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As filed with the Securities and Exchange Commission on February 17, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HOUSEHOLD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3121988
(State of Incorporation) (I.R.S. Employer Identification No.)
2700 Sanders Road, Prospect Heights, Illinois 60070
(Address of principal executive offices) (Zip Code)
IJL CORPORATION 1991 STOCK INCENTIVE PLAN
RENAISSANCE HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN
(Full title of the Plans)
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JOHN W. BLENKE, ESQ.
Vice President-Corporate Law and Assistant Secretary
Household International, Inc.
2700 Sanders Road, Prospect Heights, Illinois 60070
(847) 564-6150
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
Common Stock,
Par Value 207,796 Not applicable $6,694,938 $1,768
$1 per Share shares
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(1) As adjusted for stock splits, stock dividends or other similar
reclassifications of the registrant's common stock.
(2) The proposed maximum aggregate offering price and the amount of
the registration fee are estimated pursuant to rule 457(h) based
upon the average of the high and low prices ($32.2188) reported
for the Common Stock on the New York Stock Exchange Composite
Tape on February 15, 2000.
This Registration Statement shall hereafter become effective in accordance
with the provision of Section 8(a) of the
Securities Act of 1933
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) Household's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
or the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, which contains, either directly or
by incorporation by reference, audited financial statements
for Household's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the annual report or the prospectus
incorporated pursuant to (a) above.
(c) The description of the Common Stock offered herein
which is contained in any registration statements filed under
Section 12 of the Securities Exchange Act of 1934, including
any amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by Household pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and
documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby
will be passed upon for Household by John W. Blenke, Vice President-
Corporate Law and Assistant Secretary for the Company. Mr. Blenke
is a full-time employee and an officer of Household and owns and
holds options to purchase shares of the Common Stock of Household.
The financial statements of Household and its
subsidiaries incorporated by reference in this Registration
Statement to the extent and for the periods indicated in its
reports, have been audited by Arthur Andersen LLP, independent
public accountants, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said
reports.
Item 7. Indemnification of Directors and Officers.
The General Corporation Law of Delaware (Section 102)
allows a corporation to eliminate the personal liability of
directors of a corporation to the corporation or to any of its
stockholders for monetary damage for a breach of his/her fiduciary
duty as a director, except in the case where the director breached
his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation
of Delaware corporate law or obtained an improper personal benefit.
The Restated Certificate of Incorporation, as amended, of Household
International, Inc. (the "Company"), contains a provision which
eliminated directors' personal liability as set forth above.
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The General corporation Law of Delaware (Section 145)
gives Delaware corporations broad powers to indemnify their present
and former directors and officers and those of affiliated
corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or having
been such directors of officers, subject to specified conditions
and exclusions; gives a director or officer who successfully
defends an action the right to be so indemnified; and authorizes
the Company to buy directors' and officers' liability insurance.
Such indemnification is not exclusive of any other right to which
those indemnified may be entitled under any bylaw, agreement, vote
of stockholders or otherwise.
Household's Restated Certificate of Incorporation, a
amended, provides for indemnification to the fullest extent as
expressly authorized by Section 145 of the General Corporation Law
of Delaware for directors, officers and employees of Household and
also to persons who are serving at the request of Household as
directors, officers or employees of other corporations (including
subsidiaries). This right of indemnification is not exclusive of
any other right which any person may acquire under any statute,
bylaw, agreement, contract, vote of stockholders or otherwise.
Household has purchased liability policies which
indemnify its officers and directors against loss arising from
claims by reason of their legal liability for acts as officers,
subject to limitations and conditions as set forth in the policies.
Item 8. Exhibits.
4.1 IJL Corporation 1991 Stock Incentive Plan.
4.2 Renaissance Holdings Inc. 1997 Stock Incentive Plan.
5 Opinion of John W. Blenke, Vice President-Corporate Law
and Assistant Secretary of Household International, Inc.
23.1 Consent of John W. Blenke, Vice President-Corporate
Law and Assistant Secretary of Household International,
Inc. is contained in his opinion filed as Exhibit 5
hereto.
23.2 Consent of Arthur Andersen LLP, Certified Public
Accountants.
24 Power of Attorney is set forth on page II-5 of this
Registration Statement.
Item 9. Undertakings.
A. Undertaking to Update Annually.
Household hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of Household's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
B. Continuous Offering.
Household hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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(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 this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) (?230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement; provided, however,
that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, 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.
(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of Household's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Indemnification.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Household pursuant to the foregoing
provisions, or otherwise, Household has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Household of expenses incurred or paid by a director, officer or
controlling person of Household in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the Common Stock being
registered, Household will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Prospect Heights, and State of Illinois, on the 17th day of
February, 2000.
HOUSEHOLD INTERNATIONAL, INC.
By William F. Aldinger
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(William F. Aldinger)
Chairman and Chief
Executive Officer
Each person whose signature appears below constitutes and
appoints J. W. Blenke, L. S. Mattenson and P. D. Schwartz and each
or any of them (with full power to act alone), and his/her true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him/her in his/her name, place and stead,
in any and all capacities, to sign and file, with the Securities
and Exchange Commission, any and all amendments (including post-
effective amendments) to the Registration Statement, granting unto
each such attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact and agent or their substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated and on the 17th day of
February, 2000.
Signature Title
--------- -----
William F. Aldinger Chairman, Chief Executive Officer
- ------------------------------ and Director (as Principal Executive
(William F. Aldinger) Officer)
Robert J. Darnall Director
- ------------------------------
(Robert J. Darnall)
Gary G. Dillon Director
- ------------------------------
(Gary G. Dillon)
John A. Edwardson Director
- ------------------------------
(John A. Edwardson)
Mary J. Evans Director
- ------------------------------
(Mary J. Evans)
Director
- ------------------------------
(Dudley Fishburn)
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Cyrus F. Freidheim, Jr. Director
- ------------------------------
(Cyrus F. Freidheim, Jr.)
James H. Gilliam, Jr. Director
- ------------------------------
(James H. Gilliam, Jr.)
Louis E. Levy Director
- ------------------------------
(Louis E. Levy)
George A. Lorch Director
- ------------------------------
(George A. Lorch)
John D. Nichols Director
- ------------------------------
(John D. Nichols)
James B. Pitblado Director
- ------------------------------
(James B. Pitblado)
S. Jay Stewart Director
- ------------------------------
(S. Jay Stewart)
Louis W. Sullivan Director
- ------------------------------
(Louis W. Sullivan)
David A. Schoenholz Group Executive - Chief Financial
- ------------------------------ Officer (as Principal Accounting
(David A. Schoenholz) and Financial Officer)
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EXHIBIT INDEX
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Exhibit No. Exhibit
- ----------- -------
4.1 IJL Corporation 1991 Stock Incentive Plan.
4.2 Renaissance Holdings Inc. 1997 Stock Incentive Plan.
5 Opinion of John W. Blenke, Vice President-Corporate Law
and Assistant Secretary of Household International, Inc.
