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Registration No. ______________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
GENERAL SIGNAL CORPORATION
(Name of registrant as specified in charter)
New York 16-0445660
(State of Incorporation) (I.R.S.No.)
ONE HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06904
(203) 329-4100
(Address of Principal Executive Offices)
GENERAL SIGNAL CORPORATION
1996 STOCK INCENTIVE PLAN
1992 GENERAL SIGNAL CORPORATION STOCK INCENTIVE PLAN
1989 GENERAL SIGNAL CORPORATION STOCK OPTION AND INCENTIVE PLAN
1985 GENERAL SIGNAL CORPORATION STOCK OPTION PLAN
EDGAR J. SMITH, JR., ESQ.
Vice President, General Counsel and Secretary
GENERAL SIGNAL CORPORATION
One High Ridge Park, P.O. Box 10010
Stamford, Connecticut 06904
(203) 329-4100
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE*
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of Securities to be offering price offering registration
to be registered(1) registered per share(3) price(3) fee(4)
(1)(2)
Common Stock,
$1 par value 2,400,000 $38.6875 $92,850,000 $32,017.24
shares
(1) Also includes the associated Common Stock Purchase Rights.
(2) The number of shares of Common Stock stated above is the aggregate
number of such shares which may be issued on the exercise of options or the
award of restricted stock, performance shares or performance units under the
1996 Stock Incentive Plan under this Registration Statement. The maximum
number of shares which may be issued under any of the plans cannot presently
be determined since adjustments in the number of shares may be made in the
event of stock splits, stock dividends, or other changes in the corporate
structure or shares of General Signal Corporation during the period any
offering is in effect. Accordingly, this Registration Statement covers, in
addition to the number of shares of Common Stock stated above, an
indeterminate number of shares, which by reason of any of such event may
become subject to issuance under any of the plans.
(3) Estimated solely for the purpose of calculating the registration
fee, computed pursuant to Rules 457 (c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low prices of a
share of the Registrant's Common Stock, as reported on the New York Stock
Exchange on May 28, 1996.
(4) Pursuant to Rule 429 under the Securities Act of 1933, as amended,
this Registration Statement also covers 1,588,449 shares of Common Stock,
641,814 shares of Common Stock and 239,620 shares of Common Stock previously
registered under Registration Statement Nos. 33-47495, 33-27395 and 2-96297,
as to which filing fees of $17,544.38, $6,105.00 and $7,425.00, respectively,
were previously paid with such earlier Registration Statement.
____________________
This Registration Statement also serves as a Post-Effective Amendment to
Registration Statement Nos. 33-47495, 33-27395 and 2-96297.
___________________________________________________________________
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GENERAL SIGNAL CORPORATION 1996 STOCK INCENTIVE PLAN
1992 GENERAL SIGNAL CORPORATION STOCK INCENTIVE PLAN
1989 GENERAL SIGNAL CORPORATION STOCK OPTION AND INCENTIVE PLAN
1985 GENERAL SIGNAL CORPORATION STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information listed below, which has been filed by the registrant
with the Commission, is specifically incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1995.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
of the Corporation and Current Reports on form 8-K filed on February 7, 1996
and April 30, 1996.
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 prior to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or which deregisters all
securities then 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 4. Description of Securities
The authorized capital stock of the Corporation consists of 150,000,000
shares of Common Stock, par value $1.00 per share, and 10,000,000 shares of
Preferred Stock, par value $1.00 per share (the "Preferred Stock"). The
Board of Directors of the Corporation is empowered to cause shares of
Preferred Stock to be issued in one or more series, with the number of shares
in each series and the rights, preferences and limitations of each series
determined by it. As of the date of this Prospectus, no shares of the
Preferred Stock of the Corporation were outstanding.
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Subject to any limitations prescribed in connection with the issuance of
any outstanding shares of Preferred Stock, dividends as determined by the
Board of Directors of the Corporation may be declared and paid on the Common
Stock from time to time out of any funds legally available therefor. The
holders of Common Stock are entitled to one vote per share and do not have
cumulative voting rights or preemptive rights. The Corporation's Common
Stock is not subject to further calls and all of the outstanding shares of
Common Stock are fully paid and non-assessable.
On February 1, 1996, the Board of Directors declared a dividend
distribution of one Common Stock Purchase Right (the "Right") for each share
of Common Stock outstanding on March 21, 1996. Shares issued subsequent to
March 21 automatically receive these Rights. The Rights expire on March 21,
2006, unless redeemed or exchanged earlier by the Corporation. Each Right
entitles its registered holder to purchase from the Corporation one share of
Common Stock at a price of $150 per Share, subject to adjustment to prevent
dilution.
The Rights are not exercisable and cannot be transferred separately from
the Common Stock until: 1) a person or group publicly announces the
acquisition of, or obtains the right to acquire, 20% or more of the
outstanding shares of the Corporation's Common Stock; or 2) a tender or
exchange offer is announced or commenced which would result in such an
acquisition. Within 10 days after such a 20% interest has actually been
obtained, the Corporation is entitled to redeem all of the Rights at a price
of $0.01 per Right.
If certain triggering events occur, and unless the Rights are redeemed
by the Corporation, the Rights holder is entitled to receive for $150 per
Right the number of shares of General Signal's or an acquiring corporation's
common stock having a market value of $300, subject to adjustment to prevent
dilution. This provision does not apply to Rights that are beneficially
owned by the acquirer. These triggering events are: 1) the Corporation is
acquired in a merger or other business combination transaction; 2) 50% or
more of its assets or earnings power are sold or transferred; 3) an acquirer
engages in one of a number of self-dealing transactions specified in the
Rights Agreement; or 4) an acquirer becomes the beneficial owner of 20% or
more of the Corporation's outstanding shares of Common Stock.
The Transfer Agent and Registrar for the Common Stock is First Chicago
Trust Company of New York.
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Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article V, Section 1 of the By-Laws of the Corporation reads as follows:
"SECTION 1: Except to the extent expressly prohibited by the New York
Business Corporation Law, the Corporation shall indemnify each person made or
threatened to be made a party to any action or proceeding, whether civil or
criminal and whether by or in the right of the Corporation or otherwise, by
reason of the fact that such person or such person's testator or intestate is
or was a director or officer of the Corporation or serves or served at the
request of the Corporation any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity while he or
she was such a director or officer (hereinafter referred to as `Indemnified
Person'), against judgments, fines, penalties, amounts paid in settlement and
reasonable expenses, including attorneys' fees, incurred in connection with
such action or proceeding, or any appeal therein, provided that no such
indemnification shall be made if a judgment or other final adjudication
adverse to such Indemnified Person establishes that either (a) his or her
acts were committed in bad faith, or were the result of active and deliberate
dishonesty, and were material to the cause of action so adjudicated, or (b)
that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.
The Corporation shall advance or promptly reimburse upon request any
Indemnified Person for all expenses, including attorneys' fees, reasonably
incurred in defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
Indemnified Person to repay such amount if such Indemnified Person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such Indemnified Person is entitled.
Nothing herein shall limit or affect any right of any Indemnified Person
otherwise than hereunder to indemnification or expenses, including attorneys'
fees, under any statute, rule, regulation, certificate of incorporation,
by-law, insurance policy, contract or otherwise.
Anything in these by-laws to the contrary notwithstanding, no
elimination of this by-law, and no amendment of this by-law adversely
affecting the right of any Indemnified Person to indemnification or
advancement of expenses hereunder shall be effective until the 60th day
following notice to such Indemnified Person of such action, and no
elimination of or amendment to this by-law shall thereafter deprive any
Indemnified Person of his or her rights hereunder arising out of alleged or
actual occurrences, acts or failures to act prior to such 60th day.
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The Corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any
corporate action or enter into any agreement which prohibits, or otherwise
limits the rights of any Indemnified Person to, indemnification in accordance
with the provisions of this by-law. The indemnification of any Indemnified
Person provided by this by-law shall be deemed to be a contract between the
Corporation and each Indemnified Person and shall continue after such
Indemnified Person has ceased to be a director or officer of the Corporation
and shall inure to the benefit of such Indemnified Person's heirs, executors,
administrators and legal representatives. If the Corporation fails timely to
make any payment pursuant to the indemnification and advancement or
reimbursement of expenses provisions of this Article V and an Indemnified
Person commences an action or proceeding to recover such payment, the
Corporation in addition shall advance or reimburse such Indemnified Person
for the legal fees and other expenses of such action or proceeding.
The Corporation is authorized to enter into agreements with any of its
directors or officers extending rights to indemnification and advancement of
expenses to such Indemnified Person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such Indemnified Person pursuant to this
by-law, it being expressly recognized hereby that all directors or officers
of the Corporation, by serving as such after the adoption hereof, are acting
in reliance hereon and that the Corporation is estopped to contend otherwise.
Persons who are not directors or officers of the Corporation shall be
similarly indemnified and entitled to advancement or reimbursement of
expenses to the extent authorized at any time by the Board of Directors.
In case any provision in this by-law shall be determined at any time to
be unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of expenses to its
directors or officers, acting in such capacities or in the other capacities
mentioned herein, to the fullest extent permitted by law whether arising from
alleged or actual occurrences, acts or failures to act occurring before or
after the adoption of this Article V.
For purposes of this by-law, the Corporation shall be deemed to have
requested an Indemnified Person to serve an employee benefit plan where the
performance by such Indemnified Person of his or her duties to the
Corporation also imposes duties on, or otherwise involves services by, such
Indemnified Person to the plan or participants or beneficiaries of the plan,
and excise taxes assessed on an Indemnified Person with respect to an
employee benefit plan pursuant to applicable law shall be considered
indemnifiable fines. For purposes of this by-law, the term `Corporation'
shall include any legal successor to the Corporation, including any
corporation which acquires all or substantially all of the assets of the
Corporation in one or more transactions."
