<PAGE> 1
As Filed With the Securities and Exchange Commission on May 4, 1995
Registration No. 33------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MAGNA GROUP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 37-0996453
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Magna Place
1401 South Brentwood Boulevard
St. Louis, Missouri 63144-1401
(Address of Principal Executive Offices)
THE MAGNA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
--------------------
G. THOMAS ANDES
Chairman and Chief Executive Officer
Magna Group, Inc.
1401 South Brentwood Boulevard
St. Louis, Missouri 63144-1401
(Name and address of agent for service)
Telephone: (314) 963-2500
--------------------
Copy to:
Gerard K. Sandweg, Esq.
Thompson & Mitchell
One Mercantile Center
St. Louis, Missouri 63101
Telephone: (314) 231-7676
--------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
Title of each class of Amount to be Proposed Proposed maximum Amount of
securities to be registered registered maximum offering aggregate offering registration fee
price per unit <F2> price <F2>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.00
par value <F1> 1,500,000 shares $20.75 $31,125,000 $10,732.83
====================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> Estimated solely for the purposes of computing the Registration Fee
pursuant to the provisions of Rule 457(c), and based upon the
average of the high and low sales prices of Magna Group, Inc. Common
Stock, $2.00 par value, as reported by the Nasdaq National Market
on May 2, 1995.
</TABLE>
--------------------
This Registration Statement shall become effective in accordance with
the provisions of Rule 464 promulgated under the Securities Act of 1933.
<PAGE> 2
The undersigned registrant hereby files this Registration Statement
on Form S-8 (the "Registration Statement") to register shares of Magna
Group, Inc. ("Magna") Common Stock, $2.00 par value, and attached Preferred
Share Purchase Rights of Magna, for issuance to optionees under The Magna
Group, Inc. Employee Stock Purchase Plan (the "Plan").
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Magna Group, Inc. with the
Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(a) Magna's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) The description of Magna Common Stock set forth in Magna's
Registration Statement on Form S-1 (File No. 2-96545) filed on
March 20, 1985, including any amendment or report filed for
the purpose of updating such description; and
(c) The description of Magna's Preferred Stock Purchase Rights set
forth in Item 1 of Magna's Registration Statement on Form 8-A,
filed November 11, 1988 (File No. 0-8234), including any
amendment or report filed for the purpose of updating such
description.
All documents filed by Magna pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and 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, and all amendments or supplements filed with respect to the
documents listed in (a), (b) or (c) above, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such document. Any statement contained
in a document incorporated or deemed to be incorporated herein by reference
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 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.
Copies of all documents incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless the
exhibits are specifically incorporated by reference into such documents),
will be provided without charge to each person to whom a Prospectus with
respect to the Plan is delivered, upon oral or written request by such
person to Gary D. Hemmer, Executive Vice President, Administration, Magna
Group, Inc., One Magna Place, 1401 South Brentwood Boulevard, St. Louis,
Missouri 63144-1401, telephone: (314) 963-2500.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
permits a corporation to provide in its certificate of incorporation that
a director of the corporation shall not be personally liable to the
corporation or its stockowners for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockowners, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for payments of unlawful dividends or
unlawful stock repurchases or
- 2 -
<PAGE> 3
redemptions, or (iv) for any transaction from which the director derived
an improper personal benefit. Magna's certificate of incorporation, as
amended, contains such a provision.
Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation -- a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard is applicable in the case
of derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or
settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is
not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, shareowner
vote, agreement or otherwise.
Article 12 of Magna's Certificate of Incorporation provides for the
elimination of personal liability of directors of Magna to Magna and its
stockholders for monetary damages arising from certain breaches of
directors' duty of care. In addition, Article 12 provides for the
indemnification of persons who are or were directors, officers, employees
and agents of Magna or who are or were serving at the request of Magna in
a similar capacity with another enterprise or entity to the fullest extent
authorized by the DGCL. Article 12 also authorizes Magna to purchase
insurance for itself and indemnifiable persons against any expense,
liability or loss whether or not Magna would have the power to indemnify
such expense, liability or loss under the DGCL. Magna maintains a
liability insurance policy which indemnifies directors, officers, employees
and agents of Magna.
As part of the acquisition of Landmark, Magna assumed Landmark's
obligations under indemnification agreements with Landmark's directors
(including certain directors who are currently directors of Magna) and
obligations under an employment agreement between Landmark and S. Lee Kling
(also a current director of Magna).
Item 8. Exhibits.
--------
See Exhibit Index located at page 7 hereof.
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most recent post-effective
amendment hereof) which, individually or in the
aggregate,
- 3 -
<PAGE> 4
represent a fundamental change in the
information set forth in this 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 paragraphs (i) and (ii) 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 the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE> 5
SIGNATURES
----------
The Registrant. 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 Brentwood, State of
Missouri, on the 3rd day of May, 1995.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
MAGNA GROUP, INC.
By /s/ G. Thomas Andes
-----------------------------------
G. Thomas Andes, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ G. Thomas Andes Chairman of the Board, May 3, 1995
- ------------------------------ Chief Executive
G. Thomas Andes Officer and Director
Principal Executive Officer
/s/ Luckett G. Maynard Executive Vice President and May 3, 1995
- ------------------------------ Chief Financial Officer
Luckett G. Maynard
Principal Financial Officer--
Principal Accounting Officer
<F*> Director May 3, 1995
- ------------------------------
James A. Auffenburg, Jr.
<F*> Director May 3, 1995
- ------------------------------
William E. Cribbin
<F*> Director May 3, 1995
- ------------------------------
Wayne T. Ewing
<F*> Director May 3, 1995
- ------------------------------
Donald P. Gallop
- 5 -
<PAGE> 6
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
<F*> Director May 3, 1995
- ------------------------------
C.E. Heilingenstein
<F*> Director May 3, 1995
- ------------------------------
Carl G. Hogan, Sr.