23.1 Consent of John W. Blenke, Vice President-Corporate
Law and Assistant Secretary of Household International,
Inc. is contained in his opinion filed as Exhibit 5
hereto.
23.2 Consent of Arthur Andersen LLP, Certified Public
Accountants.
24 Power of Attorney is set forth on page II-5 of this
Registration Statement.
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Exhibit 4.1
IJL CORPORATION
1991 STOCK INCENTIVE PLAN
1. Purpose of the Plan. The purposes of this Stock
Incentive Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide
additional incentive to the Employees and Consultants of the
Company and to promote the success of the Company's business.
Options granted hereunder may be either "incentive stock
options", as defined in Section 422A of the Internal Revenue Code
of 1986, as amended, or "nonqualified stock options," at the
discretion of the Board and as reflected in the terms of the
written option agreement. In addition, shares of the Company's
Common Stock may be sold hereunder independent of any Option
grant.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Board" shall mean the Committee, if one has been
appointed, or the Board of Directors of the Company, if no
Committee is appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean the Common Stock of the
Company.
(d) "Company" shall mean IJL Corporation, an Oregon
corporation.
(e) "Committee" shall mean the Committee appointed by the
Board of Directors in accordance with paragraph (a) of Section 4
of the Plan, if one is appointed.
(f) "Consultant" shall mean any person who is engaged by
the Company or any Subsidiary to render consulting services and
is compensated for such consulting services and any director of
the Company whether compensated for such services or not;
provided that if and in the event the Company registers any class
of any equity security pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the term
Consultant shall thereafter not include directors who are not
compensated for their services or are paid only a director's fee
by the Company.
(g) "Continuous Status as an Employee of Consultant" shall
mean the absence of any interruption or termination of service as
an Employee or Consultant. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of
sick leave, military leave, or any other leave of absence
approved by the Board; provided that such leave is for a period
of not more than ninety days or reemployment upon the expiration
of such leave is guaranteed by contract of statute.
(h) "Employees" shall mean any person, including officers
and directors, employed by the Company or any Parent or
Subsidiary of the Company. The payment of a director's fee by
the Company shall not be sufficient to constitute "employment" by
the Company.
(i) "Incentive Stock Option" shall mean in Option intended
to qualify as an incentive stock option within the meaning of
Section 422A of the Code.
(j) "Nonqualified Stock Option" shall mean an Option not
intended to qualify as an incentive stock option within the
meaning of Section 422A of the Code.
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(k) "Option" shall mean a stock option granted pursuant to
the Plan.
(l) "Optioned Stock" shall mean the Common Stock subject to
an Option.
(m) "Optionee" shall mean an Employee or Consultant who
receives an Option.
(n) "Parent" shall mean a "parent corporation", whether now
or hereafter existing, as defined in Section 425(e) of the Code.
(o) "Plan" shall mean this Stock Incentive Plan.
(p) "Sale" or "Sold" shall include, with respect to the
sale of Shares under the Plan, the sale of Shares for
consideration in the form of cash or notes, as well as a grant of
Shares without consideration, except past or future services.
(q) "Share" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.
(r) "Subsidiary" shall mean a "subsidiary corporation",
whether now or thereafter existing, as defined in Section 425(f)
of the Code.
3. Stock Subject to the Plan. Subject to the provisions
of Section 11 of the Plan, the maximum aggregate number of shares
which may be optioned and/or Sold under the Plan is 650,000
shares of Common Stock. The Shares may be authorized, but
unissued, or reacquired Common Stock.
If an Option should expire or become unexercisable for any
reason without having been exercise in full, the unpurchased
Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future Option grants
and/or Sales under the Plan. If Shares Sold under the Plan are
repurchased by the Company pursuant to restrictions applicable to
such Shares, the number of Shares repurchased shall unless the
Plan shall have been terminated, become available for future
Option grants and/or Sales under the Plan.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board
of Directors of the Company.
(i) Subject to subparagraph (ii), the Board of
Directors may appoint a Committee consisting of not less than
three (3) members of the Board of Directors to administer the
Plan on behalf of the Board of Directors, subject to such terms
and conditions as the Board of Directors may prescribe. Once
appointed, the Committee shall continue to serve until otherwise
directed by the Board of Directors. From time to time the Board
of Directors may increase the size of the Committee and appoint
additional members thereof, remove members (with or without
cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee
and thereafter directly administer the Plan.
Members of the Board who are either eligible for
Options and/or Sales or have been granted Options or Sold Shares
may vote on any matters affecting the administration of the Plan
or the grant of any Options or Sale of any Shares pursuant to the
Plan, except that no such member shall act upon the granting of
an Option or Sale of Shares to himself, but any such member may
be counted in determining the existence of a quorum at any
meeting of the Board during which action is taken with respect to
the granting of Options or Sale of Shares to him.
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(ii) Notwithstanding the foregoing subparagraph (i), if
and in any event the Company registers any class of any equity
security pursuant to Section 12 of the Exchange Act, from the
effective date of such registration until six (6) months after
the termination of such registration, any grants of Options
and/or Sales of Shares to officers or directors shall only be
made by the Board of Directors; provided, however, that if a
majority of the Board of Directors is eligible to participate in
this Plan or any other stock option or other stock plan of the
Company, or any of its affiliates, or has been eligible at any
time within the preceding year, any grants of Options and/or
Sales of Shares to directors must be made by, or only in
accordance with the recommendation of, a Committee consisting of
three or more persons, who may, but need not, be directors or
employees of the Company, appointed by the Board of Directors and
having full authority to act in the matter, none of whom is
eligible to participate in this Plan or any other stock option or
other stock plan of the Company, or any of its affiliates, or has
been eligible at any time within the preceding year. Any
Committee administering the Plan with respect to Option grants
and/or Sales to officers who are not also directors shall conform
to the requirements of the preceding sentence. Once appointed,
the Committee shall continue to serve until otherwise directed by
the Board of Directors. Subject to the foregoing, from time to
time the Board of Directors may increase the size of the
Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution
therefor, fill vacancies however caused, or remove all members of
the Committee and thereafter directly administer the Plan.