The Corporation also has entered into individual contracts with all its
directors, Chief Financial Officer and General Counsel providing for
indemnification similar to the indemnification provisions in the By-laws.
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Sections 721 through 726 of the New York Business Corporation Law
contain provisions for indemnification by the Corporation, under certain
circumstances, of officers and directors of the Corporation for certain
liabilities which may be incurred by them in their capacities as such.
The Corporation has purchased insurance to indemnify the Corporation and
all of its directors, officers and certain other employees who hold
management positions in the Corporation and its operating divisions and
subsidiaries for those liabilities in respect of which such indemnification
insurance is permitted under the laws of the State of New York.
The Corporation has additionally purchased insurance, as an extension of
the foregoing policy, covering any directors, officers, and full-time
salaried employees who are or shall be in breach of any fiduciary duty
imposed by the Employee Retirement Income Security Act of 1974 upon
fiduciaries as defined under that Act.
The Corporation's Certificate of Incorporation provides that a director
of the Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of duty as a director unless the
director's acts or omissions (a) were in bad faith, (b) involved intentional
misconduct or a knowing violation of law, (c) resulted in the director
deriving an improper personal benefit, or (d) resulted in the paying of a
dividend, the approval of a stock repurchase, the distribution of corporate
assets upon dissolution, or the making of a loan to a director in violation
of Section 719 of the New York Business Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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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 the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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.
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(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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Stamford, and the State of Connecticut on this 4th day of June, 1996.
GENERAL SIGNAL CORPORATION
By: /s/ Edgar J. Smith, Jr.
Vice President, General Counsel
and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment to the registration statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
Michael D. Lockhart* Chairman and Director June 4,1996
(Principal Executive Officer)
Terence D. Martin* Executive Vice
President- June 4, 1996
and Chief Financial Officer
(Principal Financial Officer)
Terry J. Mortimer* Vice President and
Controller June 4, 1996
(Principal Accounting Officer)
Ralph E. Bailey* Director June 4, 1996
H. Kent Bowen Director June 4, 1996
Van C. Campbell* Director June 4, 1996
Ursula F. Fairbairn Director June 4, 1996
Ronald E. Ferguson* Director June 4, 1996
John P. Horgan* Director June 4, 1996
Roland W. Schmitt* Director June 4, 1996
John R. Selby* Director June 4, 1996
*By /s/ (Edgar J. Smith, Jr., Attorney-in-fact)
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INDEX TO EXHIBITS
GENERAL SIGNAL CORPORATION
EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit No. Description
4.1* Restated Certificate of Incorporation of General
Signal Corporation, as amended through April
21,1994 (Exhibit 3.1 of the registrant's 1994
Form 10-K filed March 21, 1995).
4.2* By-laws of General Signal Corporation, as amended
through February 1, 1996. (Exhibit 3.2 of the
registrant's 1995 Form 10-K filed March 21,1996)
4.3* Rights Agreement, dated as of February 1, 1996,
between General Signal Corporation and First Chicago
Trust Company of New York, as Rights Agent. (Exhibit 4
of the Registrant's Form 8-A filed February 7, 1996).
4.4 General Signal Corporation's 1996 Stock Incentive
Plan (filed herewith).
4.5* General Signal Corporation's 1992 Stock Incentive
Plan as amended and restated July 7, 1993
(Exhibit 10.6 of the registrant's 1993 Form
10-K filed March 21, 1994).
4.6* General Signal Corporation's 1989 Stock Option
and Incentive Plan as amended July 7, 1993
(Exhibit 10.7 of the registrant's 1993 Form 10-K filed
March 21, 1994).
4.7 * General Signal Corporation's 1985 Stock Option Plan,
as amended and restated July 7, 1993,
(Exhibit 10.8 of the registrant's 1993 Form 10-K filed
March 21, 1994).
4.8* Form of Agreement used in regard to grant of options
under General Signal Corporation's 1985 Stock Option
Plan. (Exhibit 15.5 to Post-Effective Amendment No. 5
to R.S. No. 2-96297).
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4.9* Forms of Agreement used in regard to grant of options
under General Signal Corporation's 1989 Stock Option
and Incentive Plan (Exhibit 15.5 to Post-Effective
Amendment No. 1 to R.S. No. 33-27395).
4.10* Form of Agreement used in regard to grant of restricted
stock under General Signal Corporation's 1989 Stock
Option and Incentive Plan (Exhibit 4.10 to R.S.
No. 33-47495).
4.11 Form of Agreement used in regard to grant of restricted
stock under General Signal Corporation's 1992 Stock
Incentive Plan (filed herewith).
4.12 Form of Agreement used in regard to grant of options
under General Signal Corporation's 1992 Stock Incentive
Plan (filed herewith).
5.1 Opinion of Cahill Gordon & Reindel. (filed herewith)
(See also Exhibits 5.1* to R.S.'s and Post-Effective
Amendments to R.S.'s Nos.33-47495, 33-27395 and 2-96297).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 * Consent of Cahill Gordon & Reindel (See Exhibit 5.1
hereto).
24.1* Powers of Attorney (Exhibit 25.1 to R.S. No. 33-46613).
24.2* Power of Attorney (Exhibit 24.2 to Post-Effective Amendment
No. 1 to R.S. No. 33-46613).
24.3 Powers of Attorney H. Kent Bowen and Ursula F. Fairbairn
(filed herewith).
* Incorporated by reference to a previous Registration Statement
("R.S."), Post- Effective Amendment, Form 10-K or Form 10-Q.
Page 1-Exhibit 4.11
Non-officer-non-corporate
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the _____ day of___________________, 199__,
between GENERAL SIGNAL CORPORATION, a New York corporation (hereinafter
called "General Signal" or "Corporation"), and
_______________________________ an employee of General Signal or of one or
more of its subsidiaries (hereinafter call the "Employee").
W I T N E S S E T H:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan (the
"Plan"), adopted by the shareholders on April 23, 1992, as amended on July 7,
1993, the Personnel and Compensation Committee of the Board of Directors of
General Signal (the "Committee") is authorized to administer the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer or
other designated employee of General Signal or of one or more of its
subsidiaries and that the Employee shall be granted a restricted stock award
hereinafter set forth upon the terms and conditions hereinafter stated and
subject to all of the provisions of such Plan (a copy of which is attached
hereto); and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Restricted Stock Agreement
as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Restricted Stock Agreement
(hereinafter called the "Agreement") upon the following terms and conditions:
1. AWARD OF SHARES:
General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his employ- ment, and not in lieu
of any salary or other compensation for his services, a restricted stock
award, on the terms and conditions hereinafter set forth, of an aggregate of
5,000 shares of Common Stock, of the par value of $1.00 per share, of General
Signal.
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Page 2 - Exhibit 4.11
2. AWARD RESTRICTIONS:
The shares covered by the restricted stock award shall vest in
accordance with the following schedule:
a. ______ shares (one-fifth of the award) vest on
b. ______ shares (one-fifth of the award) vest on
c. ______ shares (one-fifth of the award) vest on
d. ______ shares (one-fifth of the award) vest on
e. ______ shares (one-fifth of the award) vest on
Upon the vesting of any part of the restricted stock award by virtue of
the lapse of the applicable restriction period set forth above or under
Paragraph 3 or 5 of this Agreement, General Signal shall cause a stock
certificate covering the requisite number of shares registered on General
Signal's books in the name of the Employee or beneficiary(ies) to be
delivered within 30 days after vesting. Upon receipt of such stock
certificate(s), the Employee or beneficiary(ies) are free to hold or dispose
of such certificate at will.
During the applicable restriction period, the shares covered by the
restricted stock award not vested are not transferable by the Employee by
means of sale, assignment, exchange, pledge, or otherwise.
3. CHANGE IN CONTROL:
Upon the occurrence of a Change in Control, as defined below, the
Committee may vest as to some or all of the restricted stock award by waiving
the lapse of any or all of the restriction periods set forth under Paragraph
2. The Committee shall not be obligated to treat all Employees equally and
may vest and waive the restrictions of some awards and not others.
A "Change in Control" shall be deemed to have occurred if:
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
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Page 3 - Exhibit 4.11
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding; or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
4. STOCK CERTIFICATES:
The stock certificate(s) evidencing the restricted stock award shall be
registered on General Signal's books in the name of the Employee as of the
Award Date. Physical possession or custody of such stock certificate(s)
shall be retained by General Signal until such time as the shares are vested
(i.e., the restriction period lapses). While in its possession, General
Signal reserves the right to place a legend on the stock certificate(s)
restricting the transferability of such certificate(s) and referring to the
terms and conditions (including forfeiture) approved by the Committee and
applicable to the shares represented by the certificate(s). As a condition
of any restricted stock award, the Employee shall have delivered to General
Signal a stock power, endorsed in blank, relating to the stock covered by
such award.
During the restriction period, except as otherwise provided in Paragraph
2 of this Agreement, the Award Recipient shall be entitled to all rights of a
shareholder of General Signal, including the right to vote the shares and
receive dividends and/or other distributions declared on such shares.
5. EMPLOYMENT TERMINATION:
If the Employee terminates employment with General Signal due to death
or disability during the restriction period, that restricted stock award
shall vest in full as of the date of such termination. Termination of the
Employee's employment with General Signal for any other reason shall result
in forfeiture of the restricted stock award on the date of termination. The
Employee may designate a beneficiary(ies) to receive the stock certificate
automatically vested upon death. The Employee has the right to change such
beneficiary designation at will.
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Page 4 - Exhibit 4.11
6. WITHHOLDING TAXES:
General Signal shall have the right to retain and withhold from any
payment under the restricted stock award the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, General Signal may require the Employee
receiving shares of Common Stock under a restricted stock award to reimburse
General Signal for any such taxes required to be withheld by General Signal
and withhold any distribution in whole or in part until General Signal is so
reimbursed. In lieu thereof, General Signal shall have the right to withhold
from any other cash amounts due or to become due from General Signal to the
Employee an amount equal to such taxes required to be withheld by General
Signal to reimburse General Signal for any such taxes or retain and withhold
a number of shares having a market value not less than the amount of such
taxes and cancel (in whole or in part) any such shares so withheld in order
to reimburse General Signal for any such taxes.