Director May -----, 1995
- ------------------------------
Franklin A. Jacobs
<F*> Director May 3, 1995
- ------------------------------
Wendell J. Kelley
<F*> Director May 3, 1995
- ------------------------------
S. Lee Kling
<F*> Director May 3, 1995
- ------------------------------
Ralph F. Korte
<F*> Director May 3, 1995
- ------------------------------
Robert E. McGlynn
<F*> Director May 3, 1995
- ------------------------------
Frank R. Trulaske, III
<F*> Director May 3, 1995
- ------------------------------
Dr. George T. Wilkins, Jr.
<F*>By /s/ G. Thomas Andes
--------------------------------
G. Thomas Andes, Attorney-in-fact
</TABLE>
G. Thomas Andes, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly
executed by such persons and filed herewith.
- 6 -
<PAGE> 7
EXHIBIT INDEX
-------------
Exhibit No. Page
- ----------- ----
4.1 Form of Indenture, including form of Note, between Magna
and Mark Twain Bank, as trustee, dated August 1, 1987
for the 7% Convertible Subordinated Capital Notes Due
1999 (filed as Exhibit 1 to Magna's Registration
Statement on Form 8-A dated June 15, 1988 (File No.
0-8234) and incorporated herein by reference)
4.2 Indenture dated as of November 1, 1986 between Landmark
Bancshares Corporation (hereinafter "Landmark") and
Centerre Trust Company of St. Louis, regarding the
issuance of $17,250,000 principal amount of Landmark's
8-3/4% Convertible Subordinated Debentures due November
1, 1998 (filed as Exhibit 4(c) to Landmark's Annual
Report on Form 10-K for the year ended December 31, 1986
(File No. 1-8810) and incorporated herein by reference)
4.3 First Supplemental Indenture dated December 20, 1991
among Magna, Magna Acquisition Corporation and Boatmen's
National Bank of St. Louis as successor to Centerre
Trust Company of St. Louis, Trustee, assuming the
obligations of Landmark under the Indenture dated
November 1, 1986 (filed as Exhibit 4.2 to Magna's
Current Report on Form 8-K dated December 20, 1991 (File
No. 0-8234) and incorporated herein by reference)
4.4 Rights Agreement, including form of Right Certificate
dated as of November 11, 1988 between Magna and Magna
Trust Company, Trustee (filed as Exhibits 1 and 2 to
Magna's Registration Statement on Form 8-A dated
November 11, 1988 (File No. 0-8234) and incorporated
herein by reference)
5 Opinion of Thompson & Mitchell as to the legality of the
securities to be registered
23 Consent of Ernst & Young LLP
24 Power of Attorney
99 The Magna Group, Inc. Employee Stock Purchase Plan
- 7 -
<PAGE> 1
EXHIBIT 5
[Thompson & Mitchell Letterhead]
May 4, 1995
Magna Group, Inc.
One Magna Place
1401 South Brentwood Boulevard
St. Louis, Missouri 63144-1401
Re: Registration Statement on Form S-8
Gentlemen:
We refer you to the Registration Statement on Form S-8 to be
filed by Magna Group, Inc. (the "Company"), on May 4, 1995 (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended, pertaining to the
proposed issuance by the Company of up to 1,500,000 shares of the Company's
common stock, $2.00 par value (the "Shares"), in connection with The Magna
Group, Inc. Employee Stock Purchase Plan (the "Plan"). In rendering the
opinions set forth herein, we have examined such corporate records of the
Company, such laws and such other information as we have deemed relevant,
including the Company's Certificate of Incorporation, as amended and
currently in effect, and Bylaws, as amended and currently in effect, the
resolutions adopted by the Company's Board of Directors relating to the
Plan, certificates received from state officials and statements we have
received from officers and representatives of the Company. In delivering
this opinion, the undersigned assume the genuineness of all signatures; the
authenticity of all documents submitted to us as originals; the conformity
to the originals of all documents submitted to us as certified, photostatic
or conformed copies; the authenticity of the originals of all such latter
documents; and the correctness of statements submitted to us by officers
and representatives of the Company.
Based solely on the foregoing, the undersigned is of the opinion
that:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware; and
2. The Shares, when issued pursuant to the Plan, will be duly
authorized, validly issued and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thompson & Mitchell
<PAGE> 1
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to The Magna Group, Inc. Employee
Stock Purchase Plan for the registration of 1,500,000 shares of its common
stock, of our report dated January 18, 1995, with respect to the consolidated
financial statements of Magna Group, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
May 3, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint G. Thomas Andes and
Luckett G. Maynard, and each of them, as his true and lawful
attorney in fact, with full power and authority separately to
execute in the name of each of the undersigned, and to file: (i) a
registration statement on Form S-8 to be filed pursuant to the Securities
Act of 1933, as amended, with regard to the registration by Magna Group,
Inc. of 1,500,000 shares of its common stock, which may be issued pursuant
to The Magna Group, Inc. Employee Stock Purchase Plan, and (ii) any
amendments to such registration statement as the above-named attorneys in
fact deem necessary or advisable to enable Magna Group, Inc. to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof,
and does hereby ratify and confirm all acts that such attorneys in fact,
or any of them separately, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney as of the 19th day of April, 1995.
