SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
GREY ADVERTISING INC.
_____________________________________________________________
(Name of Issuer)
Common stock, par value $1 per share
Limited Duration Class B Common Stock, par value $1 per share
_____________________________________________________________
(Title of Class and Securities)
397838 10 3
397838 20 2
____________________________________________________________
(CUSIP Number of Class of Securities)
Edward H. Meyer
c/o Grey Advertising Inc.
777 Third Avenue, New York, NY 10017
(212)546-2000
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Eric L. Cochran, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
January 5, 1995
____________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 397838 10 3 (Common Stock)
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edward H. Meyer
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF; OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF SHARES 105,953 shares
BENEFICIALLY 76,539 shares (voting power by Mr.
OWNED BY EACH Meyer as Trustee; beneficial
REPORTING ownership disclaimed)
PERSON WITH 25,500 shares (issuable upon
conversion of debentures)
___________________________________________
(8) SHARED VOTING POWER
50,833 shares held in Employee Stock
Ownership Plan
___________________________________________
(9) SOLE DISPOSITIVE POWER
105,953 shares
25,500 shares (issuable upon
conversion of debentures)
____________________________________________
(10) SHARED DISPOSITIVE POWER
None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,953 shares
25,500 shares (issuable upon conversion of debentures)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.6% (14.0%, including the 25,500 shares issuable upon
conversion of debentures)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
CUSIP No. 397838 20 2 (Class B Stock)
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edward H. Meyer
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
PF; OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF SHARES 110,053 shares
BENEFICIALLY 81,626 shares (voting power by Mr.
OWNED BY EACH Meyer as Trustee; beneficial
REPORTING ownership disclaimed)
PERSON WITH 25,500 shares (issuable upon
conversion of debentures)
___________________________________________
(8) SHARED VOTING POWER
56,961 shares held in Employee Stock
Ownership Plan
___________________________________________
(9) SOLE DISPOSITIVE POWER
110,053 shares
25,500 shares (issuable upon
conversion of debentures)
____________________________________________
(10) SHARED DISPOSITIVE POWER
None
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,053 shares
25,500 shares (issuable upon conversion of debentures)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (X)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
33.6% (38.4%, including the 25,500 shares issuable upon
conversion of debentures)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amendment No. 8 hereby amends and
supplements the Statement on Schedule 13D, as amended,
filed by Edward H. Meyer.(1) This filing relates to the
shares of Common Stock and the par value $1 per share
("Common Stock") and to the shares of Limited Duration
Class B Common Stock, par value $1 per share ("Class B
Stock") (the Common Stock and Class B Stock being
hereinafter collectively referred to as the "Shares") of
Grey Advertising Inc., a Delaware corporation (the
"Company" or "Grey"). The Company has its principal
executive offices at 777 Third Avenue, New York, New York 10017.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(b) Edward H. Meyer is Chairman of the
Board, Chief Executive Officer and President of the
Company. Mr. Meyer's business address is 777 Third
Avenue, New York, NY 10017.
(c) During the last five years, Mr. Meyer has
not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(d) During the last five years, Mr. Meyer has
not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(e) Mr. Meyer is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 1, 1978, Mr. Meyer purchased 500 shares
of Common Stock in a private transaction with Mr. Meyer's
personal funds for an aggregate purchase price of
$15,250. The June 1, 1978 purchase increased Mr. Meyer's
ownership of Common Stock to 73,048 shares. Mr. Meyer's
purchases of the Common Stock were effected by use of
personal funds, promissory notes, bank loans or other
financing arrangements. Mr. Meyer disclaims beneficial
ownership of 7,500 shares of Common Stock held in trust
for Mr. Meyer's children.
The Debentures referred to in Items 5 and 6
herein were purchased by Mr. Meyer for an aggregate
__________________
1 Pursuant to Regulation S-T, Item 101(a)(2)(ii), this
Amendment restates the entire text of the Schedule
13D and all subsequent amendments thereto, to the
extent such information remains current.
purchase price of $3,025,000: $25,000 in cash (from
personal funds); and the remainder in the form of a 9%
promissory note (the "Promissory Note") in the principal
amount of $3,000,000. A copy of the Promissory Note is
incorporated herein by reference as Exhibit 3.
Pursuant to a Stock Option Agreement, dated as
of October 13, 1984 (the "1984 Option Agreement"), Mr.
Meyer was granted an option (the "1984 Option") to
purchase 25,000 shares of Common Stock at an initial
exercise price of $129.50. The 1984 Option was granted
to Mr. Meyer without cash consideration. A copy of the
1984 Option Agreement is incorporated herein by reference
as Exhibit 5.
On March 21, 1986, the Board of Directors of
the Company declared a stock dividend (the
"Distribution") of one share of Class B Stock for each
share of Common Stock outstanding as of April 3, 1986.
The Distribution was made without cash consideration.
After giving effect to the Distribution, the
1984 Option entitled Mr. Meyer to purchase 25,000 shares
of each of the Common Stock and the Class B Common Stock
(the "Initial Shares"). As adjusted to give effect to
the Distribution, the exercise price for the 1984 Option
was $64.75 per Share. The terms of the 1984 Option
Agreement provided that, at Mr. Meyer's election, the
exercise price of the 1984 Option would be reduced by the
Dividend Amount (as described below) or Mr. Meyer would
be entitled to purchase, using the Dividend Amount, such
whole number of additional Shares determined by dividing
the exercise price of the 1984 Option into the Dividend
Amount. The Dividend Amount generally was defined as the
sum of (a) the amount of dividends which would have been
payable on the Initial Shares had they been outstanding
between the date of grant and the date of exercise and
(b) the amount of dividends which would have been payable
on additional Shares which could have been purchased at
the exercise price using the dividends referred to in
clause (a).
The terms of the 1984 Option Agreement entitled
Mr. Meyer to pay the portion of the 1984 Option exercise
price exceeding the par value of the stock underlying the
1984 Option (the "1984 Option Stock") and the Company's
tax withholding liability due upon exercise of the 1984
Option with promissory notes. As of December 29, 1992,
the Company and Mr. Meyer entered into Amendment No. 1
(the "Amendment") to the 1984 Option Agreement which
extended the date payable of such promissory notes to any
date up to the ninth anniversary of the Exercise Date,
rather than on the second anniversary of the Exercise
Date. In addition, the Amendment deleted Section 10 of
the 1984 Option Agreement which provided Mr. Meyer with
the right to require the Company to repurchase the 1984
Option Stock for one year following the first anniversary
of the 1984 Option exercise date in consideration of Mr.
Meyer's agreement not to sell the 1984 Option Stock
before the first anniversary of the 1984 Option exercise
date. A copy of the Amendment is incorporated herein by
reference as Exhibit 9.
On December 29, 1992, Mr. Meyer exercised the
1984 Option in whole. Mr. Meyer elected to use the
Dividend Amount to purchase an additional 8,905 shares of
both Common Stock and Class B Stock. Accordingly, Mr.
Meyer purchased 33,905 Shares of both Common Stock and
Class B Stock for $3,237,500, resulting in an effective
exercise price of approximately $47.74 per Share. As
payment for the exercise price of the 1984 Option,
pursuant to the terms of the 1984 Option Agreement, Mr.
Meyer delivered (i) a check payable to the Company in the
amount of $67,810 representing the par value of the 1984
Option Stock; (ii) a promissory note in the amount of
$3,169,690 representing the balance of the exercise price
of the 1984 Option, payable to the Company on December
22, 2001; and (iii) a promissory note in the amount of
$2,339,997.61 (collectively, the "1992 Promissory Notes")
representing withholding taxes incurred by the Company on
the exercise of the 1984 Option by Mr. Meyer, payable to
the Company on December 22, 2001. Copies of the 1992
Promissory Notes are incorporated herein by reference as
Exhibits 7 and 8.