7. IMPACT ON OTHER BENEFITS:
The value of the restricted stock award (either on the Award Date or at
the time the shares are vested) shall not be includable as compensation or
earnings for purposes of any other benefit plan offered by General Signal.
8. ADMINISTRATION:
The Committee shall have full authority and discretion, to decide all
matters relating to the administration and interpreta- tion of this
Agreement. All such Committee determinations shall be final, conclusive, and
binding upon General Signal, the Employee, and any and all interested
parties.
9. RIGHT TO CONTINUED EMPLOYMENT:
Nothing in this Agreement shall confer on the Employee any right to
continue in the employ of General Signal or in any way affect General
Signal's right to terminate the Employee's employ- ment without prior notice
at any time for any or no reason.
10. AMENDMENT(S):
The restricted stock award which is the subject of this Agreement may
not in any way be restricted or limited by any amendment after the date of
the award without the Employee's written consent.
11. FORCE AND EFFECT:
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforce- ability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
12. PREVAILING LAWS:
This Agreement shall be construed and enforced in accordance with the
laws of the State of New York.
<PAGE>
Page 5 - Exhibit 4.11
13. SUCCESSORS:
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
GENERAL SIGNAL CORPORATION
By:
Chairman and
Chief Executive Officer
Employee
<PAGE>
Page 6 - Exhibit 4.11
Corporate-non-officer
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the _____ day of ___________________ 199__,
between GENERAL SIGNAL CORPORATION, a New York corporation (hereinafter
called "General Signal" or "Corporation"), and
__________________________________an employee of General Signal or of one or
more of its subsidiaries (hereinafter called the "Employee").
W I T N E S S E T H:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan (the
"Plan"), adopted by the shareholders on April 23, 1992, as amended on July 7,
1993, the Personnel and Compensation Committee of the Board of Directors of
General Signal (the "Committee") is authorized to administer the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer or
other designated employee of General Signal or of one or more of its
subsidiaries and that the Employee shall be granted a restricted stock award
hereinafter set forth upon the terms and conditions hereinafter stated and
subject to all of the provisions of such Plan (a copy of which is attached
hereto); and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Restricted Stock Agreement
as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Restricted Stock Agreement
(hereinafter called the "Agreement") upon the following terms and conditions:
1. AWARD OF SHARES:
General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his employ- ment, and not in lieu
of any salary or other compensation for his services, a restricted stock
award, on the terms and conditions hereinafter set forth, of an aggregate of
_________________ shares of Common Stock, of the par value of $1.00 per
share, of General Signal.
2. AWARD RESTRICTIONS:
The shares covered by the restricted stock award shall vest in
accordance with the following schedule:
a. _____ shares (one-third of the award) vest on_______
b. _____ shares (one-third of the award) vest on ______
c. _____ shares (one-third of the award) vest on ______
<PAGE>
Page 7 - Exhibit 4.11
Upon the vesting of any part of the restricted stock award by virtue of
the lapse of the applicable restriction period set forth above or under
Paragraph 5 of this Agreement, General Signal shall cause a stock certificate
covering the requisite number of shares registered on General Signal's books
in the name of the Employee or beneficiary(ies) to be delivered within 30
days after vesting. Upon receipt of such stock certificate(s), the Employee
or beneficiary(ies) are free to hold or dispose of such certificate at will.
During the applicable restriction period, the shares covered by the
restricted stock award not vested are not transferable by the Employee by
means of sale, assignment, exchange, pledge, or otherwise.
3. CHANGE IN CONTROL:
Immediately preceding the occurrence of a Change in Control as defined
below, all shares covered by the restricted stock award not vested shall be
forfeited upon the payment by General Signal to an account established for
the benefit of the Employee of an amount of cash equal to the product of the
number of shares to which the restricted stock award relates and the highest
price per share paid to any shareholder in connection with any Change in
Control. The amount so credited to the Employee's account, together with
earnings thereon, or the applicable percentage thereof, shall vest and be
paid (subject to applicable withholding requirements) on the date or dates on
which the shares, or the applicable percentage of such shares, under the
restricted stock award would have vested hereunder; provided, however, that
any remaining account balance shall vest and be paid out in full in the event
of the Employee's Involuntary Termination as defined below.
Upon the consummation of the transactions constituting the Change in
Control, the Employee shall have no rights to acquire any shares. Upon the
payment by the Corporation to the Employee of all amounts due, this Agreement
shall be terminated, and the Employee shall have no further rights
thereunder.
If, prior to full vesting of an Employee's account, such Employee's
employment terminates under circumstances that would have resulted in a
forfeiture of restricted stock awards pursuant to Paragraph 5 of this
Agreement, such termination of employment shall result in the forfeiture of
any unvested amounts then held in the Employee's account. Any beneficiary
designation in effect pursuant to Paragraph 5 shall also apply for the
purpose of determining the person or persons entitled to receive the amount
in the Employee's account in the event of the Employee's death.
A "Change in Control" shall be deemed to have occurred if:
<PAGE>
Page 8 - Exhibit 4.11
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding; or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
"Involuntary Termination" shall mean any termination of an Employee's
employment by the Corporation, or by one of its subsidiaries, within two
years after a Change in Control; provided, however, such term shall not
include a termination by the Corporation or any of its subsidiaries, for (i)
serious, willful misconduct in respect of the Employee's obligations to the
Corporation or its subsidiaries, which has caused demonstrable and serious
injury to the Corporation, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion
or lapse of all rights of appeal, in an action, suit or proceeding, whether
civil, criminal, administrative or investigative; or (ii) conviction of a
felony, which has caused demonstrable and serious injury to the Corporation,
monetary or otherwise, as evidenced by binding and final judgment, order, or
decree of a court of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal.
<PAGE>
Page 9 - Exhibit 4.11
In addition to actual termination of employment, as and when so declared
to be by the Employee, the following shall be deemed an Involuntary
Termination: (i) a reduction or change in an Employee's responsibilities,
duties, authority, powers, functions, title, working conditions or status
from those in effect immediately prior to the Change in Control; or (ii) a
reassignment to another geographic location more than 50 miles from the
Employee's place of employment immediately prior to the Change in Control; or
(iii) a reduction in base salary and incentive compensation, if any, from
those in effect immediately prior to the Change in Control. For purposes of
the preceding sentence, a reduction in incentive compensation will be deemed
to have occurred if and only if the percentage of salary paid as incentive
compensation under the Corporation's Incentive Compensation Plan for any
calendar year is less than the average percentage of salary paid to the
Employee as incentive compensation under such Plan for the three calendar
years preceding the Change in Control.
Notwithstanding the foregoing, an Employee's failure to object in
writing to the changes listed in subsections (i), (ii) and (iii) within 180
days of any such change shall constitute a waiver of such change being deemed
an Involuntary Termination.
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
4. STOCK CERTIFICATES:
The stock certificate(s) evidencing the restricted stock award shall be
registered on General Signal's books in the name of the Employee as of the
Award Date. Physical possession or custody of such stock certificate(s)
shall be retained by General Signal until such time as the shares are vested
(i.e., the restriction period lapses). While in its possession, General
Signal reserves the right to place a legend on the stock certificate(s)
restricting the transferability of such certificate(s) and referring to the
terms and conditions (including forfeiture) approved by the Committee and
applicable to the shares represented by the certificate(s). As a condition
of any restricted stock award, the Employee shall have delivered to General
Signal a stock power, endorsed in blank, relating to the stock covered by
such award.
During the restriction period, except as otherwise provided in Paragraph
2 of this Agreement, the Award Recipient shall be entitled to all rights of a
shareholder of General Signal, including the right to vote the shares and
receive dividends and/or other distributions declared on such shares.
5. EMPLOYMENT TERMINATION:
If the Employee terminates employment with General Signal due to death
or disability during the restriction period, that restricted stock award
shall vest in full as of the date of such termination. Termination of the
Employee's employment with General Signal for any other reason shall result
in forfeiture of the restricted stock award on the date of termination. The
Employee may designate a beneficiary(ies) to receive the stock certificate
automatically vested upon death. The Employee has the right to change such
beneficiary designation at will.
<PAGE>
Page 10 - Exhibit 4.11
6. WITHHOLDING TAXES:
General Signal shall have the right to retain and withhold from any
payment under the restricted stock award the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, General Signal may require the Employee
receiving shares of Common Stock under a restricted stock award to reimburse
General Signal for any such taxes required to be withheld by General Signal
and withhold any distribution in whole or in part until General Signal is so
reimbursed. In lieu thereof, General Signal shall have the right to withhold
from any other cash amounts due or to become due from General Signal to the
Employee an amount equal to such taxes required to be withheld by General
Signal to reimburse General Signal for any such taxes or retain and withhold
a number of shares having a market value not less than the amount of such
taxes and cancel (in whole or in part) any such shares so withheld in order
to reimburse General Signal for any such taxes.
7. IMPACT ON OTHER BENEFITS:
The value of the restricted stock award (either on the Award Date or at
the time the shares are vested) shall not be includable as compensation or
earnings for purposes of any other benefit plan offered by General Signal.
8. ADMINISTRATION:
The Committee shall have full authority and discretion, to decide all
matters relating to the administration and interpreta- tion of this
Agreement. All such Committee determinations shall be final, conclusive, and
binding upon General Signal, the Employee, and any and all interested
parties.
9. RIGHT TO CONTINUED EMPLOYMENT:
Nothing in this Agreement shall confer on the Employee any right to
continue in the employ of General Signal or in any way affect General
Signal's right to terminate the Employee's employ- ment without prior notice
at any time for any or no reason.
10. AMENDMENT(S):
The restricted stock award which is the subject of this Agreement may
not in any way be restricted or limited by any amendment after the date of
the award without the Employee's written consent.