/s/ G. Thomas Andes /s/ Luckett G. Maynard
- -------------------------------- ---------------------------------
G. Thomas Andes Luckett G. Maynard
/s/ James A. Auffenberg, Jr. /s/ William E. Cribbin
- -------------------------------- ---------------------------------
James A. Auffenberg, Jr. William E. Cribbin
/s/ Wayne T. Ewing /s/ Donald P. Gallop
- -------------------------------- ---------------------------------
Wayne T. Ewing Donald P. Gallop
/s/ C. E. Heiligenstein /s/ Carl G. Hogan, Sr.
- -------------------------------- ---------------------------------
C. E. Heiligenstein Carl G. Hogan, Sr.
/s/ Wendell J. Kelley
- -------------------------------- ---------------------------------
Franklin A. Jacobs Wendell J. Kelley
/s/ S. Lee Kling /s/ Ralph F. Korte
- -------------------------------- ---------------------------------
S. Lee Kling Ralph F. Korte
/s/ Joseph R. Lowery /s/ Robert E. McGlynn
- -------------------------------- ---------------------------------
Joseph R. Lowery Robert E. McGlynn
<PAGE> 2
Magna Group, Inc.
Power of Attorney
Page 2
/s/ Frank R. Trulaske, III /s/ David A. Vogt
- -------------------------------- ---------------------------------
Frank R. Trulaske, III David A. Vogt
/s/ Dr. George T. Wilkins, Jr.
- --------------------------------
Dr. George T. Wilkins, Jr.
<PAGE> 1
EXHIBIT 99
THE MAGNA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
<PAGE> 2
THE MAGNA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
SECTION 1 - INTRODUCTION. . . . . . . . . . . . . . . . . . 1
1.1 Purpose. . . . . . . . . . . . . . . . . . . . . . 1
1.2 Stock Purchase Plan. . . . . . . . . . . . . . . . 1
1.3 Effective Date . . . . . . . . . . . . . . . . . . 1
1.4 Participating Subsidiaries . . . . . . . . . . . . 1
1.5 Stock Subject to Plan. . . . . . . . . . . . . . . 1
1.6 Appendices . . . . . . . . . . . . . . . . . . . . 1
SECTION 2 - DEFINITIONS . . . . . . . . . . . . . . . . . . 2
SECTION 3 - ENROLLMENT AND CONTRIBUTIONS. . . . . . . . . . 3
3.1 Eligibility for Enrollment . . . . . . . . . . . . 3
3.2 Enrollment Procedure . . . . . . . . . . . . . . . 3
3.3 Contributions. . . . . . . . . . . . . . . . . . . 4
3.4 Option Accounts. . . . . . . . . . . . . . . . . . 4
3.5 Matching Allocations . . . . . . . . . . . . . . . 4
3.6 No Funding of Accounts . . . . . . . . . . . . . . 4
SECTION 4 - GRANT AND EXERCISE OF OPTION. . . . . . . . . . 4
4.1 Grant of Options; Terms. . . . . . . . . . . . . . 4
4.2 Purchase of Stock; Price . . . . . . . . . . . . . 5
4.3 Stock Accounts . . . . . . . . . . . . . . . . . . 6
4.4 Section 16 Requirements. . . . . . . . . . . . . . 6
4.5 Stock Certificates . . . . . . . . . . . . . . . . 7
4.6 Excess Account Balances. . . . . . . . . . . . . . 7
4.7 No Interest on Account Balances. . . . . . . . . . 7
SECTION 5 - TERMINATION OF ENROLLMENT . . . . . . . . . . . 7
5.1 Termination of Enrollment. . . . . . . . . . . . . 7
5.2 Distributions to Employee. . . . . . . . . . . . . 8
5.3 Beneficiaries. . . . . . . . . . . . . . . . . . . 8
SECTION 6 - PLAN ADMINISTRATION . . . . . . . . . . . . . . 9
6.1 Administrative Committee . . . . . . . . . . . . . 9
6.2 Committee Powers . . . . . . . . . . . . . . . . . 9
6.3 Committee Actions. . . . . . . . . . . . . . . . . 9
6.4 Member Who is Participant. . . . . . . . . . . . . 10
6.5 Information Required from Company. . . . . . . . . 10
6.6 Information Required from Employees. . . . . . . . 10
6.7 Designation of Plan Type . . . . . . . . . . . . . 10
6.8 Uniform Rules and Administration . . . . . . . . . 10
- i -
<PAGE> 3
SECTION 7 - AMENDMENT AND TERMINATION . . . . . . . . . . . 10
7.1 Amendment. . . . . . . . . . . . . . . . . . . . . 10
7.2 Termination. . . . . . . . . . . . . . . . . . . . 11
7.3 Rights Upon Termination. . . . . . . . . . . . . . 11
SECTION 8 - GENERAL PROVISIONS. . . . . . . . . . . . . . . 11
8.1 No Transfer or Assignment. . . . . . . . . . . . . 11
8.2 Equal Rights and Privileges. . . . . . . . . . . . 11
8.3 Rights as Stockholder. . . . . . . . . . . . . . . 11
8.4 Rights as Employee . . . . . . . . . . . . . . . . 11
8.5 Costs. . . . . . . . . . . . . . . . . . . . . . . 11
8.6 Plan Year. . . . . . . . . . . . . . . . . . . . . 12
8.7 Reports. . . . . . . . . . . . . . . . . . . . . . 12
8.8 Actions by Company . . . . . . . . . . . . . . . . 12
8.9 Governmental Approval. . . . . . . . . . . . . . . 12
8.10 Stockholder Approval. . . . . . . . . . . . . . . 12
8.11 Applicable Law. . . . . . . . . . . . . . . . . . 12
8.12 Gender and Number . . . . . . . . . . . . . . . . 12
8.13 Headings. . . . . . . . . . . . . . . . . . . . . 12
- ii -
<PAGE> 4
THE MAGNA GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
SECTION 1 - INTRODUCTION
- ------------------------
1.1 Purpose. The purpose of The Magna Group, Inc. Employee
-------
Stock Purchase Plan is to encourage stock ownership by employees of
the Company and its Subsidiaries and thereby provide employees with
an additional incentive to contribute to the long-term
profitability and success of the Company and its Subsidiaries. The
Plan is for the exclusive benefit of eligible employees of the
Company and its Subsidiaries.