On April 7, 1994, Mr. Meyer exchanged his
holdings of the Old Preferred Stock for 20,000 shares of
the Series I Preferred Stock, par value $1.00 per share
(the "Series I Preferred Stock"), 5,000 shares of the
Series II Preferred Stock, par value $1.00 per share (the
"Series II Preferred Stock") and 5,000 shares of the
Series III Preferred Stock, par value $1.00 per share
(the "Series III Preferred Stock") (the Series I
Preferred Stock, Series II Preferred Stock and Series III
Preferred Stock being hereinafter collectively referred
to as the "Preferred Stock") (the "Exchange"). The
Exchange was effected pursuant to a Stockholder Exchange
Agreement, dated as of April 7, 1994, between the Company
and Mr. Meyer (the "Exchange Agreement"). A copy of the
Exchange Agreement is incorporated herein by reference as
Exhibit 10.
The Beneficiaries (as hereinafter defined) of
the Voting Trust Agreements (as hereinafter defined) have
agreed to deposit the Trust Shares (as hereinafter
defined) into the Voting Trusts (as hereinafter defined)
of which Mr. Meyer is the sole trustee without
consideration by or to Mr. Meyer.
The 1995 Option referred to in Item 6 was
granted to Mr. Meyer without cash consideration.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Meyer holds all of the Shares, the
Debentures, and Preferred Stock for purposes of
investment. Due to his holding of securities of the
Company and his position with the Company, Mr. Meyer may
influence the direction of the management and policies of
the Company.
Mr. Meyer may acquire additional Shares by
exercising the 1995 Option (as hereinafter defined). In
addition, Mr. Meyer may elect to purchase additional
Shares or sell any Shares held at any time subject to
applicable law. Any such determination may be based on a
number of factors, including the continued employment of
Mr. Meyer by the Company, the price and availability of
Shares, subsequent developments affecting the Company,
the Company's business and prospects, general stock
market and economic conditions and other similar factors.
Except as set forth above, Mr. Meyer has no
present plans or proposals that relate to or would result
in any of the actions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of December 31, 1994, Mr. Meyer owns 131,453
shares of Common Stock (including 25,500 shares that are
issuable upon conversion of Mr. Meyer's holdings of
$3,025,000 principal amount of the Company's 8 1/2%
Convertible Subordinated Debentures Due December 10, 1996
(the "Debentures")) and 135,553 shares of Class B Stock
(including 25,500 shares that are issuable upon
conversion of the Debentures), representing approximately
14.0% and 38.4%, respectively, of the Common Stock and
Class B Stock outstanding, assuming such additional
shares were outstanding.(2) In addition, Mr. Meyer owns
20,000 shares of Series I Preferred Stock, 5,000 shares
of Series II Preferred Stock and 5,000 shares of Series
III Preferred Stock, representing 100% of the outstanding
shares of each series of Preferred Stock.
Mr. Meyer disclaims beneficial ownership of
7,500 shares of Common Stock and 7,500 shares of Class B
Stock held in trust for Mr. Meyer's children, and of
50,833 shares of Common Stock and 56,961 shares of Class
B Stock (approximately 5.6% and 17.4%, respectively, of
the outstanding Common Stock and Class B Stock) held in
the Company's Employee Stock Ownership Plan (the "ESOP"),
as to which Mr. Meyer exercises shared voting power by
virtue of his membership on the committee charged with
its administration.
The aggregate number of shares of the Company's
Common Stock and Class B Stock held by the voting trust
(the "1994 Voting Trust") created pursuant to the Voting
Trust Agreement, dated as of February 24, 1986, as
amended and restated as of August 31, 1987 and again
amended and restated as of March 21, 1994 (the "1994
Voting Trust Agreement") among the several beneficiaries
thereunder (the "Beneficiaries"), the Company and Mr.
Meyer, as the sole voting trustee (the "Trustee"), as of
December 31, 1994 was 181,092 shares of Common Stock
(approximately 19.8% of the shares of Common Stock
outstanding) and 190,595 shares of Class B Stock
(approximately 58.1% of the shares of Class B Stock
outstanding).(3) As of December 31, 1994, the voting
_________________________
2 Based on 915,734 shares of Common Stock and 327,917
shares of Class B Stock outstanding as of December
31, 1994.
3 Including 105,953 shares of Common Stock and 110,053
shares of Class B Stock beneficially owned by Mr.
Meyer.
trust (the "1989 Voting Trust") created pursuant to the
Voting Trust Agreement, dated as of December 1, 1989,
among the several beneficiaries thereunder (the "1989
Beneficiaries"), the Company and Mr. Meyer, as the
Trustee (the "1989 Voting Trust Agreement") (the 1994
Voting Trust and the 1989 Voting Trust being herein
collectively referred to as the "Voting Trusts" and the
1994 Voting Trust Agreement and the 1989 Voting Trust
Agreement being herein collectively referred to as the
"Voting Trust Agreements") held 1,084 shares of Class B
Stock (approximately 0.3% of the shares of Class B Stock
outstanding) and holds no Common Stock. For a more
detailed description of the terms of the Voting Trusts,
reference is made to Amendment No. 6 to the Statement on
Schedule 13D, dated March 10, 1995, by Mr. Meyer, as
trustee on behalf of the Voting Trusts.
In addition, the Beneficiaries have the right
to acquire an aggregate of 18,534 shares of Common Stock
at exercise prices between $93.00 and $141.50 through the
exercise of outstanding options (the "Trust Options").
Pursuant to the terms of the 1994 Voting Trust
Agreements, the Beneficiaries have severally agreed that
upon exercise, such shares would be transferred into the
Voting Trusts and held subject to the Voting Trust
Agreements.
Mr. Meyer, by virtue of his position as
Trustee, may be deemed to have the power to vote the
Shares held in the 1994 Voting Trust (the "Trust Shares")
and may therefore be deemed, for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"), to own beneficially such Trust Shares.
Mr. Meyer disclaims beneficial ownership of any Trust
Shares deposited in the Voting Trusts by anyone other
than himself.
Including the Trust Shares issuable upon the
exercise of the Trust Options and the conversion of the
Debentures, the Voting Trusts may be deemed to
beneficially own, pursuant to Rule 13d-3 under the
Exchange Act, (i) 225,126 shares of Common Stock, (ii)
217,179 shares of Class B Stock and (iii) 2,396,916 votes
entitled to be cast at a meeting of stockholders of the
Company. The numbers in clauses (i)-(iii) above do not
reflect any shares held by various benefit plans of the
Company administered by committees of which Mr. Meyer is
a member.
On February 21, 1995, as more fully described
under Item 6, the Company finalized the documentation
relating to the issuance to Mr. Meyer of an option to
purchase 40,000 shares of Common Stock effective as of
January 5, 1995 (the "Effective Date"). Such option
became exercisable as to 13,333 shares as of the
Effective Date. Including those shares as to which the
1995 Option is presently exercisable, the aggregate
number of shares of the Common Stock and the Preferred
Stock held by Mr. Meyer, the Common Stock and Class B
Stock held by the Voting Trusts (including the shares
issuable upon the exercise of the 1995 Option and
conversion of the Debentures) and the Common Stock and
Class B Stock held by the ESOP represents 69.5% of the
votes entitled to be cast at a meeting of stockholders of
the Company, assuming such additional shares were
outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Pursuant to a Purchase Agreement, dated as of
December 10, 1983 (the "Purchase Agreement"), Mr. Meyer
purchased the Debentures in the aggregate principal
amount of $3,025,000. The Debentures were issued to Mr.
Meyer in consideration for $25,000 in cash and the
Promissory Note in the aggregate principal amount of
$3,000,000.
The Debentures are convertible at any time into
shares of Common Stock, at an initial conversion price of
$121 per share, subject to adjustment upon the occurrence
of certain events. As of November 19, 1991, the Company
and Mr. Meyer entered into an Extension Agreement which
extended the maturity date to December 10, 1997. The
Debentures bear interest at the rate of 8 1/2% per annum.