11. FORCE AND EFFECT:
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforce- ability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
12. PREVAILING LAWS:
This Agreement shall be construed and enforced in accordance with the
laws of the State of New York.
<PAGE>
Page 11 - Exhibit 4.11
13. SUCCESSORS:
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
GENERAL SIGNAL CORPORATION
By:
Chairman and
Chief Executive Officer
Employee
<PAGE>
Page 12 - Exhibit 4.11
Corporate-Officer
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the _____ day of ____________________ 199___,
between GENERAL SIGNAL CORPORATION, a New York corporation (hereinafter
called "General Signal" or "Corporation"), and
_______________________________________, an employee of General Signal or of
one or more of its subsidiaries (hereinafter called the "Employee").
W I T N E S S E T H:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan (the
"Plan"), adopted by the shareholders on April 23, 1992, and as amended and
restated July 7, 1993, the Personnel and Compensation Committee of the Board
of Directors of General Signal (the "Committee") is authorized to administer
the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer or
other designated employee of General Signal or of one or more of its
subsidiaries and that the Employee shall be granted a restricted stock award
hereinafter set forth upon the terms and conditions hereinafter stated and
subject to all of the provisions of such Plan (a copy of which is attached
hereto); and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Restricted Stock Agreement
as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Restricted Stock Agreement
(hereinafter called the "Agreement") upon the following terms and conditions:
1. AWARD OF SHARES:
General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his employ- ment, and not in lieu
of any salary or other compensation for his services, a restricted stock
award, on the terms and conditions hereinafter set forth, of an aggregate of
_____________________ shares of Common Stock, of the par value of $1.00 per
share, of General Signal.
2. AWARD RESTRICTIONS:
The shares covered by the restricted stock award shall vest in
accordance with the following schedule:
a. ______ shares (one-fifth of the award) vest on
b. ______ shares (one-fifth of the award) vest on
c. ______ shares (one-fifth of the award) vest on
<PAGE>
Page 13 - Exhibit 4.11
d. ______ shares (one-fifth of the award) vest on
e. ______ shares (one-fifth of the award) vest on
"Operating Margin" shall mean operating earnings divided by net sales
and it shall be based on reported operating earnings and net sales in the
Corporation's financial statements. The financial statements shall be
prepared in accordance with generally accepted accounting principles and
shall be audited by the Corporation's external auditors for calendar years.
For other periods, it shall be based on the Corporation's internal financial
statements. For purposes of this agreement, operating earnings are adjusted
to automatically exclude any special charges such as restructuring costs,
environmental charges, losses on lawsuits, or other unusual, extraordinary or
non-recurring charges (whether or not they are deemed extraordinary under
GAAP), so long as any of the above charges are approved by the Board of
Directors. Notwithstanding the foregoing, the Committee may, in its sole
discretion, reduce operating earnings if a charge occurs which is excluded
from operating earnings but for which the Committee believes management of
the Corporation should be held accountable.
Upon the vesting of any part of the restricted stock award by virtue of
the lapse of the applicable restriction period set forth above or under
Paragraph 5 of this Agreement, General Signal shall cause a stock certificate
covering the requisite number of shares registered on General Signal's books
in the name of the Employee or beneficiary(ies) to be delivered within 30
days after vesting. Upon receipt of such stock certificate(s), the Employee
or beneficiary(ies) are free to hold or dispose of such certificate at will.
During the applicable restriction period, the shares covered by the
restricted stock award not vested are not transferable by the Employee by
means of sale, assignment, exchange, pledge, or otherwise.
3. CHANGE IN CONTROL:
In the event of a Change in Control as defined below, all shares covered
by the restricted stock award not vested on the Forfeiture Date as defined
below shall be forfeited upon the payment by General Signal to an account
established for the benefit of the Employee of an amount of cash equal to the
product of the number of shares to which the restricted stock award relates
which have not yet vested and the Forfeiture Value as defined below, except
the Board of Directors expressly retains the ability in cases of a
management-initiated Change in Control which is not approved by such Board to
forfeit the shares and not set up such an account. The amount so credited to
the Employee's account, together with earnings thereon, or the applicable
percentage thereof, shall vest and be paid (subject to applicable withholding
requirements) on the date or dates on which the shares, or the applicable
percentage of such shares, under the restricted stock award would have vested
hereunder; provided, however, that any remaining account balance shall vest
and be paid out in full in the event of the Employee's Involuntary
Termination as defined below.
<PAGE>
Page 14 - Exhibit 4.11
Upon the later of the Forfeiture Date or the consummation of the
transactions constituting the Change in Control, the Employee shall have no
rights to acquire any shares. Upon the payment by the Corporation to the
Employee of all amounts due, this Agreement shall be terminated, and the
Employee shall have no further rights thereunder.
If, prior to full vesting of an Employee's account, such Employee's
employment terminates under circumstances that would have resulted in a
forfeiture of restricted stock awards pursuant to Paragraph 5 of this
Agreement, such termination of employment shall result in the forfeiture of
any unvested amounts then held in the Employee's account. Any beneficiary
designation in effect pursuant to Paragraph 5 shall also apply for the
purpose of determining the person or persons entitled to receive the amount
in the Employee's account in the event of the Employee's death.
The "Forfeiture Date" shall be:
(i) if the Employee was subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934, as amended, at any time during
the six- month period ending on the date of the date of the Change in
Control, the latest of: (A) immediately preceding the date of the Change in
Control, (B) the date six months after the date of this award, or (C) the
date six months after the most recent purchase prior to the Change in Control
of any equity or derivative security of the Corporation by the Employee at a
price less than the Forfeiture Value; and
(ii) if the Employee is not described in (i) above, immediately
preceding the date of the Change in Control.
The "Forfeiture Value" shall be (i) if the Forfeiture Date is
immediately preceding the date of the Change in Control, the highest price
per share paid to any shareholder in connection with the Change in Control,
the highest price per share paid to any shareholder in connection with the
Change in Control, and (ii) if the Forfeiture Date is later than the
date of the Change in Control, the closing price of a share of General Signal
Common Stock on the Forfeiture Date or, in the event no sale shall have taken
place, the mean between the closing bid and asked prices on the Forfeiture
Date.
A "Change in Control" shall be deemed to have occurred if:
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
<PAGE>
Page 15 - Exhibit 4.11
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding; or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
"Involuntary Termination" shall mean any termination of an Employee's
employment by the Corporation, or by one of its subsidiaries, within two
years after a Change in Control; provided, however, such term shall not
include a termination by the Corporation or any of its subsidiaries, for (i)
serious, willful misconduct in respect of the Employee's obligations to the
Corporation or its subsidiaries, which has caused demonstrable and serious
injury to the Corporation, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion
or lapse of all rights of appeal, in an action, suit or proceeding, whether
civil, criminal, administrative or investigative; or (ii) conviction of a
felony, which has caused demonstrable and serious injury to the Corporation,
monetary or otherwise, as evidenced by binding and final judgment, order, or
decree of a court of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal.
In addition to actual termination of employment, as and when so declared
to be by the Employee, the following shall be deemed an Involuntary
Termination: (i) a reduction or change in an Employee's responsibilities,
duties, authority, powers, functions, title, working conditions or status
from those in effect immediately prior to the Change in Control; or (ii) a
reassignment to another geographic location more than 50 miles from the
Employee's place of employment immediately prior to the Change in Control; or
<PAGE>
Page 16 - Exhbit 4.11
(iii) a reduction in base salary and incentive compensation, if any, from
those in effect immediately prior to the Change in Control. For purposes of
the preceding sentence, a reduction in incentive compensation will be deemed
to have occurred if and only if the percentage of salary paid as incentive
compensation under the Corporation's Incentive Compensation Plan for any
calendar year is less than the average percentage of salary paid to the
Employee as incentive compensation under such Plan for the three calendar
years preceding the Change in Control.
Notwithstanding the foregoing, an Employee's failure to object in
writing to the changes listed in subsections (i), (ii) and (iii) within 180
days of any such change shall constitute a waiver of such change being deemed
an Involuntary Termination.
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
4. STOCK CERTIFICATES:
The stock certificate(s) evidencing the restricted stock award shall be
registered on General Signal's books in the name of the Employee as of the
Award Date. Physical possession or custody of such stock certificate(s)
shall be retained by General Signal until such time as the shares are vested
(i.e., the restriction period lapses). While in its possession, General
Signal reserves the right to place a legend on the stock certificate(s)
restricting the transferability of such certificate(s) and referring to the
terms and conditions (including forfeiture) approved by the Committee and
applicable to the shares represented by the certificate(s). As a condition
of any restricted stock award, the Employee shall have delivered to General
Signal a stock power, endorsed in blank, relating to the stock covered by
such award.
During the restriction period, except as otherwise provided in Paragraph
2 of this Agreement, the Award Recipient shall be entitled to all rights of a
shareholder of General Signal, including the right to vote the shares and
receive dividends and/or other distributions declared on such shares.
5. EMPLOYMENT TERMINATION:
If the Employee terminates employment with General Signal due to death
or disability during the restriction period, that restricted stock award
shall vest in full as of the date of such termination. Termination of the
Employee's employment with General Signal for any other reason shall result
in forfeiture of the restricted stock award on the date of termination;
provided, however, if the Corporation terminates the Employee prior to
October 3, 1997, other than Termination for Cause, as defined below, the
Corporation shall consider the Employee employed until October 2, 1997 for
purposes of vesting of any part of the restricted stock award. The Employee
may designate a beneficiary(ies) to receive the stock certificate
automatically vested upon death. The Employee has the right to change such
beneficiary designation at will.