1.2 Stock Purchase Plan. The Plan is a stock purchase plan
-------------------
that is intended to satisfy all requirements of Section 423 of the
Internal Revenue Code of 1986, as amended. Any provision of the
Plan inconsistent with Code Section 423 will, without further act
or amendment by the Company, be reformed to comply with Code
Section 423.
1.3 Effective Date. The Plan will be effective July 1,
--------------
1995, subject to approval of the Plan by the stockholders of the
Company (contemplated to occur on May 3, 1995). No person whose
employment by the Company or its Subsidiaries terminated before
such Effective Date will have any rights or obligations under the
Plan.
1.4 Participating Subsidiaries. A Subsidiary of the
--------------------------
Company as of the Effective Date will be deemed to have adopted the
Plan for its eligible Employees as of the Effective Date, and any
corporation that becomes a Subsidiary after the Effective Date will
be deemed to have adopted the Plan for its eligible Employees
immediately upon becoming a Subsidiary, unless the Company acts to
exclude the Subsidiary and its eligible Employees from
participation in the Plan.
1.5 Stock Subject to Plan.
---------------------
(a) The Stock subject to purchase under the Plan will
be shares of the Company's authorized but unissued shares or
previously issued shares of Stock reacquired and held by the
Company or shares acquired in the market. The aggregate
number of shares of Stock that may be purchased under the
Plan will not exceed 1.5 million (1,500,000) shares. All
shares of Stock purchased under the Plan will count against
this limitation.
(b) In case of a reorganization, recapitalization,
stock split, reverse stock split, stock dividend, combination
of shares, merger, consolidation, offering of rights or other
change in the capital structure of the Company, the Committee
may make such adjustment as it deems appropriate in the
number, kind and purchase price of shares of Stock available
for purchase under the Plan, subject to Section 7.1.
1.6 Appendices. The Plan may be amplified or modified from
----------
time to time by appendices. Each most recent appendix forms a part
of the Plan and its provisions will supersede those of the original
Plan and any prior appendices as necessary to eliminate any
inconsistencies.
<PAGE> 5
SECTION 2 - DEFINITIONS
- -----------------------
For purposes of this Plan, the following words and phrases,
whether or not capitalized, have the meanings specified below,
unless the context plainly requires a different meaning:
2.1 "Beneficiary" means a person to whom all or a portion
-----------
of the amounts due to the Employee under this Plan will be paid if
the Employee dies before they receive such amounts.
2.2 "Code" means the Internal Revenue Code of 1986, as
----
amended, and all regulations thereunder.
2.3 "Committee" means the Compensation Committee of the
---------
Board of Directors of Magna Group, Inc.
2.4 "Company" means Magna Group, Inc., a Delaware
-------
corporation.
2.5 "Custodian" means Magna Trust Company.
---------
2.6 "Discount Plan" means this Plan for any Offering Period
-------------
for which it has been designated a Discount Plan in accordance with
Section 6.7.
2.7 "Earnings" means that portion of an Employee's salary
--------
or wages which is designated as "Regular Pay" under the Company's
payroll system and received for services rendered for the Company
or a Subsidiary during the applicable period specified in the Plan.
2.8 "Effective Date" means the effective date of the Plan,
--------------
as specified in Section 1.3.
2.9 "Employee" means any common-law employee of the Company
--------
or a Subsidiary.
2.10 "Enrollment Date" means the Effective Date and the
---------------
first business day of each Offering Period thereafter.
2.11 "Matching Plan" means this Plan for any Offering Period
-------------
for which it has been designated a Matching Plan in accordance with
Section 6.7.
2.12 "Offering Period" means the period from the Effective
---------------
Date to December 31, 1995, and thereafter the six (6) month periods
beginning January 1 and July 1 of each year.
2.13 "Option Account" means the Account maintained on behalf
--------------
of the Employee under Section 3.4 to which contributions to the
Plan are credited and from which amounts are withdrawn to exercise
options on a Purchase Date.
2.14 "Participating Subsidiary" means a Subsidiary which is
------------------------
participating in the Plan in accordance with Section 1.4.
2.15 "Plan" means The Magna Group, Inc. Employee Stock
----
Purchase Plan, as described in this document.
- 2 -
<PAGE> 6
2.16 "Purchase Date" means the fifth business day of each
-------------
calendar quarter.
2.17 "Stock" means the Common Stock of the Company, par
-----
value $2.00 per share.
2.18 "Stock Account" means the account maintained on behalf
-------------
of the Employee under Section 4.3 to which Stock purchased under
the Plan is credited.
2.19 "Subsidiary" means any corporation in an unbroken chain
----------
of corporations beginning with the Company if each corporation in
the chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in the chain.
SECTION 3 - ENROLLMENT AND CONTRIBUTIONS
- ----------------------------------------
3.1 Eligibility for Enrollment.
--------------------------
(a) An Employee may enroll in the Plan for an
Offering Period unless one of the following applies to the
Employee:
(i) They would, immediately upon enrollment, own
directly or indirectly, or hold options or rights to
acquire, an aggregate of five percent (5%) or more of
the total combined voting power or value of all
outstanding shares of all classes of the Company or any
Subsidiary; or
(ii) They are not employed by the Company or a
Participating Subsidiary.