Copies of the Purchase Agreement, the Debentures and the
Promissory Note are incorporated herein by reference as
Exhibits 1, 2 and 3, respectively.
In accordance with Mr. Meyer's employment
agreement with Grey, Mr. Meyer will have an option to
sell to Grey all securities held by him at such time at
the market price therefor if Grey terminates his full-
time employment as Chief Executive Officer without cause
or if he effects such a termination due to a change in
control of Grey or other good reason. A copy of Mr.
Meyer's employment agreement is incorporated herein by
reference as Exhibit 4.
Pursuant to a Registration Rights Agreement,
dated June 5, 1986 (the "Registration Rights Agreement"
incorporated herein by reference as Exhibit 12), Mr.
Meyer has demand registration rights, subject to certain
limitations, to request that the Company register all
Shares owned by him in compliance with the Securities Act
of 1933 (the "Securities Act"); provided, however, that
the Company shall not be required to register such Shares
more than once within any thirty month period. Further,
if the Company determines to proceed with the
registration of any of its securities under the
Securities Act excluding, among other limitations, shares
of Common Stock issued pursuant to employee benefit
plans, Mr. Meyer will be entitled to participate in such
registration. The Company will bear the expense of the
registrations described in the Registration Rights
Agreement and will indemnify Mr. Meyer against certain
liabilities, including liabilities under the Securities
Act. This is a summary description only and is qualified
in its entirety by reference to the Registration Rights
Agreement which is filed herewith as Exhibit 12 and
incorporated herein by reference.
In accordance with the terms of the
Certificates of Designation of the Preferred Stock, each
share held of record of the Preferred Stock is entitled
to eleven votes entitled to be cast at a meeting of
stockholders of the Company. The holders of such stock
may receive, at their election, shares of Common Stock
upon redemption of their Preferred Stock.
The terms of the Preferred Stock give a holder
the option to require the Company to redeem his or her
Preferred Stock for a period of 12 months following his
or her (i) death, (ii) permanent disability or permanent
mental disability, (iii) termination of full-time
employment for good reason and (iv) termination of full-
time employment by the Company without cause.
In addition, in accordance with the Certificate
of Designation of the Series I Preferred Stock, the
holders of Series I Preferred Stock, 100% of which is
held by Mr. Meyer, are entitled to special voting rights
in connection with the election of directors and the
approval of extraordinary transactions. Reference is
made to Grey's Certificate of Incorporation, which is on
file with the Securities and Exchange Commission as an
exhibit to Grey's public filings and incorporated herein
by reference as Exhibit 11, for the complete texts of the
Certificates of Designation, which contain all the terms
of the Series I, Series II and Series III Preferred
Stock.
The Exchange Agreement contains customary
representations and warranties, as well as the following
contractual rights: (i) a put right exercisable by Mr.
Meyer at the time of redemption of the outstanding shares
of the Preferred Stock of certain shares of the Company's
Common Stock held by Mr. Meyer so that Mr. Meyer does not
suffer adverse tax consequences as a result of the
redemption, (ii) an extension to April 7, 2004 of the
maturity date of the promissory notes issued by Mr. Meyer
as partial consideration for the Old Preferred Stock
which Mr. Meyer exchanged for the Preferred Stock, and
(iii) after the outstanding shares of the Series I
Preferred Stock are redeemed, an obligation by the
Company to use its best efforts to elect to its Board of
Directors that number of persons designated by Mr. Meyer
(or if he is no longer alive or is mentally disabled, a
representative of his family and/or his estate)
corresponding to the proportion of the capital stock of
the Company then owned by Mr. Meyer and his family, but
in no event less than one director so long as Mr. Meyer
and his family own at least five percent of the
outstanding capital stock of the Company.
Pursuant to the 1994 Voting Trust Agreement,
except for sales, transfers and dispositions pursuant to
the Company's ESOP and Restricted Stock Plan, no
Beneficiary may (i) until April 3, 1996, sell, transfer
or dispose all or any portion of the Class B Stock which
forms part of the Trust Shares in which he or she holds a
beneficial interest, no such person may convert any such
shares of Class B Stock into Common Stock and no such
person may withdraw any such shares of Class B Stock from
the Trust, and (ii) following April 3, 1996 through the
term of the 1994 Voting Trust as may subsequently be
extended, sell, transfer or dispose all or any portion of
the Trust Shares in which he or she holds a beneficial
interest, and no such person may withdraw any Trust
Shares from the Trust, during any of the following
periods:
(a) From the announcement by any person other
than Grey of a tender or exchange offer for shares of
capital stock of Grey until 30 days following the
termination of such offer;
(b) From the time when it shall have been
publicly disclosed, or Grey shall have learned, that any
person or "group" (as defined in Section 13(d) of the
Exchange Act) shall have acquired, or proposed to acquire
(whether or not any such proposed acquisition is
conditioned on any future event), more than 20% of any
class of Grey's outstanding capital stock until 30 days
following the announcement that such person or "group" no
longer owns, or has abandoned its intention to acquire
more than such percentage of such stock;
(c) From the time that any new group shall be
formed which beneficially owns or proposes to acquire
(whether or not any such proposed acquisition is
conditioned on any future event) more than 20% of the
beneficial ownership of any class of Grey's capital stock
until 30 days following the announcement that such group
has been abandoned or no longer owns such percentage of
such stock;
(d) From
(X) the commencement of (I) any contest
for the election or removal, or increase or decrease in
the number, of directors of Grey or (II) any contest
concerning the proposed approval by Grey's stockholders
of any proposal for the merger, consolidation, other
business combination or liquidation of Grey or (III) any
contest concerning the approval by Grey's stockholders of
any other matter deemed by the Trustee to be material to
the continuity and stability of the management, policies
and client relationships of Grey (regardless of whether
such contest involves an annual or special meeting of
stockholders of Grey or the solicitation of consents of
such stockholders for use other than at such a meeting)
until
(Y) thirty days following the earlier of
(I) the Grey stockholder vote with respect thereto and
(II) any other termination or abandonment of the contest.
Pursuant to the terms of the 1994 Voting Trust
Agreement, the 1994 Voting Trust Agreement in all
respects supersedes the voting trust agreement, dated as
of February 24, 1986 among certain Beneficiaries (as
defined therein), Grey, Meyer and Ronald A. Nicholson and
the voting trust agreement (the "1987 VTA"), dated as of
August 31, 1987 among the beneficiaries executing the
1987 VTA, Grey and Meyer. The 1994 Voting Trust
Agreement shall continue in force until March 21, 2004,
unless extended as allowed by law.
Mr. Meyer shall (subject to his right to resign
as Trustee) remain in office as Trustee until the
earliest of (i) his death, (ii) his permanent mental
disability, (iii) the effectiveness of his appointment of
a successor trustee and (iv) the expiration of (x) two
years following the termination of his employment as
chief executive officer of Grey for cause or (y) six
years following the termination of his employment as
chief executive officer of Grey for any other reason (the
"Two/Six Year Date"). Meyer may, in his sole discretion,
at any time before or after the Two/Six Year Date,
designate a person or persons to serve as an additional
Trustee or Trustees or to serve as successor Trustee or
Trustees upon one or more conditions established by
Meyer. Immediately following the Two/Six Year Date the
Chief Executive Officer of Grey shall automatically, ex
officio, become a Trustee if not already so serving, and
he shall remain as a Trustee (subject to his right to
resign as a Trustee) so long as he shall continue in
office as Grey's Chief Executive Officer.
At any time, a majority of the Trustees (or the
sole Trustee if there is only one) in office may appoint
one or more additional or successor Trustees. In the
event of a deadlock, the decision of the Trustee longest
in office shall govern.