(b) Powers of the Board. Subject to the provisions of the
Plan, the Board shall have the authority, in its discretion: (i)
to grant Incentive Stock Options in accordance with Section 422A
of the Code, or nonqualified stock Options; (ii) to authorize
Sales of Shares of Common Stock hereunder; (iii) to determine,
upon review of relevant information and in accordance with
Section 8(b) of the Plan, the fair market value of the Common
Stock; (iv) to determine the exercise/purchase price per share of
Options to be granted or Shares to be Sold, which
exercise/purchase price shall be determined in accordance with
Section 8(a) of the Plan; (v) to determine the Employees or
Consultants to whom, and the time or times at which, Options
shall be granted and the number of Shares to be represented by
each Option; (vi) to determine the Employees or Consultants to
whom, and the time or times at which, Shares shall be Sold and
the number of Shares to be Sold; (vii) to interpret the Plan;
(viii) to prescribe, amend and rescind rules and regulations
relating to the Plan; (ix) to determine the terms and provisions
of each Option granted (which need not be identical) and, with
the consent of the holder thereof, modify or amend each Option;
(x) to determine the terms and provisions of each Sale of Shares
(which need not be identical) and, with the consent of the
purchaser thereof, modify or amend each Sale; (xi) to accelerate
or defer (with the consent of the Optionee) the exercise date of
any Option, consistent with the provisions of Section 8 of the
Plan; (xii) to accelerate or defer (with the consent of the
Optionee or purchaser of Shares) the vesting restrictions
applicable to Shares Sold under the Plan or pursuant to Options
granted under the Plan; (xiii) to authorize any person to execute
on behalf of the Company any instrument required to effectuate
the grant of an Option or Sale of Shares previously granted or
authorized by the Board; (xiv) to determine the restrictions on
transfer, vesting restrictions, repurchase rights, or other
restrictions applicable to Shares issued under the Plan; (xv) to
effect, at any time and from time to time, with the consent of
the affected Optionees, the cancellation of any or all
outstanding Options under the Plan and to grant in substitution
therefor new Options under the Plan covering the same or
different number of Shares, but having an Option price per Share
consistent with the provisions of Section 8 of this Plan as of
the date of the new Option grant; and (xvi) to make all other
determinations deemed necessary or advisable for the
administration of the Plan.
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(c) Effect of Board's Decision. All decisions,
determinations and interpretations of the Board shall be final
and binding on all Optionees and any other holders of any Options
granted under the Plan or Shares Sold under the Plan.
5. Eligibility.
(a) Persons Eligible. Options may be granted and/or Shares
Sold only to Employees and Consultants. Incentive Stock Options
may be granted only to Employees. An Employee or Consultant who
has been granted an Option or Sold Shares may, if he is otherwise
eligible, be granted an additional Option or Options or Sold
additional Shares.
(b) ISO Limitation. No Incentive Stock Option may be
granted to an Employee which, when aggregated with all other
Incentive Stock Options granted to such Employee by the Company
or any Parent or Subsidiary, would result in Shares having an
aggregate fair market value (determined for each Share as of the
date of grant of the Option covering such Share) in excess of
$100,000 becoming first available for purchase upon exercise of
one or more Incentive Stock Options during any calendar year.
(c) Section 5(b) Limitations. Section 5(b) of the Plan
shall apply only to an Incentive Stock Option evidenced by an
"Incentive Stock Option Agreement" which sets forth the intention
of the Company and the Optionee that such Option shall qualify as
an Incentive Stock Option. Section 5(b) of the Plan shall not
apply to any Option evidenced by a "Nonqualified Stock Option
Agreement" which sets forth the intention of the Company and the
Optionee that such Option shall be a Nonqualified Stock Option.
(d) No Right to Continued Employment. The Plan shall not
confer upon any Optionee any right with respect to continuation
of employment or consulting relationship with the Company, nor
shall it interfere in any way with his right or the Company's
right to terminate his employment or consulting relationship at
any time.
6. Term of Plan. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its
approval by the stockholders of the Company as described in
Section 17 of the Plan. It shall continue in effect for a term
of ten (10) years, unless sooner terminated under Section 13 of
the Plan.
7. Term of Option. The term of each Incentive Stock
Option shall be ten (10) years from the date of grant thereof or
such shorter term as may be provided in the Stock Option
Agreement. The term of each Nonqualified Stock Option shall be
ten (10) years and one (1) day from the date of grant thereof or
such shorter term as may be provided in the Stock Option
Agreement. However, in the case of an Option granted to an
Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary,
(a) if the Option is an Incentive Stock Option, the term of the
Option shall be five (5) years from the date of grant thereof or
such shorter time as may be provided in the Stock Option
Agreement, or (b) if the Option is a Nonqualified Stock Option,
the term of the Option shall be five (5) years and one (1) day
from the date of grant thereof or such shorter term as may be
provided in the Stock Option Agreement.
8. Exercise/Purchase Price and Consideration.
(a) Exercise/Purchase Price. The per Share
exercise/purchase price for the Shares to be issued pursuant to
exercise of an Option or a Sale (other than a Sale which is a
grant for which no purchase price is payable) shall be such price
as is determined by the Board, but shall be subject to the
following:
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(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of
the grant of such Incentive Stock Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than one hundred ten percent
(110%) of the fair market value per Share on the date of the
grant.
(B) granted to any other Employee, the per Share
exercise price shall be no less than one hundred percent (100%)
of the fair market value per Share on the date of grant.
(ii) In the case of a Nonqualified Stock Option or Sale
(A) granted or Sold to a person who, at the time
of the grant of such Option or authorization of such Sale, owns
stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise/purchase price shall be no
less than one hundred ten percent (110%) of the fair market value
per Share on the date of the grant or authorization of Sale.
(B) granted or Sold to any other person, the per
Share exercise/purchase price shall be no less than eighty-five
percent (85%) of the fair market value per Share on the date of
grant or authorization of Sale.
(iii) In the case of an Option granted or Sale
authorized on or after the effective date of registration of any
class of equity security of the Company pursuant to Section 12 of
the Exchange Act and prior to six (6) months after the
termination of such registration, the per Share exercise/purchase
price shall be no less than one hundred percent (100%) of the
fair market value per Share on the date of grant or authorization
of Sale.
(b) Fair Market Value. The fair market value shall be
determined by the Board in its discretion; provided, however,
that where there is a public market for the Common Stock, the
fair market value per Share shall be the mean of the bid and
asked prices of the Common Stock for the date of grant or
authorization of Sale, as reported in The Wall Street Journal
(or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation (NASDAQ)
System) or, in the event the Common Stock is listed on a stock
exchange, the fair market value per Share shall be the closing
price on such exchange on the date of grant of the Option or
authorization of Sale, as reported in The Wall Street Journal.
(c) Consideration. The consideration to be paid for the
Shares to be issued upon exercise of an Option or pursuant to a
Sale, including the method of payment, shall be determined by the
Board and may consist entirely of cash, check, promissory note,
other Shares of Common Stock having a fair market value on the
date of surrender equal to the aggregate exercise/purchase price
of the Shares as to which said option shall be exercised or Sale
consummated, or any combination of such methods of payment for
the issuance of Shares.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any
Option granted hereunder shall be exercisable at such times and
under such conditions as determined by the Board, including
performance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of the
Plan.
An Option may not be exercised for a fraction of a Share.