<PAGE>
Page 17 - Exhibit 4.11
"Termination for Cause" shall mean a termination by the Corporation or
any of its subsidiaries, for (i) serious, willful misconduct in respect of
the Employee's obligations to the Corporation or its subsidiaries, which has
caused demonstrable and serious injury to the Corporation, monetary or
otherwise, as evidenced by a determination in a binding and final judgment,
order or decree of a court or administrative agency of competent
jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in
an action, suit or proceeding, whether civil, criminal, administrative or
investigative; or (ii) conviction of a felony, which has caused demonstrable
and serious injury to the Corporation, monetary or otherwise, as evidenced by
binding and final judgment, order, or decree of a court of competent
jurisdiction, in effect after exhaustion or lapse of all rights of appeal.
6. WITHHOLDING TAXES:
General Signal shall have the right to retain and withhold from any
payment under the restricted stock award the amount of taxes required by any
government to be withheld or otherwise deducted and paid with respect to such
payment. At its discretion, General Signal may require the Employee
receiving shares of Common Stock under a restricted stock award to reimburse
General Signal for any such taxes required to be withheld by General Signal
and withhold any distribution in whole or in part until General Signal is so
reimbursed. In lieu thereof, General Signal shall have the right to withhold
from any other cash amounts due or to become due from General Signal to the
Employee an amount equal to such taxes required to be withheld by General
Signal to reimburse General Signal for any such taxes or retain and withhold
a number of shares having a market value not less than the amount of such
taxes and cancel (in whole or in part) any such shares so withheld in order
to reimburse General Signal for any such taxes.
7. IMPACT ON OTHER BENEFITS:
The value of the restricted stock award (either on the Award Date or at
the time the shares are vested) shall not be includable as compensation or
earnings for purposes of any other benefit plan offered by General Signal.
8. ADMINISTRATION:
The Committee shall have full authority and discretion, to decide all
matters relating to the administration and interpreta- tion of this
Agreement. All such Committee determinations shall be final, conclusive, and
binding upon General Signal, the Employee, and any and all interested
parties.
9. RIGHT TO CONTINUED EMPLOYMENT:
Nothing in this Agreement shall confer on the Employee any right to
continue in the employ of General Signal or in any way affect General
Signal's right to terminate the Employee's employ- ment without prior notice
at any time for any or no reason.
<PAGE>
Page 18 - Exhibit 4.11
10. AMENDMENT(S):
The restricted stock award which is the subject of this Agreement may
not in any way be restricted or limited by any amendment after the date of
the award without the Employee's written consent.
11. FORCE AND EFFECT:
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforce- ability of any one
provision shall have no effect on the continuing force and effect of the
remaining provisions.
12. PREVAILING LAWS:
This Agreement shall be construed and enforced in accordance with the
laws of the State of New York.
13. SUCCESSORS:
This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and heirs of the respective parties.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
GENERAL SIGNAL CORPORATION
Chairman and Chief Executive
Officer
Employee
Page 1 - Exhibit 4.12
Corporate - officer
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the ___________________ day of
_________________, 1993____ between GENERAL SIGNAL CORPORATION, a New York
corporation (hereinafter called "General Signal" or "Corporation"), and
______________________________ an officer of General Signal (hereinafter
called the "Employee").
WITNESSETH:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan, (the
"Plan"), adopted by the shareholders on April 23, 1992, and as amended and
restated July 7, 1993, the Personnel and Compensation Committee of the Board
of Directors of General Signal (the "Committee") is authorized to administer
the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer of
General Signal and that the Employee shall be granted the stock option
hereinafter set forth upon the terms and conditions hereinafter stated and
subject to all of the provisions of such Plan (a copy of which is attached
hereto); and
WHEREAS, 100% of the fair market value of the $1.00 par value Common
Stock of General Signal as determined in accordance with the provisions of
Section 5 of the Plan on _____________________________________________, is
$___________________ per share; and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Stock Option Agreement as
of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Stock Option Agreement (hereinafter
called the "Agreement") upon the following terms and conditions:
1. General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his or her employment, and not in
lieu of any salary or other compensation for his or her services, the option
to purchase from General Signal, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of _______________ shares of Common
Stock, of the par value of $1.00 per share, of General Signal at the purchase
price of $_______________ per share, provided, however, that at least 25
shares must be purchased at any one time unless the balance covered by the
option at that time is less than 25 shares.
This option is subject to shareholder approval of such terms relating to
the grant as necessary to comply with Section 162(m)(4)(C) of the Internal
Revenue Code. Without such approval, this option will be deemed to be null
and void.
<PAGE>
Page 2 - Exhibit 4.12
2. This option shall not be exercisable until the expiration of one
year from the date hereof and shall not be exercisable after
____________________________________ Except as provided in Section 6, the
Employee may exercise this option as follows:
(a) On and after the first anniversary date of the granting of this
option, up to 25% of the total number of shares of Common Stock covered by
this option;
(b) On and after the second anniversary date of the granting of this
option, up to 50% of the total number of shares of Common Stock covered by
this option;
(c) On and after the third anniversary date of the granting of this
option, up to 75% of the total number of shares of Common Stock covered by
this option; and
(d) On and after the fourth anniversary date of the granting of this
option, up to 100% of the total number of shares of Common Stock covered by
this option.
3. This option is not transferable by the Employee otherwise than by
will, or, if he or she dies intestate, by the laws of descent and
distribution of the state of his or her domicile at the time of his or her
death, and is exercisable during his or her lifetime only by him or her, and
after his or her death by his or her legal representatives.
4. Shares may be purchased pursuant to this option only upon receipt by
General Signal of written notice from the person holding this option of his
or her intention to purchase, specifying the number of shares as to which he
or she desires to exercise this option and containing such representations
and information as may in the opinion of counsel for General Signal be
appropriate to permit General Signal, in the light of the existence or
non-existence of an effective registration statement under the Securities Act
of 1933 with respect to such shares, to issue such shares in compliance with
the provisions of that Act. Such notice of exercise of a stock option
granted hereunder shall be accompanied by payment in full of the aggregate
price of the shares being purchased (a) in cash, or by check, bank draft or
money order payable to the order of General Signal, (b) by delivery of shares
of Common Stock of General Signal of equivalent fair market value on the date
of exercise, or a combination thereof; provided, however, that any shares of
Common Stock so delivered shall have been beneficially owned by the Employee
for a period of not less than six months prior to the date of exercise, or
(c) such other consideration as the Committee determines to be appropriate.
Fair market value shall be the closing price on the New York Stock Exchange,
or, in the event that no sale shall have taken place, the mean of the bid and
asked prices. At the time of giving such notice, the person or persons
exercising this option shall furnish to General Signal such other documents
as General Signal may reasonably require. General Signal shall have the
right to withhold delivery of stock certificates representing shares
purchased under this option until all required approvals have been obtained,
until such shares have been listed on the appropriate stock exchange, and
<PAGE>
Page 3 - Exhibit 4.12
until all applicable requirements of law have been complied with. The
Employee hereby authorizes General Signal to withhold in accordance with
applicable law from any compensation payable to him or her any taxes required
to be withheld by Federal, State, local or foreign law as a result of the
exercise of all or any portion of this option or the receipt of compensation
pursuant to Section 5 of the Plan, or to secure payment from the Employee in
lieu of withholding.
5. The Employee or his or her legal representatives, as the case may
be, shall not have any of the rights or privileges of a shareholder of
General Signal in respect of any of the shares issuable upon the exercise of
this option unless and until certificates representing such shares shall have
been issued and delivered.
6. The following provisions govern the exercisability of this option
after cessation of employment or upon the occurrence of certain specified
events.
(a) Portion of option exercisable after cessation of employment: If,
prior to exercise of all or any portion of this option, the Employee shall
cease to be in the employ of General Signal or any of its subsidiaries, this
option shall be exercisable only for the number of shares which would have
been purchasable by the Employee at the time of such cessation of employment,
and the portion of this option relating to the purchase of any remaining
shares shall expire forthwith, unless the reason for such cessation of
employment is:
(i) Death occurring on or after the first anniversary date of the
granting of this option, in which case this option shall become exercisable
as to all option shares, notwithstanding that this option may not yet have
become fully exercisable under Section 2 hereof; or
(ii) Retirement occurring on or after the first anniversary date of the
granting of this option and in accordance with the terms of a pension plan
maintained by General Signal or a subsidiary, in which case this option shall
continue to become exercisable in accordance with the provisions of Section 2
hereof; provided, however, that this option shall become exercisable as to
all option shares upon the death of such retired Employee.
(b) Time limit on the exercise of option after cessation of employment:
Subject to the applicable expiration dates in Section 1, this option may be
exercised only within three months after cessation of employment, at which
time it shall terminate, unless
(i) The Employee dies while still in the employ of General Signal or its
subsidiaries, in which case this option may be exercised within one year
following death by the person designated in the Will of the Employee or, if
no testamentary disposition was made, by the proper legal representative of
the Employee; or
(ii) The Employee has retired in accordance with the terms of a pension
plan maintained by General Signal or a subsidiary, in which case this option
may be exercised within five years following the Employee's retirement, or,
if later, within one year after such retired Employee's death, if death
occurs within the five-year period.
<PAGE>
Page 4 - Exhibit 4.12
(c) Payments in Lieu of Exercise Upon Change in Control: Immediately
preceding the occurrence of a Change in Control, each outstanding option at
such time (whether or not then exercisable) shall be cancelled upon the
payment by General Signal of an amount of cash (subject to applicable
withholding requirements) equal to the product of the number of shares to
which the option relates and the excess of the highest price per share paid
to any shareholder in connection with any Change in Control over the purchase
price per share under the option. Such amount shall be paid (i) with respect
to the shares for which the option is exercisable on the date of the Change
in Control, directly to the Employee (or, in the event of his death, to the
person otherwise eligible to exercise the option hereunder) and (ii) with
respect to the shares for which the option is not exercisable on such date,
to an account established for the benefit of the Employee, except the Board
of Directors expressly retains the ability in cases of a management-initiated
Change in Control which is not approved by such Board to cancel the portion
of the option which is not exercisable on such date. The amount so credited
to the Employee's account, together with earnings thereon, or the applicable
percentage thereof, shall vest and be paid (subject to applicable withholding
requirements) on the date or dates on which the option, or the applicable
percentage thereof, would have become exercisable hereunder with respect to
the related shares; provided, however, that any remaining account balance
shall vest and be paid out in full in the event of the Employee's Involuntary
Termination. Notwithstanding the foregoing, in the case of directors or
officers of General Signal subject to Section 16(b) of the Securities
Exchange Act of 1934 holding options granted within six months of the Change
in Control (the "Recent Holders"), any amounts payable hereunder with respect
to such options, to the extent such consideration would otherwise be
previously payable under the terms hereof, shall be payable (i) on the date
that is one day following the six-month anniversary of the grant of such
options or (ii) immediately following such Recent Holder's death or
disability if such death or disability occurs earlier than one day following
such six-month anniversary.