At such time as Meyer shall cease for any
reason to be Trustee, if he shall not have appointed a
successor Trustee, Mr. Kaplan, provided he is then an
officer or director of Grey, shall succeed Meyer as
Trustee. At such time as Mr. Kaplan shall cease for any
reason to be a Trustee or if Mr. Kaplan for any reason
shall not succeed Meyer as Trustee, the Chief Executive
Officer of Grey shall succeed Meyer as Trustee, if Meyer
shall not have appointed a successor Trustee.
The terms of the 1989 Voting Trust Agreement as
well as the provisions regarding the Trustee are
substantially similar to those of the 1994 Voting Trust
Agreement. However, a Beneficiary of the 1989 Trust may,
in addition to the transfer provisions described above,
transfer Trust Shares to the Old Trust (as defined in the
1989 Voting Trust Agreement).
For a more detailed description of the terms of
the Voting Trusts, as well as the manner in which the
1994 Voting Trust may be anticipated over time to
concentrate the voting power of the Company in Mr. Meyer
and give him effective control of the Company, reference
is made to the Schedule 13-D and amendments thereto filed
by the Voting Trusts with the Securities and Exchange
Commission.
The Company has an ESOP under which the Company
contributes either shares of Common Stock or cash to a
trust. Cash contributions must be invested primarily in
Common Stock. Contributions to participants under the
ESOP are distributed upon the termination of a
participant's employment or upon his or her death. Mr.
Meyer shares voting power over shares held in the
Company's ESOP by virtue of his membership on the
committee charged with the ESOP's administration.
On February 21, 1995, the Company finalized the
documentation relating to a Stock Option Agreement,
effective as of January 5, 1995 (the "Effective Date"),
between the Company and Mr. Meyer (the "1995 Option
Agreement", incorporated herein by reference as Exhibit
13), an option (the "1995 Option") to purchase 40,000
shares of Common Stock pursuant to the Company's 1994
Stock Incentive Plan (the "Plan", incorporated herein by
reference as Exhibit 14). The 1995 Option became
exercisable as to 13,333 shares as of the Effective Date
and will become exercisable as to the remaining shares in
equal installments on January 5, 1996 and January 5,
1997. The 1995 Option expires on January 5, 2004. The
number of shares subject to the 1995 Option and/or the
exercise price are subject to adjustment upon the
occurrence of certain events such as stock dividends,
recapitalizations resulting in stock splits or
combinations or exchanges in respect of the Common Stock.
The foregoing is a summary description only and
is qualified in its entirety by reference to the 1995
Option Agreement and the complete text of the Plan which
are filed herewith as Exhibits 13 and 14, respectively,
and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS(4)
Exhibit 1 Purchase Agreement, dated as of December
10, 1983, between Grey and Edward H. Meyer.
Exhibit 2 Grey Advertising Inc. 8 1/2% Convertible
Subordinated Debentures Due December 10, 1991.
Exhibit 3 Promissory Note executed and delivered by
Edward H. Meyer to Grey.
Exhibit 4 Agreement, dated as of February 9, 1984,
between Grey and Edward H. Meyer.
Exhibit 5 Stock Option Agreement, dated as of
October 13, 1984, between Grey and Edward
H. Meyer.
Exhibit 6 Grey's Executive Growth Plan, as amended.
Exhibit 7 Promissory Note No. 1, dated December 29,
1992, from Edward H. Meyer, to the Company.
Exhibit 8 Promissory Note No. 2, dated December 29,
1992, from Edward H. Meyer to the Company.
Exhibit 9 Amendment No. 1 to the Grey Advertising
Inc. Stock Option Agreement, dated as of
December 29, 1992, between the Company and
Edward H. Meyer.
_____________________
4 Pursuant to Regulation S-T, Item 102(a) previously
filed paper exhibits are not being restated in
electronic format herewith.
Exhibit 10 Stockholder Exchange Agreement, dated as
of April 7, 1994, by and between the
Company and Edward H. Meyer (filed as
Exhibit No. 10(a) of the Company's Report
on Form 8-K, dated April 7, 1994, and
incorporated herein by reference).
Exhibit 11 Restated Certificate of Incorporation of
the Company (filed as Exhibit No. 3(a) of
the Company's Report on Form 8-K, dated
April 7, 1994, and incorporated herein by
reference).
Exhibit 12 Registration Rights Agreement, dated as of
June 5, 1986, between the Company and
Edward H. Meyer.
Exhibit 13 Stock Option Agreement, effective as of
January 5, 1995, by and between the
Company and Edward H. Meyer.
Exhibit 14 Grey Advertising Inc. 1994 Stock Incentive Plan.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: March 10, 1995
/s/ Edward H. Meyer
EDWARD H. MEYER
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Exhibit Page
1 Purchase Agreement, dated as of N/A
December 10, 1983, between Grey
and Edward H. Meyer.
2 Grey Advertising Inc. 8 1/2% N/A
Convertible Subordinated
Debentures Due December 10,
1991.
3 Promissory Note executed and N/A
delivered by Edward H. Meyer to
Grey.
4 Agreement, dated as of February N/A
9, 1984, between Grey and
Edward H. Meyer.
5 Stock Option Agreement, dated N/A
as of October 13, 1984, between
Grey and Edward H. Meyer.
6 Grey's Executive Growth Plan, N/A
as amended.
7 Promissory Note No. 1, dated N/A
December 29, 1992, from Edward
H. Meyer, to the Company.
8 Promissory Note No. 2, dated N/A
December 29, 1992, from Edward
H. Meyer to the Company.
9 Amendment No. 1 to the Grey N/A
Advertising Inc. Stock Option
Agreement, dated as of December
29, 1992, between the Company
and Edward H. Meyer.
10 Stockholder Exchange Agreement, N/A
dated as of April 7, 1994, by
and between the Company and
Edward H. Meyer (filed as
Exhibit No. 10(a) of the
Company's Report on Form 8-K,
dated April 7, 1994, and
incorporated herein by
reference).
11 Restated Certificate of N/A
Incorporation of the Company
(filed as Exhibit No. 3(a) of
the Company's Report on Form 8-
K, dated April 7, 1994, and
incorporated herein by
reference).
12 Registration Rights Agreement, 20
dated as of June 5, 1986,
between the Company and Edward
H. Meyer.
13 Stock Option Agreement, 40
effective as of January 5,
1995, by and between the
Company and Edward H. Meyer.
14 Grey Advertising Inc. 1994 51
Stock Incentive Plan
REGISTRATION RIGHTS AGREEMENT, dated as of June
5, 1986 (the "Agreement"), between GREY ADVERTISING INC.,
a Delaware corporation with principal offices at 777
Third Avenue, New York, New York 10017 ("Grey"), and
EDWARD H. MEYER, whose principal residence is 580 Park
Avenue, New York, New York 10022 ("Meyer").