<PAGE>
<PAGE> 6
An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with respect
to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist
of any consideration and method of payment allowable under
Section 8(c) of the Plan. Each Optionee who exercises an Option
shall, upon notification of the amount due (if any) and prior to
or concurrent with delivery of the certificate representing the
Shares, pay to the Company amounts necessary to satisfy
applicable federal, state and local tax withholding requirements.
An Optionee must also provide a duly executed copy of any stock
transfer agreement then in effect and determined to be applicable
by the Board. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of ) of the stock
certificate evidencing such Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of
the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the
Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of shares which thereafter may be
available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is
exercised.
(b) Termination of Status as an Employee or Consultant. If
an Employee or Consultant ceases to serve as an Employee or
Consultant (as the case may be), he may, but only within three
(3) months (or with respect to Nonqualified Stock Options, such
other period of time not exceeding the limitations of Section 7
above as is determined by the Board at the time of grant of the
Nonqualified Stock Option) after the date he ceases to be an
Employee or Consultant (as the case may be) of the Company,
exercise his Option to the extent that he was entitled to
exercise it at the date of such termination. To the extent that
he was not entitled to exercise the Option at the date of such
termination, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the
Option shall terminate.
(c) Disability of Optionee. Notwithstanding the provisions
of Section 9(b) above, in the event an Employee or Consultant is
unable to continue his employment or consulting relationship (as
the case may be) with the Company as a result of his total and
permanent disability (as defined in Section 22(e)(3) of the
Code), he may, but only within twelve (12) months (or with
respect to Nonqualified Stock Options, such other period of time
not exceeding the limitations of Section 7 above as is determined
by the Board at the time of grant of the Nonqualified Stock
Option) from the date of termination, exercise his Option to the
extent he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise
the Option at the date of termination, or if he does not exercise
such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(d) Death of Optionee. In the event of the death of an
Optionee during the term of the Option who is at the time of his
death an Employee or Consultant of the Company and who shall have
been in Continuous Status as an Employee or Consultant since the
date of grant of the Option, the Option may be exercised, at any
time within twelve (12) months (or such other period of time not
exceeding the limitations of Section 7 above as is determined by
the Board at the time of grant of the Option) following the date
of death, by the Optionee's estate or by a person who acquired
the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise as of the date of
death.
<PAGE>
<PAGE> 7
10. Nontransferability of Options. An Option may not be
sold, pledged, assigned, hypothecated, transferred to disposed of
in any manner other than by will or by the laws of descent or
distribution and may be exercised during the lifetime of the
Optionee only by the Optionee.
11. Adjustments Upon Changes in Capitalization or Merger.
Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each
outstanding Option and the number of shares of Common Stock which
have been authorized for issuance under the Plan but as to which
no Options have yet been ranted or sales made or which have been
returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Common Stock covered by
each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration
by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration". Such
adjustment shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of
shares of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation of
the Company, the Option will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided
by the Board. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee
the right to exercise his Option as to all or any part of the
Optioned Stock, including Shares as to which he Option would not
otherwise be exercisable. In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger
of the Company with and into another corporation, the Option
shall be assumed or an equivalent option shall be substituted by
such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or
substitution, that the Optionee shall have the right to exercise
the Option as to all of the Optioned Stock, including shares as
to which the Option would not otherwise be exercisable. If the
Board makes an Option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the
Board shall notify the Optionee that the Option shall be fully
exercisable for a period of thirty (30) days from the date of
such notice or such shorter period as the Board may specify in
the notice, and the Option will terminate upon the expiration of
such period.
12. Time of Granting Options. The date of grant of an
Option shall, for all purposes, be the date on which the Board
makes the determination granting such Option. Notice of the
determination shall be given to each Employee or Consultant to
whom an Option is so granted within a reasonable time after the
date of such grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or
terminate the Plan from time to time in such respects as the
Board may deem advisable; provided that, the following revisions
or amendments shall require approval of the stockholders of the
Company in the manner described in Section 17 of the Plan:
(i) any increase in the number of Shares subject to
the Plan, other than in connection with an adjustment under
Section 11 of the Plan;
<PAGE>
<PAGE> 8
(ii) any change in the designation of the class of
Employees or Consultants eligible to be granted Options; or
(iii) if the Company has a class of equity security
registered under Section 12 of the Exchange Act at the time of
such revision or amendment, any material increase in the benefits
accruing to participants under the Plan.
(b) Stockholder Approval. If any amendment requiring
stockholder approval under Section 13(a) of the Plan is made
subsequent to the first registration of any class of equity
security by the Company under Section 12 of the Exchange Act,
such stockholder approval shall be solicited as described in
Section 17(a) of the Plan.
(c) Effect of Amendment of Termination. Any such amendment
or termination of the Plan shall not affect Options already
granted, and such Options shall remain in full force and effect
as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and
the Company.
14. Conditions Upon Issuance of Shares. Shares shall not
be issued pursuant to the exercise of an Option or a Sale unless
the exercise of such Option or consummation of the Sale and the
issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, applicable
state securities laws, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the
Company with respect to such compliance.
As a condition to the exercise of an Option or a Sale, the
Company may require the person exercising such Option or to whom
Shares are being Sold to represent and warrant at the time of any
such exercise or Sale that the Shares are being purchased only
for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required by any of the
aforementioned relevant provisions of law.
15. Reservation of Shares. The Company, during the term of
this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve he Company of any
liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been
obtained.
16. Option Agreement. Options shall be evidenced by
written option agreements in such form as the Board shall
approve.
17. Stockholder Approval. Continuance of the Plan shall be
subject to approval by the stockholders of the Company within
twelve months before or after the date the Plan is adopted. If
such stockholder approval is obtained at a duly held
stockholders' meeting, it may be obtained by the affirmative vote
of the holders of a majority of the outstanding shares of the
Company, such holders being present or represented and entitled
to vote thereon. If and in the event that the Company required
any class of any equity security pursuant to Section 12 of the
Exchange Act, the approval of such stockholders of the Company
shall be:
<PAGE>
<PAGE> 9
(a) Solicitation.
(i) solicited substantially in accordance with Section
14(a) of the Exchange Act and the rules and regulations
promulgated thereunder, or
(ii) solicited after the Company has furnished in
writing to the holders entitled to vote substantially the same
information concerning the Plan as that which would be required
by the rules and regulations in effect under Section 14(a) of the
Exchange Act at the time such information is furnished; and
(b) Time. Obtained at or prior to the first annual meeting
of stockholders held subsequent to the first registration of any
class of equity securities of the Company under Section 12 of the
Exchange Act.
If such stockholder approval is obtained by written consent,
it must be obtained by the written consent of stockholders of the
Company in compliance with the requirements of applicable state
law.
<PAGE> 1
Exhibit 4.2
RENAISSANCE HOLDINGS, INC.