(b) The Committee will notify an Employee of the date
they are first eligible to enroll in the Plan and make
available to each eligible Employee the necessary enrollment
forms before each Offering Period.
3.2 Enrollment Procedure.
--------------------
(a) To enroll in the Plan for an Offering Period, an
Employee must file an enrollment form with the Company and
elect to make contributions under the Plan in accordance with
Section 3.3. The enrollment form must be received by the
Company at least twenty (20) calendar days prior to the
Enrollment Date for the Offering Period and must state the
contribution rate elected by the Employee for the Offering
Period.
(b) An Employee whose enrollment in and contributions
under the Plan continues throughout an Offering Period will
automatically be enrolled in the Plan for the next Offering
Period unless (i) the Employee files a written notice of
withdrawal with the Company before the Enrollment Date for
the next Offering Period or (ii) on the first day of such
Offering Period they are described in Section 3.1(a)(i) or
(ii). The contribution rate for an Employee who is
automatically enrolled for an Offering Period pursuant to
this Section will be their contribution rate in effect for
the preceding Offering Period, unless they file an amended
enrollment form with the Company at least twenty (20)
calendar days prior to the next subsequent Offering Period
designating a different contribution rate.
- 3 -
<PAGE> 7
3.3 Contributions.
-------------
(a) To enroll for the first time in the Plan for an
Offering Period, an Employee must elect to make a
contribution under the Plan by means of payroll deduction for
each payroll period within the Offering Period.
(b) An Employee may elect to make such contributions
in amounts not less than $5 per payroll period and not more
than the lesser of (i) $12,500 per Offering Period (or such
other amount as the Committee may establish from time to time
and communicate to Employees before the Enrollment Date) or
(ii) a percentage of their Earnings for each payroll period
that ensures that the limit on the purchase of shares of
Stock specified in Section 4.1 is not exceeded for the
Offering Period.
(c) The contribution for each payroll period must be
made in a whole dollar amount.
(d) Payroll deductions will commence with the first
payroll period that begins within the Offering Period and
will be made in conformity with the Company's payroll
deduction schedule and practices.
(e) An Employee may elect to increase, decrease or
discontinue contributions only as of the beginning of the
first payroll period in an Offering Period, by giving written
notice to the Committee at least twenty (20) calendar days
before such payroll period takes effect.
3.4 Option Accounts. All contributions made by an Employee
---------------
under the Plan will be credited to an Option Account maintained by
the Custodian on behalf of the Employee. The Custodian will make
the credit as soon as practicable after the contributions are
withheld from the Employee's Earnings. The Custodian may maintain
as many subaccounts under an Employee's Option Account as may be
necessary for the proper administration of the Plan.
3.5 Matching Allocations. On or before each Purchase Date
--------------------
for an Offering Period for which the Plan is a Matching Plan, the
Company will allocate to each Option Account 17.647% of the amount
credited to such Option Account on behalf of the Employee since the
prior Purchase Date. Such allocation by the Company will be
determined to the nearest cent ($0.01).
3.6 No Funding of Accounts. No cash shall be set aside
----------------------
with respect to an Option Account until it is credited thereto.
Nothing contained in this Plan and no action taken pursuant to the
provisions hereof shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company or the
Custodian and any Employee or any other person with respect to an
Option Account. Amounts credited to an Option Account at any time
and from time to time shall be paid from the general funds of the
Company. To the extent that any person acquires a right to receive
the benefit of amounts credited to an Option Account, such right
shall be that of an unsecured general creditor of the Company.
SECTION 4 - GRANT AND EXERCISE OF OPTION
- ----------------------------------------
4.1 Grant of Options; Terms. Enrollment in the Plan for an
-----------------------
Offering Period will constitute the grant by the Company of an
option to purchase shares of Stock under the Plan during such
Offering
- 4 -
<PAGE> 8
Period. Enrollment in the Plan (whether actual or
automatic) for each Offering Period will constitute a new grant of
an option to purchase shares of Stock under the Plan. Each option
will be subject to the following terms:
(a) The option price will be as specified in Section
4.2.
(b) Except as limited in (e) below, the number of
shares of Stock subject to the option will equal the number
of shares of Stock that can be purchased at the option price
specified in Section 4.2 with the aggregate amount credited
to the Employee's Option Account as of the Purchase Date
(including, for any Offering Period for which the Plan is a
Matching Plan, the Matching Allocation made by the Company
for each such Purchase Date of the Offering Period). Such
number of shares shall be determined to three decimal places.
(c) The option will be exercised on each Purchase
Date for the Offering Period.
(d) The payment by an Employee for the shares of
Stock purchased under an option will be made only through
payroll deduction in accordance with Section 3.3.
(e) The number of shares of Stock subject to the
option for any Employee (when taken together with all other
options held by such Employee under any other stock purchase
plan of the Company or a Subsidiary) will not exceed the
number derived by dividing twelve thousand five hundred
dollars ($12,500) by the fair market value of a share of
Stock on the Enrollment Date for the Offering Period.
(f) The option will expire on the earliest of (i) the
last Purchase Date for the Offering Period or (ii) the date
on which the Employee's enrollment in the Plan terminates.