Upon the consummation of the transactions constituting the Change in
Control, the Employee shall have no rights to acquire any shares. Upon the
payment by the Corporation to the Employee of all amounts due, this Agreement
shall be terminated and the Employee shall have no further rights thereunder.
A "Change in Control" shall be deemed to have occurred if:
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
<PAGE>
Page 5 - Exhibit 4.12
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding, provided, however, the Board of Directors shall
have the right to determine that a Change in Control shall not be deemed to
have occurred for purposes of this Agreement, if such a person became such a
beneficial owner with the prior approval of the Board of Directors and shares
of Common Stock will remain outstanding and either listed on the New York
Stock Exchange or the American Stock Exchange or quoted on NASDAQ after the
transaction or series of transactions contemplated by such beneficial owner;
or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
Within ten (10) days following the occurrence of a Change in Control,
General Signal shall give the Employee notice of such Change in Control.
"Involuntary Termination" shall mean any termination of an Employee's
employment by the Corporation, or by one of its subsidiaries, within two
years after a Change in Control; provided, however, such term shall not
include a termination by the Corporation or any of its subsidiaries, for (i)
serious, willful misconduct in respect of the Employee's obligations to the
Corporation or its subsidiaries, which has caused demonstrable and serious
injury to the Corporation, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion
or lapse of all rights of appeal, in an action, suit or proceeding, whether
civil, criminal, administrative or investigative; or (ii) conviction of a
felony, which has caused demonstrable and serious injury to the Corporation,
monetary or otherwise, as evidenced by binding and final judgment, order or
decree of a court of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal.
<PAGE>
Page 6 - Exhibit 4.12
In addition to actual termination of employment, as and when so declared
to be by the Employee the following shall be deemed an Involuntary
Termination: (i) a reduction or change in an Employee's responsibilities,
duties, authority, powers, functions, title, working conditions or status
from those in effect immediately prior to the Change in Control; or (ii) a
reassignment to another geographic location more than 50 miles from the
Employee's place of employment immediately prior to the Change in Control; or
(iii) a reduction in base salary and incentive compensation, if any, from
those in effect immediately prior to the Change in Control. For purposes of
the preceding sentence, a reduction in incentive compensation will be deemed
to have occurred if and only if the percentage of salary paid as incentive
compensation under the Corporation's Incentive Compensation Plan for any
calendar year is less than the average percentage of salary paid to the
Employee as incentive compensation under such Plan for the three calendar
years preceding the Change in Control.
Notwithstanding the foregoing, an Employee's failure to object in
writing to the changes listed in subsections (i), (ii) and (iii) within 180
days of any such change shall constitute a waiver of such change being deemed
an Involuntary Termination.
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
7. In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, separation,
spinoff, rights offering, or any other change in the corporate structure or
shares of the Corporation, the Board of Directors shall make such
adjustments, if any, as it may deem appropriate to reflect such change in the
number and kinds of shares for which options may thereafter be granted under
this Plan, in the number and kind of shares then subject to options
theretofore granted under this Plan, and in the price per share payable upon
exercise of such options.
8. General Signal shall not be liable in the event of its inability to
issue or sell stock to the Employee if such issuance or sale would be
unlawful, nor shall General Signal be liable if an issuance or sale to the
Employee is subsequently invalidated.
<PAGE>
Page 7 - Exhibit 4.12
9. This option shall not be treated as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
10. This Agreement shall be construed in accordance with the laws of
the State of New York.
GENERAL SIGNAL CORPORATION
By_________________________________
Chief Financial Officer
_________________________________
Employee
<PAGE>
Page 8 - Exhibit 4.12
Corporate Non-Officer
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the day of , 199 , between General Signal
Corporation, a New York corporation (hereinafter called "General Signal" or
"Corporation"), and 1~ an employee of General Signal or one or more of its
subsidiaries (hereinafter called the "Employee").
WITNESSETH:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan, (the
"Plan"), adopted by the shareholders on April 23, 1992, and as amended and
restated July 7, 1993, the Personnel and Compensation Committee of the Board
of Directors of General Signal (the "Committee") is authorized to administer
the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer or
other key employee of General Signal or one or more of its subsidiaries and
that the Employee shall be granted the stock option hereinafter set forth
upon the terms and conditions hereinafter stated and subject to all of the
provisions of such Plan (a copy of which is attached hereto); and
WHEREAS, 100% of the fair market value of the $1.00 par value Common
Stock of General Signal as determined in accordance with the provisions of
Section 5 of the Plan on , 199 is $ per share; and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Stock Option Agreement as
of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Stock Option Agreement (hereinafter
called the "Agreement") upon the following terms and conditions:
1. General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his or her employment, and not in
lieu of any salary or other compensation for his or her services, the option
to purchase from General Signal, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of 8~ shares of Common Stock, of the
par value of $1.00 per share, of General Signal at the purchase price of $
per share, provided, however, that at least 25 shares must be purchased at
any one time unless the balance covered by the option at that time is less
than 25 shares.
2. This option shall not be exercisable until the expiration of one
year from the date hereof and shall not be exercisable after . Except as
provided in Section 6, the Employee may exercise this option as follows:
(a) On and after the first anniversary date of the granting of this
option, up to 25% of the total number of shares of Common Stock covered by
this option;
<PAGE>
Page 9 - Exhibit 4.12
(b) On and after the second anniversary date of the granting of this
option, up to 50% of the total number of shares of Common Stock covered by
this option;
(c) On and after the third anniversary date of the granting of this
option, up to 75% of the total number of shares of Common Stock covered by
this option; and
(d) On and after the fourth anniversary date of the granting of this
option, up to 100% of the total number of shares of Common Stock covered by
this option.
3. This option is not transferable by the Employee otherwise than by
will, or, if he or she dies intestate, by the laws of descent and
distribution of the state of his or her domicile at the time of his or her
death, and is exercisable during his or her lifetime only by him or her, and
after his or her death by his or her legal representatives.
4. Shares may be purchased pursuant to this option only upon receipt by
General Signal of written notice from the person holding this option of his
or her intention to purchase, specifying the number of shares as to which he
or she desires to exercise this option and containing such representations
and information as may in the opinion of counsel for General Signal be
appropriate to permit General Signal, in the light of the existence or
non-existence of an effective registration statement under the Securities Act
of 1933 with respect to such shares, to issue such shares in compliance with
the provisions of that Act. Such notice of exercise of a stock option
granted hereunder shall be accompanied by payment in full of the aggregate
price of the shares being purchased (a) in cash, or by check, bank draft or
money order payable to the order of General Signal, (b) by delivery of shares
of Common Stock of General Signal of equivalent fair market value on the date
of exercise, or a combination thereof; provided, however, that any shares of
Common Stock so delivered shall have been beneficially owned by the Employee
for a period of not less than six months prior to the date of exercise, or
(c) such other consideration as the Committee determines to be appropriate.
Fair market value shall be the closing price on the New York Stock Exchange,
or, in the event that no sale shall have taken place, the mean of the bid and
asked prices. At the time of giving such notice, the person or persons
exercising this option shall furnish to General Signal such other documents
as General Signal may reasonably require. General Signal shall have the
right to withhold delivery of stock certificates representing shares
purchased under this option until all required approvals have been obtained,
until such shares have been listed on the appropriate stock exchange, and
until all applicable requirements of law have been complied with. The
Employee hereby authorizes General Signal to withhold in accordance with
applicable law from any compensation payable to him or her any taxes required
to be withheld by Federal, State, local or foreign law as a result of the
exercise of all or any portion of this option or the receipt of compensation
pursuant to Section 5 of the Plan, or to secure payment from the Employee in
lieu of withholding.
5. The Employee or his or her legal representatives, as the case may
be, shall not have any of the rights or privileges of a shareholder of
General Signal in respect of any of the shares issuable upon the exercise of
this option unless and until certificates representing such shares shall have
been issued and delivered.
<PAGE>
Page 10 - Exhibit 4.12
6. The following provisions govern the exercisability of this option
after cessation of employment or upon the occurrence of certain specified
events.
(a) Portion of option exercisable after cessation of employment: If,
prior to exercise of all or any portion of this option, the Employee shall
cease to be in the employ of General Signal or any of its subsidiaries, this
option shall be exercisable only for the number of shares which would have
been purchasable by the Employee at the time of such cessation of employment,
and the portion of this option relating to the purchase of any remaining
shares shall expire forthwith, unless the reason for such cessation of
employment is:
(i) Death occurring on or after the first anniversary date of the
granting of this option, in which case this option shall become exercisable
as to all option shares, notwithstanding that this option may not yet have
become fully exercisable under Section 2 hereof; or
(ii) Retirement occurring on or after the first anniversary date of the
granting of this option and in accordance with the terms of a pension plan
maintained by General Signal or a subsidiary, in which case this option shall
continue to become exercisable in accordance with the provisions of Section 2
hereof; provided, however, that this option shall become exercisable as to
all option shares upon the death of such retired Employee.