1997 STOCK INCENTIVE PLAN
1. Purpose. The purpose of this 1997 Stock Incentive Plan
(the "Plan") is to enable Renaissance Holdings, Inc., an Oregon
corporation (the "Company") to attract and retain the services of
(1) selected employees, officers and directors of the Company or
of any subsidiary of the Company and (2) selected nonemployee
agents, consultants, advisors and independent contractors of the
Company or any subsidiary.
2. Shares Subject to the Plan. Subject to adjustment as
provided below and in Section 7, the shares to be offered under
the Plan shall consist of Common Stock of the Company, and the
total number of shares of Common Stock that may be issued under
the Plan shall not exceed 850,000 shares. The shares issued
under the Plan may be authorized and unissued shares or
reacquired shares. If an option granted under the Plan expires,
terminates or is canceled, the unissued shares subject to such
option shall again be available under the Plan.
3. Effective Date and Duration of Plan.
(a) Effective Date. The Plan shall become effective
as of August 11, 1997. No option granted under the Plan shall
become exercisable, however, until the Plan is approved by the
affirmative vote of the holders of a majority of the shares of
Common Stock represented at a shareholders meeting at which a
quorum is present and any such awards under the Plan prior to
such approval shall be conditioned on and subject to such
approval. Subject to this limitation, options may be granted and
shares may be awarded as bonuses or sold under the Plan at any
time after the effective date and before termination of the Plan.
(b) Duration. The Plan shall continue in effect until
all shares available for issuance under the Plan have been issued
and all restrictions on such shares have lapsed. The Board of
Directors may suspend or terminate the Plan at any time except
with respect to options subject to restrictions then outstanding
under the Plan. Termination shall not affect any outstanding
options, any right of the Company to repurchase shares or the
forfeitability of shares issued under the Plan.
4. Administration.
(a) Board of Directors. The Plan shall be
administered by the Board of Directors of the Company, which
shall determine and designate from time to time the individuals
to whom awards shall be made, the amount of the awards and the
other terms and conditions of the awards. Subject to the
provisions of the Plan, the Board of Directors may from time to
time adopt and amend rules and regulations relating to
administration of the Plan, advance the lapse of any waiting
period, accelerate any exercise date, waive or modify any
restriction applicable to shares (except those restrictions
imposed by law) and make all other determinations in the judgment
of the Board of Directors necessary or desirable for the
administration of the Plan. The interpretation and construction
of the provisions of the Plan and related agreements by the Board
of Directors shall be final and conclusive. The Board of
Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related
agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect, and it shall be the sole and final
judge of such expediency.
<PAGE>
<PAGE> 2
(b) Committee. The Board of Directors may delegate to
a committee of the Board of Directors or specified officers of
the Company, or both (the "Committee") any or all authority for
administration of the Plan. If authority is delegated to a
Committee, all references to the Board of Directors in the Plan
shall mean and relate to the Committee except (i) as otherwise
provided by the Board of Directors and (ii) that only the Board
of Directors may amend or terminate the Plan as provided in
Sections 3 and 8.
5. Types of Awards; Eligibility. The Board of Directors
may, from time to time, take the following actions, separately or
in combination, under the Plan: (i) grant Incentive Stock
Options, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), as provided in Sections 6(a)
and 6(b); (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in Sections 6(a) and
6(c); and (iii) issue shares of Common Stock as compensation or
for such other consideration as the Board of Directors shall deem
appropriate. Any such awards may be made to employees, including
employees who are officers or directors, and to other individuals
described in Section 1 who the Board of Directors believes have
made or will make an important contribution to the Company or any
subsidiary of the Company; provided, however, that only employees
of the Company shall be eligible to receive Incentive Stock
Options under the Plan. The Board of Directors shall select the
individuals to whom awards shall be made and shall specify the
action taken with respect to each individual to whom an award is
made. At the discretion of the Board of Directors, an individual
may be given an election to surrender an award in exchange for
the grant of a new award.
6. Option Grants.
(a) General Rules Relating to Options.
(i) Terms of Grant. The Board of Directors may
grant options under the Plan. With respect to each option
grant, the Board of Directors shall determine the number of
shares subject to the option, the option price, the period
of the option, the time or times at which the option may be
exercised and whether the option is an Incentive Stock
Option or a Non-Statutory Stock Option.
(ii) Exercise of Options. Except as provided in
Section 6(a)(iv) or as determined by the Board of Directors,
no option granted under the Plan may be exercised unless at
the time of such exercise the optionee is employed by or in
the service of the Company or any subsidiary of the Company
and shall have been so employed or provided such service
continuously since the date such option was granted.
Absence on leave or on account of illness or disability, as
described in 6(a)(iv)(A), shall not, however, be deemed an
interruption of employment or service for this purpose,
provided the optionee was employed or in the service of the
Company or any subsidiary of the Company on the day one year
before the date on which the option is exercised. Unless
otherwise determined by the Board of Directors, vesting of
options shall not continue during an absence on leave
(including an extended illness) or on account of disability.
Except as provided in Sections 6(a)(iv) and 9, options
granted under the Plan may be exercised from time to time
over the period stated in each option in such amounts and at
such times as shall be prescribed by the Board of Directors,
provided that options shall not be exercised for fractional
shares. Unless otherwise determined by the Board of
Directors, if the optionee does not exercise an option in
any one year with respect to the full number of shares to
which the optionee is entitled in that year, the optionee's
rights shall be cumulative and the optionee may purchase
those shares in any subsequent year during the term of the
option.
<PAGE>
<PAGE> 3
(iii) Nontransferability. Each Incentive Stock
Option and, unless otherwise determined by the Board of
Directors, each other option granted under the Plan by its
terms shall be nonassignable and nontransferable by the
optionee, either voluntarily or by operation of law, except
by will or by the laws of descent and distribution of the
state or country of the optionee's domicile at the time of
death.
(iv) Termination of Employment or Service.
(A) General Rule. Unless otherwise
determined by the Board of Directors, in the event the
employment or service of the optionee with the Company
or a subsidiary terminates for any reason other than
because of physical disability or death as provided in
subsections 6(a)(iv)(B) and (C), the option may be
exercised at any time prior to the expiration date of
the option or the expiration of 90 days after the date
of such termination, whichever is the shorter period,
but only if and to the extent the optionee was entitled
to exercise the option at the date of such termination.
(B) Termination Because of Total
Disability. Unless otherwise determined by the Board
of Directors, in the event of the termination of
employment or service because of total disability, the
option may be exercised at any time prior to the
expiration date of the option or the expiration of
12 months after the date of such termination, whichever
is the shorter period, but only if and to the extent
the optionee was entitled to exercise the option at the
date of such termination. The term "total disability"
means a medically determinable mental or physical
impairment which is expected to result in death or
which has lasted or is expected to last for a
continuous period of 12 months or more and which causes
the optionee to be unable, in the opinion of the
Company and two independent physicians, to perform his
or her duties as an employee, director, officer or
consultant of the Company and to be engaged in any
substantial gainful activity. Total disability shall
be deemed to have occurred on the first day after the
Company and the two independent physicians have
furnished their opinion of total disability to the
Company.