4.2 Purchase of Stock; Price.
------------------------
(a) As of each Purchase Date for each Offering
Period, the Custodian will apply to the purchase of shares of
Stock the amounts credited to each Employee's Option Account
as of such Purchase Date (including, for any Offering Period
for which the Plan is a Matching Plan, the Company's Matching
Allocation with respect to such amounts). Shares of Stock
purchased on a Purchase Date for an Offering Period for which
the Plan is a Matching Plan shall be purchased in the market
or from sellers other than the Company. Such purchase will
be effected by an independent agent and the Company will not
control or influence the time when, or the price at which,
the independent agent may purchase Stock, the amount of Stock
to be purchased, the manner in which Stock is to be
purchased, or the selection of the broker or dealer through
which purchases may be executed. Shares of Stock purchased
on a Purchase Date for an Offering Period for which the Plan
is a Discount Plan shall be purchased from the Company from
its treasury or from its authorized but unissued shares. The
Custodian may aggregate the amounts in all Option Accounts
when purchasing such shares of Stock, provided that shares so
purchased shall be allocated to the Stock Accounts for each
Participant in proportion to the amounts withdrawn from each
Participant's Option Account.
(b) The cost of each share of Stock purchased on a
Purchase Date will be determined as follows:
- 5 -
<PAGE> 9
(i) For each Purchase Date for an Offering Period
for which the Plan is a Matching Plan, the cost of each
share shall equal one hundred percent (100%) of the
average cost of all shares of Stock acquired on the
Purchase Date.
(ii) For each Purchase Date for an Offering Period
for which the Plan is a Discount Plan, the cost of each
share shall equal eighty five percent (85%) of the fair
market value of a share of Stock on the Purchase Date.
(c) For purposes of the Plan, the "fair market value"
of a share of Stock means, for any particular date, (i) for
any period during which the Stock shall not be listed for
trading on a national securities exchange, but when prices
for the Stock shall be reported by the Nasdaq National
Market, the last transaction price per share as quoted by the
Nasdaq National Market, (ii) for any trading period during
which the Stock shall not be listed for trading on a national
securities exchange or its price reported by the Nasdaq
National Market, but when prices for the Stock shall be
reported on The Nasdaq SmallCap Market, the closing bid price
as reported by The Nasdaq SmallCap Market, (iii) for any
period during which the Stock shall be listed for trading on
a national securities exchange, the closing price per share
of Stock on such exchange as of the close of such trading day
or (iv) the market price per share of Stock as determined by
a nationally recognized investment banking firm selected by
the Board of Directors of the Company in the event neither
(i), (ii) or (iii) above shall be applicable. If fair market
value is to be determined as of a day when the securities
markets are not open, the fair market value on that day shall
be the fair market value on the preceding day when the
markets were open.
4.3 Stock Accounts.
--------------
(a) Following a Purchase Date, all shares of Stock
purchased on behalf of an Employee on such Purchase Date
shall be credited to a Stock Account maintained by the
Custodian. The Custodian shall maintain such Stock Account
as agent on behalf of the Employee, and may maintain such
subaccounts under each Employee's Stock Account as are
necessary or appropriate for the proper administration of the
Plan.
(b) Dividends payable with respect to shares of Stock
credited to such Employee's Stock Account will be credited by
the Custodian to such Employee's Option Account to be used to
purchase additional shares of Stock on the next subsequent
Purchase Date.
(c) The Custodian will deliver or cause to be
delivered to each Employee for whom it maintains a Stock
Account, within a reasonable time prior to each meeting of
stockholders of the Company, proxy statements and other
communications which are distributed to owners of Stock.
Such Employee shall have the right to direct the Custodian,
as their agent, as to the exercise of all voting rights with
respect to the Stock credited to their Stock Account. Such
voting rights shall be exercised by the Custodian only to the
extent directed by such Participant. Any shares of Stock
held in a Stock Account for which the Custodian does not
receive voting instructions shall not be voted.
4.4 Section 16 Requirements. Notwithstanding any other
-----------------------
provision of the Plan, the Committee may impose such conditions as
may be required to satisfy the requirements of Section 16 of the
Securities Exchange Act of 1934 and the rules promulgated
thereunder.
- 6 -
<PAGE> 10
4.5 Stock Certificates.
------------------
(a) Subject to the provisions of Section 4.4 hereof,
in January of each year, the Custodian shall deliver to each
Employee, in certificate form, any whole shares of Stock
which are credited to such Employee's Stock Account as of
December 31 of the preceding year.
(b) When an Employee's employment with the Company
and all Participating Subsidiaries terminates, any whole
shares of Stock which remain credited to one or more
subaccounts under their Stock Account will be distributed to
them in certificate form as soon as practicable after such
termination of employment, and cash representing any
fractional shares held in such subaccounts (valued as of the
Purchase Date next preceding the date of distribution) will
be paid to them at the same time. Any dividends received on
shares which were distributed to the Employee after the
dividend record date will be invested as provided in Section
4.3(b). The shares of Stock so purchased will be distributed
as soon as practicable after their purchase, and cash
representing any fractional share will be paid to the
Employee at the same time.
(c) No Employee may sell or transfer shares of Stock
which are credited to their Stock Account until such time as
such shares of Stock are certificated by the Custodian.
4.6 Excess Account Balances. Any balance in the Option
-----------------------
Account of each Employee after the purchase of shares of Stock on
each Purchase Date shall be treated as follows:
(a) Amounts which reflect the value of a fractional
share not purchased on the Purchase Date will be retained in
the Option Account and carried forward for application at the
next Purchase Date, including a Purchase Date which falls in
the subsequent Offering Period.
(b) Amounts which reflect Employee contributions
which were not applied to the purchase of shares on the
Purchase Date by reason of the limitations of Section 4.1(e)
will be returned to the Employee as soon as is practicable
following the Purchase Date, and any Matching Allocation
credited to the Option Account with respect to amounts to be
returned to the Employee shall, as soon as practicable, (i)
be returned to the Company or (ii) be applied against the
Company's obligation to make further Matching Allocations and
reallocated to other Option Accounts.