WHEREAS, Grey and Meyer entered into a Purchase
Agreement dated as of December 10, 1983 (the "Purchase
Agreement") which provided for the sale to Meyer of
$3,025,000 principal amount of Grey's Convertible
Subordinated Debentures due December 10, 1991 (the
"Debentures"), and granted to Meyer certain registration
rights with respect to the shares of common stock, par
value $1 per share (the "Shares"), of Grey issuable upon
conversion of the Debentures;
WHEREAS, Grey and Meyer also entered into a
Stock Option Agreement dated as of October 13, 1984 (the
"Stock Option Agreement") which granted to Meyer an
option (the "Stock Option") to purchase up to 25,000
Shares (as that number of Shares may be adjusted in
accordance with the terms of the Stock Option Agreement),
and granted to Meyer certain registration rights with
respect to the Shares subject to the Stock Option; and
WHEREAS, both Grey and Meyer deem it to be in
their mutual best interest to enter into a single
agreement providing registration rights to Meyer with
respect to all Shares presently owned or hereafter
acquired by him, including without limitation whatsoever
upon conversion of shares of Limited Duration Class B
Common Stock (the "Registrable Shares"), and thereby
facilitate the orderly distribution by Meyer of his
Shares if and when Meyer should decide to dispose of some
or all of his Shares;
NOW, THEREFORE, in consideration of the mutual
agreements contained herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Demand Registration Rights
If Grey shall receive, at any time or from time
to time, a written request from Meyer for the
registration of any Registrable Shares, Grey shall cause,
in accordance with the Registration Procedures set forth
in Section 8, the offering of such Registrable Shares to
be registered as promptly as practicable so as to permit
the sale or other distribution thereof by Meyer, and in
connection therewith shall prepare and file on an
appropriate form a registration statement under the
Securities Act of 1933 (the "Securities Act"), and the
rules and regulations thereunder, covering such
Registrable Shares. Notwithstanding the foregoing, Grey
shall not be required to file a registration statement
pursuant to Meyer's request under this Section 1 more
frequently than once in any thirty month period. In the
case of any request by Meyer to exercise his rights
pursuant to this Section 1 (the "Demand Registration
Rights") which involves an underwritten public offering,
the managing underwriter or underwriters of such offering
shall be selected by Meyer, and approved by Grey, which
approval shall not unreasonably be withheld. In
addition, Grey shall not be required to file any such
registration statement at any time when Grey is actively
contemplating an underwritten public offering and the
registration of the Registrable Shares would, in the good
faith judgment of Grey's investment banker, materially
interfere with the orderly sale of the shares of capital
stock by Grey; provided, however, that Grey shall not be
able to delay, pursuant to this sentence, any such filing
for a period greater than ninety days.
2. Participation Registration Rights
If Grey shall at any time determine to proceed
with the actual preparation and filing of a registration
statement under the Securities Act, and the rules and
regulations thereunder, in connection with an offering of
securities for cash, Grey shall give written notice as
promptly as practicable of such determination to proceed
with the preparation and filing of such registration
statement to Meyer and shall include in such registration
statement such number of Registrable Shares as Meyer
shall request within 20 days after receipt of such notice
from Grey, upon the same terms (including the method of
distribution) as the offering which is being made by
Grey; provided, however, that (i) Grey shall not be
required to give notice or to include such Registrable
Shares in any registration statement relating solely to
Shares or other securities to be issued (A) pursuant to
Grey's Restricted Stock Plan, Grey's Incentive Stock
Option Plan or another employee benefit plan of Grey, (B)
in exchange for securities or assets of, or in connection
with a merger or consolidation with, another corporation,
or (C) in exchange for other securities of Grey; and (ii)
in the event that the inclusion of all the Registrable
Shares requested by Meyer for inclusion pursuant to this
Section 2 would, in the good faith judgment of the
managing underwriter of such public offering, materially
interfere with the orderly sale and distribution of the
securities offered by Grey, the number of Registrable
Shares otherwise to be included in the underwritten
public offering may be reduced to the extent deemed
necessary by such managing underwriter acting in good
faith or the sale of such Shares shall be subject to such
other conditions as the managing underwriter deems
appropriate. In the event that other persons have rights
similar to Meyer's under this Section 2 and the inclusion
of all Registrable Shares requested by Meyer and all
shares requested by persons with similar rights to Meyer
would, in the good faith judgment of the managing
underwriter of such public offering, materially interfere
with the orderly sale and distribution of the securities
offered by Grey, the shares requested for inclusion by
such other persons shall be reduced and, if necessary,
excluded before any Registrable Shares are reduced or
excluded in accordance with clause (ii) of the preceding
sentence. Grey may, without the written consent of
Meyer, withdraw such registration statement and abandon
the proposed offering in which Meyer had requested to
participate.
3. Limitations on Registration Rights
(a) Except as herein provided, Grey shall not
be obligated to keep any registration statement filed
pursuant to this Agreement effective for more than one
hundred eighty days.
(b) Notwithstanding anything contained herein
to the contrary, Grey's obligation to register Shares on
behalf of the Meyer pursuant to Sections l or 2 of this
Agreement shall terminate at such time as Grey shall
receive either an opinion of counsel reasonably
acceptable to Meyer or a "no action" letter from the
staff of the Securities and Exchange Commission (the
"SEC") to the effect that the Shares then held by Meyer
may be sold or otherwise disposed of publicly without
registration under the Securities Act.
(c) Notwithstanding anything contained herein
to the contrary, Grey shall not be required pursuant to
Sections 1 and 2 of this Agreement to register on behalf
of Meyer in any one registration statement less than
20,000 Shares or such lesser number of Shares which shall
constitute the sum of all the Shares which either (i) are
held by Meyer, his estate or his successors, or (ii) are
still issuable upon exercise of the Stock Option,
conversion of the Debentures held by such persons, or
upon the exercise or conversion of any other right or
security held by Meyer, his estate or his successors.
Such number shall be appropriately adjusted for stock
splits, stock dividends, combinations of shares,
reclassifications or other similar events.
4. Blue Sky Registration
Grey shall use its best efforts to effect such
registration, qualification or exemption under Blue Sky
or other state securities laws as may be reasonably
requested by Meyer to permit or facilitate the sale or
other distribution of the Registrable Shares but Grey
shall not be obligated to qualify the Shares in any
jurisdictions where such qualifications would (and Grey's
business in the ordinary course does not) (i) require
Grey to qualify generally to do business as a foreign
company in such jurisdictions, (ii) subject Grey to
taxation in such jurisdictions, or (iii) otherwise
subject Grey to consent to general service of process in
such jurisdictions.
5. Expenses
Grey shall pay all expenses necessary to effect
under the Securities Act any registration statements,
amendments or supplements filed pursuant to Sections 1
and 2 (other than underwriters' discounts and commissions
and brokerage commissions and fees, if any, payable with
respect to Registrable Shares sold by Meyer and fees and
expenses of counsel for Meyer, as well as registration
fees of the SEC), including, without limitation, printing
expenses, expenses of compliance with Blue Sky or other
state securities laws, and legal and audit fees incurred
by Grey in connection therewith, subject, however, to the
following sentence. Grey shall not be required to
furnish any audited financial statements at the request
of Meyer other than those statements customarily prepared
at the end of its fiscal year, unless Meyer shall agree
to reimburse Grey for the out-of-pocket costs incurred by
Grey in the preparation of such other audited financial
statements.
6. Indemnification
(a) In the event of any registration pursuant
to this Agreement, Grey shall indemnify and hold harmless
Meyer and each person, if any, who controls Meyer within
the meaning of the Securities Act, against any losses,
claims, damages, expenses (including attorneys' fees), or
liabilities (or actions in respect thereof) under the
Securities Act or otherwise, which arise out of or are
based upon any untrue statement or alleged untrue
statement of any material fact contained in any such
registration statement, any preliminary prospectus or
final prospectus contained therein, or any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make
the statements therein not misleading; and shall
reimburse Meyer and each such controlling person for any
legal or other expenses reasonably incurred by Meyer or
such controlling person in connection with investigating
or defending any such loss, claim, damage, liability or
action; provided, however, that Grey shall not be liable
in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission
or alleged omission made in said registration statement,
said preliminary prospectus, said prospectus, or any said
amendment or supplement, in reliance upon and in
conformity with written information furnished by Meyer
specifically for use in the preparation thereof.
(b) Meyer shall indemnify and hold harmless
Grey, each of its directors, each of its officers who
have signed any such registration statement, and each
person, if any, who controls Grey within the meaning of
the Securities Act, against any losses, claims, damages
or liabilities to which Grey or any such director,
officer, or controlling person may become subject, under
the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained
in said registration statement, said preliminary
prospectus, said prospectus, or said amendment or
supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a
material fact required to be stated therein or necessary
to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission
or alleged omission was made in said registration
statement, said preliminary prospectus, said prospectus,
or said amendment or supplement, in reliance upon and in
conformity with written information furnished by Meyer
specifically for use in the preparation thereof and shall
reimburse any legal or other expenses reasonably incurred
by Grey or any such director, officer, or controlling
person in connection with investigating or defending any
such loss, claim, damage, liability or action.