(C) Termination Because of Death.
Unless otherwise determined by the Board of Directors,
in the event of the death of an optionee while employed
by or providing service to the Company or a subsidiary,
the option may be exercised at any time prior to the
expiration date of the option or the expiration of 12
months after the date of death, whichever is the
shorter period, but only if and to the extent the
optionee was entitled to exercise the option at the
date of death and only by the person or persons to whom
such optionee's rights under the option shall pass by
the optionee's will or by the laws of descent and
distribution of the state or country of domicile at the
time of death.
(D) Amendment of Exercise Period
Applicable to Termination. The Board of Directors, at
the time of grant or, with respect to an option that is
not an Incentive Stock Option, at any time thereafter,
may extend the 90-day and 12-month exercise periods any
length of time not longer than the original expiration
date of the option, and may increase the portion of an
option that is exercisable, subject to such terms and
conditions as the Board of Directors may determine.
<PAGE>
<PAGE> 4
(E) Failure to Exercise Option. To the
extent that the option of any deceased optionee or of
any optionee whose employment or service terminates is
not exercised within the applicable period, all further
rights to purchase shares pursuant to such option shall
cease and terminate.
(v) Purchase of Shares. Unless the Board of
Directors determines otherwise, shares may be acquired
pursuant to an option granted under the Plan only upon
receipt by the Company of notice in writing from the
optionee of the optionee's intention to exercise, specifying
the number of shares as to which the optionee desires to
exercise the option and the date on which the optionee
desires to complete the transaction, and if required in
order to comply with the Securities Act of 1933, as amended,
containing a representation that it is the optionee's
present intention to acquire the shares for investment and
not with a view to distribution. Unless the Board of
Directors determines otherwise, on or before the date
specified for completion of the purchase of shares pursuant
to an option, the optionee must have paid the Company the
full purchase price of such shares in cash or, with the
consent of the Board of Directors, in whole or in part, in
Common Stock of the Company valued at fair market value and
other forms of consideration. The Board of Directors shall
make a good faith determination of the fair market value of
Common Stock provided in payment of the purchase price. If
the Common Stock of the Company is not publicly traded on
the date the option is exercised, the Board of Directors may
consider any valuation methods it deems appropriate and may,
but is not required to, obtain one or more independent
appraisals of the Company. If the Common Stock of the
Company is publicly traded on the date the option is
exercised, the fair market value of Common Stock provided in
payment of the purchase price shall be the closing price of
the Common Stock as reported in The Wall Street Journal on
the last trading day preceding the date the option is
exercised, or such other reported value of the Common Stock
as shall be specified by the Board of Directors. No shares
shall be issued until full payment for the shares has been
made. With the consent of the Board of Directors (which, in
the case of an Incentive Stock Option, shall be given only
at the time of option grant), an optionee may request the
Company to apply automatically the shares to be received
upon the exercise of a portion of a stock option (even
though stock certificates have not yet been issued) to
satisfy the purchase price for additional portions of the
option. Each optionee who has exercised an option shall
immediately upon notification of the amount due, if any, pay
to the Company in cash amounts necessary to satisfy any
applicable federal, state and local tax withholding
requirements. If additional withholding is or becomes
required beyond any amount deposited before delivery of the
certificates, the optionee shall pay such amount to the
Company on demand. If the optionee fails to pay the amount
demanded, the Company may withhold that amount from other
amounts payable by the Company to the optionee, including
salary, subject to applicable law. With the consent of the
Board of Directors an optionee may satisfy this obligation,
in whole or in part, by having the Company withhold from the
shares to be issued upon the exercise that number of shares
that would satisfy the withholding amount due or by
delivering to the Company Common Stock to satisfy the
withholding amount. Upon the exercise of an option, the
number of shares reserved for issuance under the Plan shall
be reduced by the number of shares issued upon exercise of
the option.
<PAGE>
<PAGE> 5
(b) Incentive Stock Options. Incentive Stock Options
shall be subject to the following additional terms and
conditions:
(i) Limitation on Amount of Grants. No employee
may be granted Incentive Stock Options under the Plan if the
aggregate fair market value, on the date of grant, of the
Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by that employee during
any calendar year under the Plan and under all incentive
stock option plans (within the meaning of Section 422 of the
Code) of the Company or any parent or subsidiary of the
Company exceeds $100,000.
(ii) Limitations on Grants to 10 Percent
Shareholders. An Incentive Stock Option may be granted
under the Plan to an employee possessing more than
10 percent of the total combined voting power of all classes
of stock of the Company or of any parent or subsidiary of
the Company only if the option price is at least 110 percent
of the fair market value, as described in Section 6(b)(iv),
of the Common Stock subject to the option on the date it is
granted and the option by its terms is not exercisable after
the expiration of five years from the date it is granted.
(iii) Duration of Options. Subject to
Sections 6(a)(ii) and 6(b)(ii), Incentive Stock Options
granted under the Plan shall continue in effect for the
period fixed by the Board of Directors, except that no
Incentive Stock Option shall be exercisable after the
expiration of 10 years from the date it is granted.
(iv) Option Price. The option price per share
shall be determined by the Board of Directors at the time of
grant. Except as provided in Section 6(b)(ii), the option
price shall not be less than 100 percent of the fair market
value of the Common Stock covered by the Incentive Stock
Option at the date the option is granted. The Board of
Directors shall make a good faith determination of the fair
market value. If the Common Stock of the Company is not
publicly traded on the date the option is granted, the Board
of Directors may consider any valuation methods it deems
appropriate and may, but is not required to, obtain one or
more independent appraisals of the Company. If the Common
Stock of the Company is publicly traded on the date the
option is exercised, the fair market value shall be deemed
to be the closing price of the Common Stock as reported in
The Wall Street Journal on the day preceding the date the
option is granted, or, if there has been no sale on that
date, on the last preceding date on which a sale occurred or
such other value of the Common Stock as shall be specified
by the Board of Directors.
(v) Limitation on Time of Grant. No Incentive
Stock Option shall be granted on or after the tenth
anniversary of the date of the last action by the Board of
Directors approving an increase in the number of shares
available for issuance under the Plan, which action was
subsequently approved within 12 months by the shareholders.
(vi) Conversion of Incentive Stock Options. The
Board of Directors may at any time without the consent of
the optionee convert an Incentive Stock Option to a
Non-Statutory Stock Option.
(c) Non-Statutory Stock Options. Non-Statutory Stock
Options shall be subject to the following terms and conditions in
addition to those set forth in Section 6(a) above:
(i) Option Price. The option price for
Non-Statutory Stock Options shall be determined by the Board
of Directors at the time of grant and may be any amount
determined by the Board of Directors.