(b) Time limit on the exercise of option after cessation of employment:
Subject to the applicable expiration dates in Section 2, this option may be
exercised only within three months after cessation of employment, at which
time it shall terminate, unless:
(i) The Employee dies while still in the employ of General Signal or its
subsidiaries, in which case this option may be exercised within one year
following death by the person designated in the Will of the Employee or, if
no testamentary disposition was made, by the proper legal representative of
the Employee; or
(ii) The Employee has retired in accordance with the terms of a pension
plan maintained by General Signal or a subsidiary, in which case this option
may be exercised within five years following the Employee's retirement, or,
if later, within one year after such retired Employee's death, if death
occurs within the five-year period.
(c) Payments in Lieu of Exercise Upon Change in Control: Immediately
preceding the occurrence of a Change in Control, each outstanding option at
such time (whether or not then exercisable) shall be cancelled upon the
payment by General Signal of an amount of cash (subject to applicable
withholding requirements) equal to the product of the number of shares to
which the option relates and the excess of the highest price per share paid
to any shareholder in connection with any Change in Control over the purchase
price per share under the option. Such amount shall be paid (i) with respect
to the shares for which the option is exercisable on the date of the Change
<PAGE>
Page 11 - Exhibit 4.12
in Control, directly to the Employee (or, in the event of his death, to the
person otherwise eligible to exercise the option hereunder) and (ii) with
respect to the shares for which the option is not exercisable on such date,
to an account established for the benefit of the Employee, except the Board
of Directors expressly retains the ability in cases of a management-initiated
Change in Control which is not approved by such Board to cancel the portion
of the option which is not exercisable on such date. The amount so credited
to the Employee's account, together with earnings thereon, or the applicable
percentage thereof, shall vest and be paid (subject to applicable withholding
requirements) on the date or dates on which the option, or the applicable
percentage thereof, would have become exercisable hereunder with respect to
the related shares; provided, however, that any remaining account balance
shall vest and be paid out in full in the event of the Employee's Involuntary
Termination. Notwithstanding the foregoing, in the case of directors or
officers of General Signal subject to Section 16(b) of the Securities
Exchange Act of 1934 holding options granted within six months of the Change
in Control (the "Recent Holders"), any amounts payable hereunder with respect
to such options, to the extent such consideration would otherwise be
previously payable under the terms hereof, shall be payable (i) on the date
that is one day following the six-month anniversary of the grant of such
options or (ii) immediately following such Recent Holder's death or
disability if such death or disability occurs earlier than one day following
such six-month anniversary.
Upon the consummation of the transactions constituting the Change in
Control, the Employee shall have no rights to acquire any shares. Upon the
payment by the Corporation to the Employee of all amounts due, this Agreement
shall be terminated and the Employee shall have no further rights thereunder.
A "Change in Control" shall be deemed to have occurred if:
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
<PAGE>
Page 12 - Exhibit 4.12
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding, provided, however, the Board of Directors shall
have the right to determine that a Change in Control shall not be deemed to
have occurred for purposes of this Agreement, if such a person became such a
beneficial owner with the prior approval of the Board of Directors and shares
of Common Stock will remain outstanding and either listed on the New York
Stock Exchange or the American Stock Exchange or quoted on NASDAQ after the
transaction or series of transactions contemplated by such beneficial owner;
or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
Within ten (10) days following the occurrence of a Change in Control,
General Signal shall give the Employee notice of such Change in Control.
"Involuntary Termination" shall mean any termination of an Employee's
employment by the Corporation, or by one of its subsidiaries, within two
years after a Change in Control; provided, however, such term shall not
include a termination by the Corporation or any of its subsidiaries, for (i)
serious, willful misconduct in respect of the Employee's obligations to the
Corporation or its subsidiaries, which has caused demonstrable and serious
injury to the Corporation, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion
or lapse of all rights of appeal, in an action, suit or proceeding, whether
civil, criminal, administrative or investigative; or (ii) conviction of a
felony, which has caused demonstrable and serious injury to the Corporation,
monetary or otherwise, as evidenced by binding and final judgment, order or
decree of a court of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal.
<PAGE>
Page 13 - Exhibit 4.12
In addition to actual termination of employment, as and when so declared
to be by the Employee the following shall be deemed an Involuntary
Termination: (i) a reduction or change in an Employee's responsibilities,
duties, authority, powers, functions, title, working conditions or status
from those in effect immediately prior to the Change in Control; or (ii) a
reassignment to another geographic location more than 50 miles from the
Employee's place of employment immediately prior to the Change in Control; or
(iii) a reduction in base salary and incentive compensation, if any, from
those in effect immediately prior to the Change in Control. For purposes of
the preceding sentence, a reduction in incentive compensation will be deemed
to have occurred if and only if the percentage of salary paid as incentive
compensation under the Corporation's Incentive Compensation Plan for
anycalendar year is less than the average percentage of salary paid to the
Employee as incentive compensation under such Plan for the three calendar
years preceding the Change in Control.
Notwithstanding the foregoing, an Employee's failure to object in
writing to the changes listed in subsections (i), (ii) and (iii) within 180
days of any such change shall constitute a waiver of such change being deemed
an Involuntary Termination.
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
7. In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, separation,
spinoff, rights offering, or any other change in the corporate structure or
shares of the Corporation, the Board of Directors shall make such
adjustments, if any, as it may deem appropriate to reflect such change in the
number and kinds of shares for which options may thereafter be granted under
this Plan, in the number and kind of shares then subject to options
theretofore granted under this Plan, and in the price per share payable upon
exercise of such options.
8. General Signal shall not be liable in the event of its inability to
issue or sell stock to the Employee if such issuance or sale would be
unlawful, nor shall General Signal be liable if an issuance or sale to the
Employee is subsequently invalidated.
9. This option shall not be treated as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
10. This Agreement shall be construed in accordance with the laws of
the State of New York.
GENERAL SIGNAL CORPORATION
_________________________________
Michael D. Lockhart
Chairman and Chief Executive Officer
_________________________________
Employee
<PAGE>
Page 14 - Exhibit 4.12
(Non-Corporate)
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the ___________________ day of
____________________, 199____, between GENERAL SIGNAL CORPORATION, a New York
corporation (hereinafter called "General Signal" or "Corporation"), and
___________________________________, an employee of General Signal or of one
or more of its subsidiaries (hereinafter called the "Employee").
WITNESSETH:
WHEREAS, pursuant to the General Signal 1992 Stock Incentive Plan, (the
Plan ), adopted by the shareholders on april 23, 1992, and as amended and
restated July 7, 1993, the Personnel and Compensation Committee of the Board
of Directors of General Signal (the "Committee") is authorized to administer
the Plan; and
WHEREAS, the Committee has determined that the Employee is an officer or
other key employee of General Signal or of one or more of its subsidiaries
and that the Employee shall be granted the stock option hereinafter set forth
upon the terms and conditions hereinafter stated and subject to all of the
provisions of such Plan (a copy of which is attached hereto); and
WHEREAS, 100% of the fair market value of the $1.00 par value Common
Stock of General Signal as determined in accordance with the provisions of
Paragraph 5 of the Plan on _______________________________ is $_____ per
share; and
WHEREAS, in accordance with the foregoing, the Committee has approved
and authorized the execution and delivery of this Stock Option Agreement as
of the date hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the parties hereto hereby enter into this Stock Option Agreement (hereinafter
called the "Agreement") upon the following terms and conditions:
1. General Signal hereby grants to the Employee as a matter of separate
inducement and agreement in connection with his or her employment, and not in
lieu of any salary or other compensation for his or her services, the option
to purchase from General Signal, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of________________________________
shares of Common Stock, of the par value of $1.00 per share, of General
Signal at the purchase price of $__________________per share, provided,
however, that at least 25 shares must be purchased at any one time unless the
balance covered by the option at that time is less than 25 shares.
<PAGE>
Page 15 - Exhibit 4.12
2. This option shall not be exercisable until the expiration of one
year from the date hereof and shall not be exercisable
after___________________________ Except as provided in Section 6, the
Employee may exercise this option as follows:
(a) On and after the first anniversary date of the granting of this
option, up to 50% of the total number of shares of Common Stock covered by
this option;
(b) On and after the second anniversary date of this option, up to 75%
of the total number of shares of Common Stock covered by this option; and
(c) On and after the third anniversary date of this option, up to 100%
of the total number of shares of Common Stock covered by this option.
3. This option is not transferable by the Employee otherwise than by
will, or, if he or she dies intestate, by the laws of descent and
distribution of the state of his or her domicile at the time of his or her
death, and is exercisable during his or her lifetime only by him or her, and
after his or her death by his or her legal representatives. This option may
be exercised nonsequentially.
4. Shares may be purchased pursuant to this option only upon receipt by
General Signal of written notice from the person holding this option of his
or her intention to purchase, specifying the number of shares as to which he
or she desires to exercise this option and containing such representations
and information as may in the opinion of counsel for General Signal be
appropriate to permit General Signal, in the light of the existence or
non-existence of an effective registration statement under the Securities Act
of 1933 with respect to such shares, to issue such shares in compliance with
the provisions of that Act. Such notice of exercise of a stock option
granted hereunder shall be accompanied by payment in full of the aggregate
price of the shares being purchased in cash, or by check, bank draft or money
order payable to the order of General Signal, or by delivery of shares of
Common Stock of General Signal of equivalent fair market value on the date of
exercise. Fair market value shall be the closing price on the New York Stock
Exchange, or, in the event that no sale shall have taken place, the mean of
the bid and asked prices. At the time of giving such notice, the person or
persons exercising this option shall furnish to General Signal such other
documents as General Signal may reasonably require. General Signal shall
have the right to withhold delivery of stock certificates representing shares
purchased under this option until all required approvals have been obtained,
until such shares have been listed on the appropriate stock exchange, and
until all applicable requirements of law have been complied with. The
Employee hereby authorizes General Signal to withhold in accordance with
applicable law from any compensation payable to him or her any taxes required
to be withheld by Federal, State, local or foreign law as a result of the
exercise of all or any portion of this option or the receipt of compensation
pursuant to paragraph 7 of the Plan.