4.7 No Interest on Account Balances. No interest or other
-------------------------------
earnings will be credited to any Option Account with respect to (a)
amounts credited thereto during an Offering Period, (b) amounts to
be carried forward to a subsequent Offering Period or (c) amounts
to be returned to the Employee. Neither the Custodian, the
Committee nor the Company shall have any obligation to invest or
otherwise manage amounts credited to an Option Account, other than
to apply such amounts to the purchase of Stock in accordance with
the terms of this Plan.
SECTION 5 - TERMINATION OF ENROLLMENT
- -------------------------------------
5.1 Termination of Enrollment.
-------------------------
(a) An Employee's enrollment in the Plan will
terminate under the following circumstances:
- 7 -
<PAGE> 11
(i) An Employee's enrollment will terminate as of
the beginning of the Offering Period that begins at
least twenty (20) calendar days after they file a
written notice of withdrawal with the Company.
(ii) An Employee's enrollment will terminate
following their termination of employment with the
Company and all Participating Subsidiaries at the
earlier of (A) such time as they are entitled to no
further Earnings or (B) the first day of the payroll
period which is more than twenty (20) calendar days
after the Employee gives written notice of
discontinuance of contributions as provided in Section
3.3(e).
(iii) An Employee's enrollment will terminate as
of the date on which the Employee would own directly or
indirectly, or hold options or rights to acquire, an
aggregate of five percent (5%) or more of the total
combined voting power or value of all outstanding
shares of all classes of the Company or any Subsidiary.
(iv) An Employee's enrollment will terminate
immediately upon a violation of Section 8.1.
(b) An Employee whose enrollment in the Plan
terminates under this Section may again enroll in the Plan as
of any subsequent Enrollment Date if they satisfy the
eligibility conditions of Section 3.1 as of such date.
(c) A Employee's election to discontinue
contributions under Section 3.3 will not constitute a
termination of their enrollment under this Section.
5.2 Distributions to Employee.
-------------------------
(a) As soon as practicable after an Employee's
enrollment in the Plan terminates under this Section, the
Custodian will take the following actions:
(i) The Custodian will pay to the Employee all
amounts credited to their Option Account as of the date
of termination; and
(ii) The Custodian will distribute to the Employee
certificates representing any shares of Stock
previously purchased under the Plan of which the
Employee is the beneficial owner but which have not
been distributed prior to the date of termination.
(b) If an Employee's enrollment terminates as a
result of their death, or if the Employee's death occurs
before they receive a distribution under this Section, all
amounts payable under this Section to the Employee will be
paid to their Beneficiary.
5.3 Beneficiaries.
-------------
(a) An Employee may designate one or more persons
(concurrently, contingently or successively) to whom amounts
credited to their Option Account and certificates evidencing
shares of Stock purchased on their behalf under the Plan will
be distributed if they die before they receive complete
payment of such amounts and shares. Any such designation
must be
- 8 -
<PAGE> 12
made on a form provided by the Company for this
purpose, will be effective on the date received by the
Company and may be revoked by the Employee at any time.
(b) If no designated beneficiary survives the
Employee, then their estate will be their Beneficiary for
purposes of this Plan.
SECTION 6 - PLAN ADMINISTRATION
- -------------------------------
6.1 Administrative Committee. The Plan will be
------------------------
administered by the Committee.
6.2 Committee Powers.
----------------
(a) The Committee will have all powers appropriate to
administer the Plan including, but not limited to, the
following:
(i) To determine all questions that may arise
under the Plan, including the power to determine the
rights or eligibility of an Employee or their
Beneficiaries;
(ii) To construe the terms of the Plan and to
remedy ambiguities, inconsistencies or omissions;
(iii) To adopt such rules of procedure and
prescribe such forms as it considers appropriate for
the proper administration of the Plan and are
consistent with the Plan;
(iv) To enforce the Plan provisions and the rules
of procedure which it adopts;
(v) To furnish the Custodian with such information
relating to the Plan as may be required by it for tax
or other purposes; and
(vi) To employ agents, attorneys, accountants,
actuaries or other persons, and to allocate or delegate
to them such powers, rights and duties as it considers
appropriate for the proper administration of the Plan.
(b) The Committee will have such further powers and
duties as may be elsewhere specified in the Plan.
6.3 Committee Actions. The actions of the Committee may be
-----------------
taken either at a meeting by a majority of its members, or in
writing without a meeting if all members of the Committee sign such
writing. In taking action:
(a) The Committee may delegate authority to a
specific member(s) of the Committee to carry out such duties
as the Committee may assign;
(b) A member of the Committee may by writing delegate
any or all of their rights, powers, duties and discretions to
any other member of the Committee, with the consent of the
latter; and
- 9 -
<PAGE> 13
(c) When there is an even division of opinion among
the members of the Committee as to a matter, the Board of
Directors of the Company will decide the matter, provided,
however, that no member of the Board of Directors may vote on
such a matter if it concerns their individual rights,
privileges or obligations under the Plan.
6.4 Member Who is Participant. If a member of the
-------------------------
Committee is an Employee, they may not decide any matter relating
to their participation or Option Account or how their Option
Account is to be paid to them that they would not have the right to
decide were they not a member of the Committee, and they will not
receive any compensation for their services as a member of the
Committee.
6.5 Information Required from Company. The Company will
---------------------------------
furnish the Committee with such data and information as the
Committee deems appropriate to administer the Plan. The records of
the Company as to an Employee's Earnings will be conclusive on all
persons unless determined by the Committee to be clearly incorrect.