(ii) Duration of Options. Non-Statutory Stock
Options granted under the Plan shall continue in effect for
the period fixed by the Board of Directors.
<PAGE>
<PAGE> 6
7. Changes in Capital Structure.
(a) Stock Splits; Stock Dividends. If the outstanding
Common Stock of the Company is hereafter increased or decreased
or changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of any stock
split, combination of shares or dividend payable in shares,
recapitalization or reclassification appropriate adjustment shall
be made by the Board of Directors in the number and kind of
shares available for grants under the Plan. In addition, the
Board of Directors shall make appropriate adjustment in the
number and kind of shares as to which outstanding options, or
portions thereof then unexercised, shall be exercisable, so that
the optionee's proportionate interest before and after the
occurrence of the event is maintained. Notwithstanding the
foregoing, the Board of Directors shall have no obligation to
effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from
any adjustment may be disregarded or provided for in any manner
determined by the Board of Directors. Any such adjustments made
by the Board of Directors shall be conclusive.
(b) Mergers, Reorganizations, Etc. In the event of a
merger, consolidation, plan of exchange, acquisition of property
or stock, separation, reorganization or liquidation to which the
Company or a subsidiary is a party or a sale of all or
substantially all of the Company's assets (each, a
"Transaction"), the Board of Directors shall, in its sole
discretion and to the extent possible under the structure of the
Transaction, select one of the following alternatives for
treating outstanding options under the Plan:
(i) Outstanding options shall remain in effect in
accordance with their terms.
(ii) Outstanding options ("old options") shall be
converted into options ("new options") to purchase stock in
the corporation that is the surviving or acquiring
corporation in the Transaction. The amount, type of
securities subject thereto and exercise price of the old
options shall be determined by the Board of Directors of the
Company, taking into account the relative values of the
companies involved in the Transaction and the exchange rate,
if any, used in determining shares of the surviving
corporation to be issued to holders of shares of the
Company. However, with respect to an incentive stock
option, the excess of the fair market value of the stock
subject to the option over the option price before the
conversion shall equal or exceed such excess after the
conversion, and the new option shall not give the holder
additional benefits that were not available under the old
option. The Board of Directors shall make a good faith
determination of the fair market value of the stock subject
to the old option and the stock subject to the new option.
Unless otherwise determined by the Board of Directors, the
old options shall be vested only to the extent that the
vesting requirements relating to options granted hereunder
have been satisfied.
(iii) The Board of Directors shall provide a 30-
day period prior to the consummation of the Transaction
during which outstanding options may be exercised to the
extent then exercisable, and upon the expiration of such 30-
day period, all unexercised options shall immediately
terminate. The Board of Directors may, in its sole
discretion, accelerate the exercisability of options so that
they are exercisable in full during such 30-day period.
(c) Dissolution of the Company. In the event of the
dissolution of the Company, options shall be treated in
accordance with Section 7(b)(iii).
<PAGE>
<PAGE> 7
(d) Rights Issued by Another Corporation. The Board
of Directors may also grant options under the Plan having terms,
conditions and provisions that vary from those specified in this
Plan provided that any such awards are granted in substitution
for, or in connection with the assumption of, existing options,
stock appreciation rights, stock bonuses, cash bonuses,
restricted stock and performance units granted, awarded or issued
by another corporation and assumed or otherwise agreed to be
provided for by the Company pursuant to or by reason of a
Transaction.
8. Amendment of Plan. The Board of Directors may at any
time, and from time to time, modify or amend the Plan in such
respects as it shall deem advisable because of changes in the law
while the Plan is in effect or for any other reason. Except as
provided in Sections 6(a)(iv) and 7, however, no change in an
award already granted shall be made without the written consent
of the holder of such award.
9. Approvals. The obligations of the Company under the
Plan are subject to the approval of state and federal authorities
or agencies with jurisdiction in the matter. The Company will
use its best efforts to take steps required by state or federal
law or applicable regulations, including rules and regulations of
the Securities and Exchange Commission and any stock exchange on
which the Company's shares may then be listed, in connection with
the grants under the Plan. The foregoing notwithstanding, the
Company shall not be obligated to issue or deliver Common Stock
under the Plan if such issuance or delivery would violate
applicable state or federal securities laws.
10. Employment and Service Rights. Nothing in the Plan or
any award pursuant to the Plan shall (i) confer upon any employee
any right to be continued in the employment of the Company or any
subsidiary or interfere in any way with the right of the Company
or any subsidiary by whom such employee is employed to terminate
such employee's employment at any time, for any reason, with or
without cause, or to decrease such employee's compensation or
benefits, or (ii) confer upon any person engaged by the Company
any right to be retained or employed by the Company or to the
continuation, extension, renewal, or modification of any
compensation, contract, or arrangement with or by the Company.
11. Rights as a Shareholder. The recipient of any award
under the Plan shall have no rights as a shareholder with respect
to any Common Stock until the date of issue to the recipient of a
stock certificate for such shares. Except as otherwise expressly
provided in the Plan, no adjustment shall be made for dividends
or other rights for which the record date occurs prior to the
date such stock certificate is issued.
12. Stock Bonuses. The Board of Directors may award shares
under the Plan as stock bonuses. Shares awarded as a bonus shall
be subject to the terms, conditions, and restrictions determined
by the Board of Directors. The restrictions may include
restrictions concerning transferability and forfeiture of the
shares awarded, together with such other restrictions as may be
determined by the Board of Directors. If shares are subject to
forfeiture, all dividends or other distributions paid by the
Company with respect to the shares shall be retained by the
Company until the shares are no longer subject to forfeiture, at
which time all accumulated amounts shall be paid to the
recipient. The Board of Directors may require the recipient to
sign an agreement as a condition of the award, but may not
require the recipient to pay any monetary consideration other
than amounts necessary to satisfy tax withholding requirements.
The agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of
Directors. The certificates representing the shares awarded
shall bear any legends required by the Board of Directors. The
Company may require any recipient of a stock bonus to pay to the
Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements.
<PAGE>
<PAGE> 8
If the recipient fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the
Company to the recipient, including salary or fees for services,
subject to applicable law. With the consent of the Board of
Directors, a recipient may deliver Common Stock to the Company to
satisfy this withholding obligation. Upon the issuance of a
stock bonus, the number of shares reserved for issuance under the
Plan shall be reduced by the number of shares issued.