(c) Promptly after receipt by an indemnified
party under this Section 6 of notice of the commencement
of any action, such indemnified party shall, if a claim
in respect thereof is to be made against any indemnifying
party under this Section 6, notify the indemnifying party
of the commencement thereof.
(d) In case any such action is brought against
any indemnified party, and it notifies an indemnifying
party of the commencement thereof, the indemnifying party
shall be entitled to defend any such action, with counsel
reasonably satisfactory to the indemnified party,
provided that the indemnifying party may not settle any
such action the settlement terms of which are non-
monetary (or which cannot be reduced to monetary terms),
without the approval of the indemnified party.
Notwithstanding the foregoing, to the extent that in the
reasonable judgment of the indemnified party a conflict
of interest exists between the indemnified party and the
indemnifying party, the indemnified party may retain its
own counsel, who shall be reasonably satisfactory to the
indemnifying party, and participate in the defense of
such action (although the indemnifying party's counsel
shall be entitled to control the defense of any such
action). The fees and expenses of such counsel shall be
borne by the indemnifying party.
7. Registration Procedures
(a) If and whenever Grey is required to
register any Registrable Shares under the Securities Act
as provided under the Demand Registration Rights
provisions of this Agreement (Section 1), Grey shall, as
expeditiously as possible:
(i) prepare and file a registration
statement with the SEC with respect to such
Registrable Shares and use its best efforts to cause
such registration statement to become effective;
(ii) prepare and file with the SEC such
amendments and supplements to such registration
statement and the prospectus used in connection
therewith as may be necessary to keep such
registration statement effective for a period not in
excess of one hundred eighty days and to comply with
the provisions of the Securities Act with respect to
the disposition of all securities covered by such
registration statement during such period in
accordance with the intended methods of disposition
by Meyer set forth in such registration statement:
(iii) furnish to Meyer such number of
copies of such registration statement and of each
such amendment and supplement thereto (in each case
including all exhibits), such number of copies of
the prospectus included in such registration
statement (including each preliminary prospectus and
summary prospectus), in conformity with the
requirements of the Securities Act, and such other
documents as Meyer may reasonably request in order
to facilitate the disposition of the Registrable
Shares by Meyer;
(iv) notify Meyer, at any time when a
prospectus relating thereto is required to be
delivered under the Securities Act within the
appropriate period mentioned in subsection (a) (ii)
of this Section 7, of Grey becoming aware that the
prospectus included in such registration statement,
as then in effect, includes an untrue statement of a
material fact or omits to state a material fact
required to be stated therein or necessary to make
the statements therein not misleading in the light
of the circumstances then existing, and at the
request of Meyer, prepare and furnish to Meyer a
reasonable number of copies of an amended or
supplemental prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such
Registrable Shares, such prospectus shall not
include an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading in the light of the circumstances
then existing;
(v) otherwise use its best efforts to
comply with all applicable rules and regulations of
the SEC, and make available to its security holders,
as soon as reasonably practicable, an earnings
statement covering the period of at least twelve
months, but not more than eighteen months, beginning
with the first month after the effective date of the
Registration Statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the
Securities Act and the rules and regulations
promulgated thereunder;
(vi) use its best efforts to list such
Registrable Shares in the event Shares are then
listed on a securities exchange, on any securities
exchange on which the Shares are then listed, if
such Registrable Shares are not already so listed
and if such listing is then permitted under the
rules of such exchange, and to provide a transfer
agent and registrar for such Registrable Shares
covered by such registration statement not later
than the effective date of such registration
statement; and
(vii) make available for inspection by
Meyer, by any underwriter participating in any
disposition to be effected pursuant to such
registration statement and by any attorney,
accountant or other agent retained by Meyer or any
such underwriter, all pertinent financial and other
records, pertinent corporate documents and
properties of Grey, and cause all of Grey's
officers, directors and employees to supply all
information reasonably requested by Meyer, any such
underwriter, attorney, accountant or agent in
connection with such registration statement.
(b) If and whenever Grey is required to
register any Registrable Shares under the Securities Act
as provided in this Agreement, Meyer shall, as
expeditiously as possible:
(i) furnish to Grey such information
regarding Meyer's holdings of Shares and the
proposed manner of distribution thereof and such
additional matters related thereto as Grey may
reasonably request in connection with any
registration statement, any preliminary prospectus
or final prospectus, or any amendment or supplement
thereto resulting from this Agreement; and
(ii) notify Grey, at any time when a
prospectus relating thereto is required to be
delivered under the Securities Act, of Meyer
becoming aware that the prospectus included in such
registration statement, as then in effect, includes
an untrue statement of a material fact or omits to
state a material fact required to be stated therein
or necessary to make the statements therein not
misleading in light of the circumstances then
existing.
(c) With respect to any underwritten offering,
Meyer and Grey shall, in addition to the foregoing, enter
into such customary agreements (including an underwriting
agreement in customary form) and take such other actions
as may be reasonably necessary to expedite or facilitate
the disposition of the Registrable Shares being
registered.
8. Notices
Any notice herein required or permitted to be
given shall be in writing and may be personally served or
sent by United States first-class mail and shall be
deemed to have been given when deposited in the United
States mail, registered, with postage prepaid and
properly addressed. For the purpose hereof, the address
of Meyer shall be:
Edward H. Meyer
580 Park Avenue
New York, New York 10022
and the address of Grey shall be:
Grey Advertising Inc.
777 Third Avenue
New York, New York 10017
Attention: Corporate Secretary
Both Meyer and Grey may change the address for notices by
giving written notice to the other as herein provided.
9. Miscellaneous
(a) Waiver of Compliance. Any failure of any
of the parties hereto to comply with any obligation,
covenant or agreement contained herein may be waived by
the party entitled to the benefit of such obligation,
covenant or agreement only by written instrument signed
by such party, but such waiver or failure to insist upon
strict compliance with such obligation, covenant or
agreement shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.
(b) Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but
this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
(c) Successors and Permitted Assigns. Except
as expressly indicated herein, this Agreement is intended
to bind and inure to the benefit of and be enforceable by
Meyer and Grey and their respective successors and
permitted assigns.
(d) Complete Agreement. This Agreement and
the other documents expressly referred to herein embody
the complete agreement and understanding among the
parties and supersede and preempt any prior
understandings, agreements or representations by or among
the parties, written or oral, which may have related to
the subject matter hereof including, but not limited to,
the registration rights provisions presently contained in
the Stock Option Agreement and the Purchase Agreement.
This Agreement may be amended only by an agreement in
writing executed by the parties hereto.
(e) Term. Notwithstanding anything contained
herein to the contrary, the term of this Agreement,
including the respective obligations of the parties
hereunder, shall expire three years from the date on
which Meyer shall cease being the Chief Executives
Officer of Grey.
(f) Section Headings. The section headings
contained in this Agreement are solely for the purpose of
reference, are not part of the agreement of the parties
and shall not in any way affect the meaning or
interpretation of this Agreement.
(g) Counterparts. This Agreement may be
executed in separate counterparts, any one of which need
not contain the signatures of more than one party, but
all of which taken together constitute one and the same
agreement.
(h) Choice of Law. The law of the State of
New York shall govern all questions concerning the
construction, validity and interpretation of this
Agreement without regard to the principles of conflicts
of law thereof.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year first above
written.
[SEAL] GREY ADVERTISING INC.
By /s/ Alan B. Fendrick
Name:
Title:
/s/ Edward H. Meyer
Edward H. Meyer
GREY ADVERTISING INC.