6.6 Information Required from Employees. Each person
-----------------------------------
entitled to benefits under the Plan must furnish the Company from
time to time in writing such person's mailing address, each change
of mailing address and such other data and information as the
Committee deems appropriate to administer the Plan. Any
communication, statement or notice mailed with postage prepaid to
any person at the last mailing address filed with the Company will
be binding upon such person for all purposes of the Plan.
6.7 Designation of Plan Type. The Plan will be a Discount
------------------------
Plan for the Offering Period which begins on the Effective Date,
and will remain a Discount Plan for each subsequent Offering Period
unless the Committee determines that for a particular Offering
Period it shall be a Matching Plan. The Plan shall thereafter
remain a Matching Plan until the Committee again determines that it
shall be a Discount Plan. Such determination of Plan type may be
made by the Committee as often as it deems appropriate, but any
such determination must be made before the beginning of the first
Offering Period for which a change in Plan type is to be effective,
and shall be communicated to Employees at least thirty (30) days
before the beginning of such Offering Period. Any determination of
Plan type under this Section 6.7 shall remain in effect for
subsequent Offering Periods until changed by the Committee.
6.8 Uniform Rules and Administration. The Committee will
--------------------------------
administer the Plan on a nondiscriminatory basis and will apply
uniform rules to all persons similarly situated.
SECTION 7 - AMENDMENT AND TERMINATION
- -------------------------------------
7.1 Amendment.
---------
(a) The Company reserves the right to amend the Plan
from time to time subject to the following limitations:
(i) No amendment will be made without the prior
approval of the stockholders of the Company if the
amendment will (1) increase the number of shares of
Stock reserved for purchase under the Plan, (2)
materially modify the eligibility conditions or
materially increase the benefits available under the
Plan or (3) cause the options granted under the Plan to
fail to meet the requirements of Code Section 423.
- 10 -
<PAGE> 14
(ii) No amendment will make any change in an
option granted previously and outstanding which
adversely affects the rights of an Employee with
respect to such option.
(iii) No amendment will reduce the amount of an
Employee's Option Account balance.
(b) The Company may delegate to the Committee or its
officers the power to amend the Plan as the Company deems
appropriate, subject to the limitations of this Section.
7.2 Termination. Although the Company intends to maintain
-----------
the Plan indefinitely, the Plan is entirely voluntary on the part
of the Company and the continuance of the Plan should not be
construed as a contractual obligation of the Company. Accordingly,
the Company reserves the right to terminate the Plan at any time.
7.3 Rights Upon Termination.
-----------------------
(a) If the Plan terminates, the Committee may elect
to terminate all outstanding options to purchase shares of
Stock under the Plan either immediately or upon completion of
the purchase of shares of Stock on the next following
Purchase Date.
(b) If the Committee terminates an option to purchase
shares of Stock prior to the expiration of the option, all
amounts contributed to the Plan which remain in an Employee's
Option Account will be returned to the Employee as soon as
practicable.
SECTION 8 - GENERAL PROVISIONS
- ------------------------------
8.1 No Transfer or Assignment. The rights of an Employee
-------------------------
under the Plan may not be sold, pledged, assigned or transferred,
voluntarily or involuntarily, in any manner other than by will or
the laws of descent and distribution.
8.2 Equal Rights and Privileges. All Employees who are
---------------------------
granted an option under the Plan for an Offering Period will have
equal rights and privileges with respect to such option.
8.3 Rights as Stockholder. The grant of an option to
---------------------
purchase shares of Stock under the Plan will not confer upon an
Employee any rights as a stockholder of the Company with respect to
shares of Stock subject to the option. An Employee will become a
stockholder with respect to shares of Stock subject to an option
under the Plan only when the purchase of such shares of Stock is
completed as of a Purchase Date.
8.4 Rights as Employee. The Plan is not a contract of
------------------
employment, and the grant of an option to purchase shares of Stock
under the Plan will not confer upon any Employee the right to be
retained in the employ of the Company or any Subsidiary.
8.5 Costs. All costs and expenses incurred in the
-----
administration of the Plan will be paid by the Company and its
Subsidiaries. Any brokerage fees for the purchase of shares of
Stock under the Plan (including shares of Stock purchased by
reinvestment of dividends as provided in Section 4.3(b))
- 11 -
<PAGE> 15
will be paid by the Company and its Subsidiaries, but any brokerage fees
for the sale of shares of Stock by an Employee will be borne by the
Employee.
8.6 Plan Year. The Plan will operate on a plan year which
---------
begins July 1, 1995 and ends December 31, 1995, and thereafter
coincides with the calendar year.
8.7 Reports. The Company will provide or cause to be
-------
provided to each Employee an annual report of their contributions
under the Plan for each Plan Year and the shares of Stock purchased
with such contributions.
8.8 Actions by Company. Any action taken by the Company
------------------
with respect to the Plan will be by resolution of its Board of
Directors or by a person or persons authorized by resolution of its
Board of Directors.
8.9 Governmental Approval. The Plan and any offering or
---------------------
sale made to Employees under the Plan is subject to any
governmental approvals or consents that are or may become
applicable in connection herewith.
8.10 Stockholder Approval. The Plan is subject to approval
--------------------
by the holders of a majority of the shares present in person or by
proxy and voting at the meeting at which the Plan is considered and
shall not be effective without such approval.
8.11 Applicable Law. The Plan will be governed by the
--------------
internal laws of the State of Delaware, without regard to the law
of conflicts of such state, to the extent that federal law does not
preempt such laws.
8.12 Gender and Number. When the context permits, words in
-----------------
the Plan used in the masculine gender include the feminine gender,
words in the singular include the plural and words in the plural
include the singular.
8.13 Headings. All headings in the Plan are included solely
--------
for ease of reference and do not bear on the interpretation of the
text.
- 12 -