13. Restricted Stock. The Board of Directors may issue
shares under the Plan for such consideration (including
promissory notes and services) as determined by the Board of
Directors. Shares issued under the Plan shall be subject to the
terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the
shares issued, together with such other restrictions as may be
determined by the Board of Directors. If shares are subject to
forfeiture or repurchase by the Company, all dividends or other
distributions paid by the Company with respect to the shares
shall be retained by the Company until the shares are no longer
subject to forfeiture or repurchase, at which time all
accumulated amounts shall be paid to the recipient. All Common
Stock issued pursuant to this paragraph 13 shall be subject to a
purchase agreement, which shall be executed by the Company and
the prospective recipient of the shares prior to the delivery of
certificates representing such shares to the recipient. The
purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the
Board of Directors. The certificates representing the shares
shall bear any legends required by the Board of Directors. The
Company may require any purchaser of restricted stock to pay to
the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements.
If the purchaser fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the
Company to the purchaser, including salary, subject to applicable
law. With the consent of the Board of Directors, a purchaser may
deliver Common Stock to the Company to satisfy this withholding
obligation. Upon the issuance of restricted stock, the number of
shares reserved for issuance under the Plan shall be reduced by
the number of shares issued.
14. Stock Appreciation Rights.
a. Grant. Stock appreciation rights may be granted under the
Plan by the Board of Directors, subject to such rules, terms,
and conditions as the Board of Directors prescribes.
b. Exercise.
i. Generally. Each stock appreciation right shall entitle
the holder, upon exercise, to receive from the Company in
exchange therefor an amount equal in value to the excess
of the fair market value on the date of exercise of one
share of Common Stock of the Company over its fair market
value on the date of grant (or, in the case of a stock
appreciation right granted in connection with an option,
the excess of the fair market value of one share of Common
Stock of the Company over the option price per share under
the option to which the stock appreciation right relates),
multiplied by the number of shares covered by the stock
appreciation right or the option, or portion thereof, that
is surrendered. No stock appreciation right shall be
exercisable at a time that the amount determined under
this subparagraph is negative. Payment by the Company
upon exercise of a stock appreciation right may be made
in Common Stock valued at fair market value, in cash, or
partly in Common Stock and partly in cash, all as determined
by the Board of Directors.
<PAGE>
<PAGE> 9
ii. Time of Exerciseability. A stock appreciation right
shall be exercisable only at the time or times established
by the Board of Directors. If a stock appreciation right
is granted in connection with an option, the following
rules shall apply: (1) the stock appreciation right shall
be exercisable only to the extent and on the same conditions
that the related option could be exercised; (2) the stock
appreciation rights shall be exercisable only when the fair
market value of the stock exceeds the option price of the
related option; (3) the stock appreciation right shall be
for no more than 100 percent of the excess of the fair
market value of the stock at the time of exercise over the
option price; (4) upon exercise of the stock appreciation
right, the option or portion thereof to which the stock
appreciation right relates terminates; and (5) upon exercise
of the option, the related stock appreciation right or
portion thereof terminates.
iii. Termination. The Board of Directors may withdraw any
stock appreciation right granted under the Plan at any time
and may impose any conditions upon the exercise of a stock
appreciation right or adopt rules and regulations from time
to time affecting the rights of holders of stock appreciation
rights. Such rules and regulations may govern the right to
exercise stock appreciation rights granted prior to adoption
or amendment of such rules and regulations as well as stock
appreciation rights granted thereafter.
iv. Valuation. For purposes of this paragraph 9, the fair
market value of the Common Stock shall be determined as of
the date the stock appreciation right is exercised, under
the methods set forth in paragraph 6(b)(iv).
v. Fractional Shares. No fractional shares shall be issued
upon exercise of a stock appreciation right. In lieu
thereof, cash may be paid in an amount equal to the value
of the fraction or, if the Board of Directors shall
determine, the number of shares may be rounded downward
to the next whole share.
vi. Nontrasferabilty. Each stock appreciation right granted
in connection with an Incentive Stock Option, and unless
otherwise determined by the Board of Directors , each other
stock appreciation right granted under the Plan by its
terms shall be nonassignable and nontransferable by the
holder, either voluntarily or by operation of law, except
by will or by the laws of descent and distribution of the
state or country of the holder's domicile at the time of
death, and each stock appreciation right by its terms shall
be exercisable during the holder's lifetime only by the
holder.
vii. Taxes. Each participant who has exercised a stock
appreciation right shall, upon notification of the amount
due, pay to the Company in cash amounts necessary to
satisfy any applicable federal, state and local tax
withholding requirements. If the participant fails to pay
the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the participant
including salary, subject to applicable law. With the
consent of the Board of Directors a participant may satisfy
this obligation, in whole or in part, by having the Company
withhold from any shares to be issued upon the exercise that
number of shares that would satisfy the withholding amount
due or by delivering Common Stock to the Company to satisfy
the withholding amount.
viii. Shares Available. Upon the exercise of a stock
appreciation right for shares, the number of shares reserved
for issuance under the Plan shall be reduced by the number
of shares issued. Cash payments of stock appreciation
rights shall not reduce the number of shares of Common Stock
reserved for issuance under the Plan.
Adopted: August 11, 1997
<PAGE> 1
Exhibits 5 and 23.1
February 17,2000
Household International, Inc.
2700 Sanders Road
Prospect Heights, Illinois 60070
RE: IJL Corporation 1991 Stock Incentive Plan and Renaissance
Holdings, Inc. 1997 Stock Incentive Plan (the "Plans") --
Registration Statement on Form S-8
Ladies and Gentlemen:
As Vice President-Corporate Law and Assistant Secretary of
Household International, Inc. (the "Company"), I am generally
familiar with the proceedings in connection with the Company's
Registration Statement on Form S-8 in which shares of the Company's
Common Stock ($1.00 par value per share) are being registered under
the Securities Act of 1933, as amended (the "Act") and will be
offered pursuant to the Company's assumption of the Plans in
connection with its acquisition of Renaissance Holdings, Inc. In
accordance with the foregoing, I have examined such corporate
records, certificates, public documents and other documents, and
have reviewed such questions of law, as considered necessary or
appropriate for the purpose of this opinion.
Upon the basis of such examination, it is my opinion that:
1. The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of
Delaware.
2. The shares of Common Stock have been duly authorized by the
Company, and when (i) the registration statement on Form S-8
by the Company with respect to the shares of Common Stock (the
"Registration Statement") shall have been filed with the
Securities and Exchange Commission under the Act and (ii)
shares of the Company's Common Stock are distributed pursuant
to the Plans, such shares will be validly issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving said consent, I do not admit that
I am in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ John W. Blenke
John W. Blenke
JWB:cjl
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Household International, Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 relating to the registration of shares of Household
International, Inc. common stock to be issued under the IJL
Corporation 1991 Stock Incentive Plan and the Renaissance Holdings,
Inc. 1997 Stock Incentive Plan to be filed with the Securities and
Exchange Commission on or about February 17, 2000, of our report
dated January 20, 1999, included in Household International, Inc.'s
Form 10-K for the year ended December 31, 1998, and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois,
February 17, 2000