STOCK OPTION AGREEMENT
AGREEMENT, dated as of January 5, 1995,
by and between GREY ADVERTISING INC., a Delaware
corporation ("Company"), and EDWARD H. MEYER,
residing at 580 Park Avenue, New York, N. Y.
10021 (such individual or, as the context
requires, his/her guardian, legal representative,
estate or other person to whom the rights
hereunder may be transferred by will or by the
laws of descent and distribution, being
hereinafter referred to as the "Optionee").
Pursuant to the Grey Advertising Inc.
1994 Stock Incentive Plan ("Plan"), the Board of
Directors, or a committee thereof, of the Company
("Board") has granted the Optionee, on the terms
and conditions set forth herein, an option to
purchase 40,000 shares of the Company's common
stock, par value $1 per share ("Common Stock").
The Plan is hereby incorporated by
reference and made a part hereof, and this
Agreement shall be subject to all terms and
conditions thereof.
NOW THEREFORE, the Company and the
Optionee hereby agree as follows:
1. Grant of Option.
(a) Number of Shares and Option
Price.
In accordance with the allotment
made by the Committee and subject to the terms and
conditions hereof, the Company grants, as of the
date hereof, to the Optionee a non-qualified
option to purchase ("Option") an aggregate of
40,000 shares of Common Stock ("Option Shares") at
an option
option exercise price of $148.50 per share, which
price is subject to adjustment in accordance with
Section 4 of this Agreement. The option price,
as adjusted from time to time, is hereinafter
referred to as the "Option Price".
(b) Term of Option; Conditions and
Manner of Exercise.
(i) The term of the
Option and of this Agreement shall commence as of
the date hereof ("Date of Grant") and, unless
earlier terminated as provided in this Agreement,
shall terminate upon the expiration of nine years
from the Date of Grant. Upon the termination of
the Option, all rights of the Optionee hereunder
shall cease.
(ii) The Option,
subject to the following provisions of this
paragraph, shall become exercisable in cumulative
installments as follows: one-third of the shares
subject to the Option from and after the Date of
Grant; one-third of the shares subject to the
Option from and after the first anniversary of the
Date of Grant; and one-third of the shares subject
to the Option from and after the second
anniversary of the Date of Grant; provided,
however, that the Option may be exercised only to
purchase whole shares, and in no case may a
fraction of a share be purchased. The right of
the Optionee to purchase Option Shares with
respect to which the Option has become exercisable
as herein provided may be exercised in whole or in
part at any time or from time to time prior to the
ninth anniversary of the Date of Grant.
(iii) The Option (or
any portion thereof) shall be exercised in the
following manner: the Optionee shall deliver to
the Company written notice of the exercise of the
Option (or any portion thereof) in a form
satisfactory to the Board, specifying the number
of Option Shares subject to the Option which the
Optionee elects to purchase, together with full
payment of the Option Price (w) in cash, (x) by
delivery of a check payable to the order of the
Company, (y) in shares of Common Stock with a
fair market value equal to the Option Price or
portion thereof being paid with shares (provided,
in each instance, that such shares of Common Stock
were ownd by the Optionee for at least six months
prior to the exercise of the Option, unless such
requirement is waived by the Board), or (z) a
combination thereof. The Company shall thereafter
cause certificates representing the Option Shares
purchased to be delivered as promptly as
practicable, provided that the Optionee shall pay
to the Company at the time of exercise, or shall
otherwise make arrangements satisfactory to the
Company regarding payment of, any additional
amount, if any, as the Company deems necessary to
satisfy the Company's liability to withhold
Federal, state or local income or other taxes
incurred by the Company or the employer of the
Optionee by reason of the exercise of the Option,
or any portion thereof, or the transfer of the
Option Shares thereupon. If requested by the
Company, the Optionee shall also deliver this
Agreement to the Secretary of the Company who
shall endorse hereon a notation of such exercise
and return this Agreement to the Optionee. The
date of exercise of an Option that is validly
exercised shall be deemed to be the date on which
there shall have been delivered to the Company the
instruments and payments referred to in the first
sentence of this paragraph (iii), provided that
the Optionee has satisfied or thereafter satisfies
the other requirements of this paragraph (iii).
The Optionee shall be deemed to be the holder of
the Option Shares issued pursuant to the exercise
of the Option as of the date of exercise.
(iv) For the purposes
of the preceding paragraph (iii), "fair market
value" per share of Common Stock, as of a
particular date, shall mean (x) the closing sales
price per share of Common Stock reported on NASDAQ
or, if the shares are not so reported, on the
system or exchange on which the trading prices of
the shares are then reported or traded, (y) if
there is no reported closing sales prices per
share on such date, the average of the closing bid
and asked prices for the shares on such date as
reported by NASDAQ or such other system, or (z)
if the shares of Common Stock are not then quoted
by NASDAQ (or such other system) or traded on one
of the exchanges, such value as the Board, in its
sole discretion, shall determine.
2. Termination of Employment.
(a) Except as provided in
this Section 2, Options may not be exercised after
the Optionee has ceased to be employed by the
Company or a subsidiary of the Company.
(b) If the Optionee's
employment by the Company or a subsidiary of the
Company should terminate for any reason other than
dealth, disability (as defined in subparagraph (c)
below) or cause (as such term is defined in the
Optionee's employment agreement with the Company),
the Option may be exercised, to the extent the
Optionee was entitled to exercise the Option on
the date employment was terminated, at any time
within one year after such date, but in no event
later than nine years from the Date of Grant.
(c) If the Optionee's
employment by the Company or a subsidiary of the
Company should terminate by reason of the
Optionee's death or disability (within the meaning
of Section 105(d)(4) of the Internal Revenue Code
of 1954, as amended), the Option may be exercised,
in its entirety at any time within one year after
such date, but in no event later than nine years
from the Date of Grant.
3. Non-transferability.
The Option granted hereunder shall not
be transferable other than by will or by the laws
of descent and distribution, and may be exercised,
during the lifetime of the Optionee, only by the
Optionee or by his guardian or legal
representative.
4. Effect of Certain Changes.
(a) If there is any change in
the aggregate number of issued and outstanding
shares of the Common Stock and Company's Limited
Duration Class B Common Stock, par value $1 per
share ("Class B Stock"; the Common Stock and the
Class B Stock are collectively referred to herein
as the "Common Equity") through the declaration of
stock dividends, or through a recapitalization
resulting in stock splits, or combinations or
exchanges of such shares, the number of Option
Shares and the Option Price per share shall be
proportionately adjusted by the Board to reflect
any increase or decrease in the number of issued
shares of Common Equity; provided, however, that
any fractional shares resulting from such
adjustment shall be eliminated.
(b) In the event of a
proposed dissolution or liquidation of the
Company, or in the event of any corporate
separation or division, including, but not limited
to, a split-up, split-off or spin-off, the Board,
in its sole discretion, may provide (i) that the
Optionee shall have the right to exercise the
Option, to the extent then exercisable, solely for
the kind and amount of shares of stock and other
securities, property, cash or any combination
thereof receivable upon such dissolution,
liquidation, or corporate separation or division
by a holder of the number of shares of Common
Stock for which the Option might have been
exercised immediately prior to such dissolution,
liquidation, or corporate separation or division,
or (ii) that the Option shall terminate as of a
date to be fixed by the Board, provided however,
that not less than twenty days' prior written
notice of the date so fixed shall be given to the
Optionee, who shall have the right, during the
period of twenty days preceding such termination,
to exercise the Option as to all or any part of
the Option Shares covered thereby, including
shares as to which the Option would not otherwise
be exercisable, or (iii) for an equitable
adjustment in the Option Price.