5. The Employee or his or her legal representatives, as the case may
be, shall not have any of the rights or privileges of a shareholder of
General Signal in respect of any of the shares issuable upon the exercise of
this option unless and until certificates representing such shares shall have
been issued and delivered.
<PAGE>
Page 16 - Exhibit 4.12
6. The following provisions govern the exercisability of this option
after cessation of employment or upon the occurrence of certain specified
events.
(a) Portion of option exercisable after cessation of employment: If,
prior to exercise of all or any portion of this option, the Employee shall
cease to be in the employ of General Signal or any of its subsidiaries, this
option shall be exercisable only for the number of shares which would have
been purchasable by the Employee at the time of such cessation of employment,
and the portion of this option relating to the purchase of any remaining
shares shall expire forthwith, unless the reason for such cessation of
employment is:
(i) Death occurring on or after the first anniversary date of the
granting of this option, in which case this option shall become exercisable
as to all option shares, notwithstanding that this option may not yet have
become fully exercisable under Section 2 hereof; or
(ii) Retirement occurring on or after the first anniversary date of the
granting of this option and in accordance with the terms of a pension plan
maintained by General Signal or a subsidiary, in which case this option shall
continue to become exercisable in accordance with the provisions of Section 2
hereof; provided, however, that this option shall become exercisable as to
all option shares upon the death of such retired Employee.
(b) Time limit on the exercise of option after cessation of employment:
In no event may this option be exercised after the date specified in the
first sentence of Section 2 hereof. In addition, this option may be
exercised only within three months after cessation of employment, at which
time it shall terminate, unless
(i) The Employee dies while still in the employ of General Signal or its
subsidiaries, in which case this option may be exercised within one year
following death by the person designated in the Will of the Employee or, if
no testamentary disposition was made, by the proper legal representative of
the Employee; or
(ii) The Employee has retired in accordance with the terms of a pension
plan maintained by General Signal or a subsidiary, in which case this option
may be exercised within five years following the Employee's retirement, or,
if later, within one year after such retired Employee's death, if death
occurs within the five-year period.
(c) Exercisability relating to a Change in Control: Upon the occurrence
of a Change in Control, as defined below, the Committee may, in addition to
making the adjustment contemplated by paragraph 3 of the Plan, provide on
such terms and conditions as it deems appropriate that this option shall
become exercisable as to some or all option shares, notwithstanding that the
option may not yet have become fully exercisable under Section 2 hereof. In
no event, however, shall this option or any part thereof be exercisable after
the date fixed for its expiration in Section 2 hereof. The Committee shall
<PAGE>
Page 17 - Exhibit 4.12
not be obliged to treat all optionees equally and may accelerate the
exercisability of some options and not others. The Committee may make such
determinations and adopt such rules and conditions as it, in its absolute
discretion, deems appropriate in connection with any adjustment pursuant to
paragraph 3 of the Plan, or acceleration of exercisability under this
subsection (c), including, but not by way of limitation, provisions to insure
that any such adjustment or acceleration shall be conditioned on the
consummation of the Change in Control.
A "Change in Control" shall be deemed to have occurred if:
(i) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of the
Corporation held by such shareholders outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by converting
into Voting Securities of the surviving entity) at least 80 percent of the
total voting power represented by the Voting Securities of the Corporation or
such surviving entity outstanding immediately after such merger or
consolidation;
(ii) The shareholders of the Corporation approve an agreement providing
for the sale, exchange or other disposition of all or substantially all the
assets of the Corporation for the securities of another entity, cash or other
property;
(iii) The shareholders of the Corporation approve a plan of liquidation
or dissolution of the Corporation;
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or other than a corporation owned directly or indirectly by the
shareholders of the Corporation in substantially the same proportions as
their ownership of Voting Securities of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of Voting Securities of the Corporation representing at least 20
percent of the total voting power represented by the Voting Securities of the
Corporation then outstanding; or
(v) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Corporation
and any new director whose election by the Board of Directors of the
Corporation or nomination for election by the Corporation's shareholders was
approved by a vote of at least two thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof.
Within ten (10) days following the occurrence of a Change in Control,
General Signal shall give the Employee notice of such Change in Control and
of the determination of the Committee under this subsection (c) or Section 3
of the Plan.
<PAGE>
Page 18 - Exhibit 4.12
"Voting Securities" means any securities of the Corporation which vote
generally in the election of directors.
7. In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, separation,
spinoff, rights offering, or any other change in the corporate structure or
shares of the Corporation, the Board of Directors shall make such
adjustments, if any, as it may deem appropriate to reflect such change in the
number and kinds of shares for which options may thereafter be granted under
this Plan, in the number and kind of shares then subject to options
theretofore granted under this Plan, and in the price per share payable upon
exercise of such options.
8. General Signal shall not be liable in the event of its inability to
issue or sell stock to the Employee if such issuance or sale would be
unlawful, nor shall General Signal be liable if an issuance or sale to the
Employee is subsequently invalidated.
9. This Agreement shall be construed in accordance with the laws of the
State of New York.
GENERAL SIGNAL CORPORATION
By_________________________________
Chairman and Chief Executive Officer
_________________________________
Employee
PAGE 1
EXHIBIT 5.1
June 4, 1996
General Signal Corporation
High Ridge Park
Stamford, Connecticut 06904
Re: General Signal Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to General Signal Corporation (the "Company")
in connection with the registration by the Company under the Securities Act
of 1933, as amended, on Form S-8 of shares of common stock of the Company,
par value $1.00 per share ("Common Stock"), reserved for acquisition by
employees and non-employee directors of the Company pursuant to the General
Signal Corporation 1996 Stock Incentive Plan, General Signal Corporation 1992
Stock Incentive Plan, the General Signal Corporation 1989 Stock Option and
Incentive Plan and the General Signal Corporation 1985 Stock Option Plan
(collectively the "Plans"). We advise you that in our opinion: (1) The
issuance of the shares of Common Stock which have been reserved for issuance
(1) to employees of the Company upon the exercise of options issued and the
award of restricted stock, performance shares or performance units granted
pursuant to the Plans and (b) to non-employee directors who elect to defer
all or a portion of their annual director's cash compensation and to receive
in lieu thereof restricted stock pursuant to the Plans has been duly
authorized and, when issued in accordance with the terms of the applicable
Plan, and assuming that the consideration for the issuance of such shares is
in each case not less than the par value of such shares, such shares will be
validly issued, fully paid and non-assessable, and no personal liability will
attach to any holder of such shares under the laws of the State of New York,
except to the extent that under Section 630 of the Business Corporation Law
of the State of New York, the ten largest shareholders of the Company, under
certain conditions not presently existing, may be held liable for certain
debts of the Company to its employees. (2) The Common Stock Purchase Rights
of the Company issuable in connection with the issuance of Common Stock
pursuant to the Plans have been duly authorized and when delivered, such
Common Stock Purchase Rights will be validly issued. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
PAGE 1
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
General Signal Corporation
We consent to the incorporation by reference in the Registration
Statement (Form S-8, 2,400,000 shares of Common Stock) and related Prospectus
pertaining to General Signal Corporation's stock incentive and stock option
plans of our reports dated January 25, 1996, except for the capital stock
note to the financial statements, as to which the date is February 1, 1996,
with respect to the consolidated financial statements, and March 21, 1996
with respect to the financial statement schedule of General Signal
Corporation included or incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
June 4, 1996
Page 1
Exhibit 24.3
GENERAL SIGNAL CORPORATION - POWER OF ATTORNEY
The undersigned hereby appoints MICHAEL D. LOCKHART, TERENCE D. MARTIN
and EDGAR J. SMITH, JR., and each of them severally, the true and lawful
attorney or attorneys of the undersigned with power to act with or without
the other and with full power of substitution and resubstitution, to execute
in his name, place and stead in his capacity as an officer or director or
both of General Signal Corporation, a New York Corporation (the
"Corporation") one or more Registration Statements or Post-Effective
Amendments to be filed with the Securities and Exchange Commission on Form
S-8 covering shares of Common Stock of the Corporation to be issued pursuant
to any employee benefit or stock incentive plan of the Corporation or its
subsidiaries of the Corporation, and any amendment or Post-Effective
Amendment to any such Registration Statement or Registration Statement that
is presently effective, and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed any such Registration
Statement, amendments, and Post-Effective Amendments thereto and other
instruments with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name
and on behalf of the undersigned, every act whatsoever necessary or desirable
to be done in the premises, as fully and to all intents and purposes as the
undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 2nd day of April, 1996.
/s/ H. Kent Bowen
<PAGE>
Exhibit 24.3
GENERAL SIGNAL CORPORATION - POWER OF ATTORNEY
The undersigned hereby appoints EDMUND M. CARPENTER, TERENCE D. MARTIN
and EDGAR J. SMITH, JR., and each of them severally, the true and lawful
attorneys or attorney of the undersigned with power to act with or without
the other and with full power of substitution and resubstitution, to execute
in his name, place and stead in his capacity as an officer or director or
both of General Signal Corporation, a New York Corporation (the
"Corporation") one or more Registration Statements or Post-Effective
Amendments to be filed with the Securities and Exchange Commission on Form
S-8 covering shares of Common Stock of the Corporation to be issued pursuant
to any employee benefit or stock incentive plan of the Corporation or its
subsidiaries of the Corporation, and any amendment or Post-Effective
Amendment to any such Registration Statement or Registration Statement that
is presently effective, and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed any such Registration
Statement, amendments, and Post-Effective Amendments thereto and other
instruments with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name
and on behalf of the undersigned, every act whatsoever necessary or desirable
to be done in the premises, as fully and to all intents and purposes as the
undersigned could do in person. The undersigned hereby ratifies and approves
the actions of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on the 19th day of September, 1995.
/s/Ursula F. Fairbairn