(c) The Board shall, in its
sole discretion, in the case of a merger or
consolidation in which the Company is not the
surviving corporation (i) promptly make an
appropriate adjustment to the number and class of
shares of Common Stock available pursuant to the
Option, to the amount and kind of shares or other
securities or property receivable upon the
exercise of the Option after the effective date of
any such transaction, and/or to the Option Price,
or (ii) provide for the cancellation of the
Option, or any portion thereof then outstanding,
in consideration for a cash payment equal to the
product of (x) the difference between the Option
Price and the fair market value of the
consideration per share received or receivable by
holders of Common Equity in any such transaction
multiplied by (y) the number of Option Shares then
subject to the Option.
(d) Paragraphs (b) and (c) of
this Section 4 shall not apply to a merger or
consolidation in which the Company is the
surviving corporation and pursuant to which shares
of Common Stock are not converted into or
exchanged for stock or securities of any other
corporation, cash or any other thing of value. In
case of any consolidation or merger of another
corporation into the Company in which the Company
is the surviving corporation and in which there is
a reclassification or change (including a change
in the right to receive cash or other property) of
the shares of Common Stock (other than a change in
par value, or from par value to no par value, or
as a result of a subdivision or combination, but
including any change in such shares into two or
more classes or series of shares), the Board may,
in its sole discretion (i) make an appropriate
adjustment to the number and class of shares of
Common Stock available pursuant to the Option, to
the amount and kind of shares or other securities
or property receivable upon the exercise of the
Option after the effective date of any such
transaction, and/or to the Option Price or (ii)
provide for the cancellation of the Option, or any
portion thereof then outstanding, in consideration
for a cash payment equal to the product of (x) the
difference between the Option Price and the fair
market value of the consideration per share
received or receivable by holders of Common Equity
in any such transaction multiplied by (y) the
number of Option Shares then subject to the
Option.
(e) In the event of a change
in the Common Stock of the Company as presently
constituted, which is limited to a change of all
of its authorized shares with par value into the
same number of shares with a different par value
or without par value, the shares resulting from
any such change shall be deemed to be the Common
Stock within the meaning of the Plan.
(f) To the extent that the
foregoing adjustments relate to stock or
securities of the Company, such adjustments shall
be made by the Board, whose determination in that
respect shall be final, binding and conclusive.
(g) Except as otherwise
expressly provided in this Agreement or in the
Plan, the Optionee shall have no rights by reason
of any subdivision or consolidation of shares of
stock of any class or the payment of any stock
dividend or any other increase or decrease in the
number of shares of stock of any class or by
reason of any dissolution, liquidation, merger or
consolidation or spin-off of assets or stock of
another corporation, and any issue by the Company
of shares of stock of any class, or securities
convertible into shares of stock of any class,
shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number
or price of Option Shares. The grant of the
Option does not affect in any way the right or
power of the Company to make adjustments,
reclassifications, reorganizations or changes of
its capital or business structures or to merge or
to consolidate or to dissolve, liquidate or sell,
or transfer all or part of its business or assets.
5. Restrictions upon Option Shares.
(a) The Optionee, as a
condition to the exercise of the Option, by
exercising the Option, or any portion thereof,
warrants, effective as of the date of exercise,
but only to the extent the Option Shares are not
being issued pursuant to an effective registration
statement on Form S-8 (or any successor form),
that (i) the Option Shares are being acquired for
investment, for the Optionee's own account, and
not with a view to the distribution or resale
thereof in violation of the Securities Act of
1933, as amended ("1933 Act"), and (ii) he/she
will not sell or transfer any of such shares
unless and until (A) a registration statement
under the 1933 Act is then in effect covering such
shares and the purchaser or transferee thereof has
been furnished with a prospectus which complies
with the provisions of the 1933 Act, or (B) in
the opinion of counsel for the Company,
registration under the 1933 Act is not required in
connection with the sale or transfer.
(b) The Option shall not be
exercisable if its exercise would violate any
applicable state securities law, any registration
provisions or other requirements of the 1933 Act,
the Securities Exchange Act of 1934, as amended
(or any rules or regulations promulgated under
either of such Acts), or any other applicable law,
ordinance, rule or regulation. In connection with
the foregoing, the Company shall not be obligated
to prepare and file (or cause to be prepared and
filed), nor take any action to cause to become
effective, any registration statement required by
applicable law with respect to the issuance of the
Option Shares subject to the Option, or any
portion thereof, or upon exercise thereof, nor
shall the Company be obligated to seek an
exemption from any such registration statement
requirement.
(c) The Company may in its
discretion place an appropriate legend or notation
on the certificates representing Option Shares
issued upon exercise of the Option, or any portion
thereof.
(d) The Company may instruct
any transfer agent for its Common Equity not to
transfer any of the Option Shares unless advised
by the Company that the provisions of the Plan and
this Agreement have been complied with.
(e) The Optionee agrees to
take any other action which may reasonably be
requested by the Company in order to ensure that
the Company, by allowing the Optionee to exercise
the Option (in whole or in part), will not be in
violation of any law or regulation.
6. Agreement Not to Compete.
Anything in the Plan or the
Agreement to the contrary notwithstanding, if the
Optionee, without the written consent of the
Company, engages either directly or indirectly, in
any manner or capacity, as principal, agent,
partner, officer, director, employee or otherwise,
in any business or activity competitive with the
business conducted by the Company or any
subsidiary of the Company, the Option, to the
extent not previously exercised, shall expire
forthwith.
7. No Employment Agreement.
This Agreement shall not be
deemed or construed to be an agreement by the
Company to employ the Optionee for any specific or
non-specific period of time.
8. Notices.
Any notice required or permitted
under this Agreement shall be deemed given when
delivered personally, or when deposited in the
United States postal system, postage prepaid,
addressed, as appropriate, to Optionee either at
his address hereinabove set forth or such other
address as he may designate in writing to the
Company, or to the Company, at Grey Advertising
Inc., 777 Third Avenue, New York, New York 10017,
Attention: Corporate Secretary or such other
address as the Company may designate in writing to
the Optionee.
9. Failure to Enforce Not a Waiver.
The failure of the Company to
enforce at any time any provision of this
Agreement shall in no way be construed to be a
waiver of such provision or of any other provision
hereof.
10. Governing Law.
This Agreement shall be governed
by and construed according to the laws of the
State of Delaware, without regard to the conflicts
of law rules thereof.
11. Amendments.
This Agreement may be amended or
modified at any time by an instrument in writing
signed by the parties hereto, provided that no
such amendment or modification shall be made which
would be inconsistent with the terms of the Plan.
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year
above written.
GREY ADVERTISING INC.
By /s/ Steven G. Felsher
__________________________
Executive Vice President
/s/ Edward H. Meyer
EDWARD H. MEYER
GREY ADVERTISING INC.
1994 STOCK INCENTIVE PLAN
1. PURPOSES
The purposes of the Grey Advertising Inc.
("Company") 1994 Stock Incentive Plan ("Plan") are to
encourage ownership of the common stock, par value $1 per
share ("Common Stock"), of the Company by eligible key
employees of the Company and its subsidiaries, and
thereby to provide increased incentive for such employees
to put forth maximum effort for the success of the
business of the Company, and to enable the Company better
to attract, retain and reward such employees. Awards
under the Plan ("Awards") may be granted in the form of
Stock Options ("Options") or restricted stock
("Restricted Stock"), subject to the applicable terms and
conditions set forth herein.
2. ADMINISTRATION
This Plan shall be administered by a committee
("Committee") of the Board of Directors of the Company
consisting of no less than two persons, each of whom is a
"disinterested person" within the meaning of Rule 16b-3
("Rule 16b-3") promulgated under the Securities Exchange
Act of 1934, as amended. The Committee is authorized to
establish such rules and regulations as it deems
necessary for the proper administration of the Plan, and
to make such determinations and interpretations and to
take such action in connection with the Plan and any
options granted under the Plan as it deems necessary or
advisable. All determinations of the Committee shall be
by a majority of its members and such determinations
shall be final.
3. ELIGIBILITY
Key employees of the Company and its subsidiaries
shall be eligible to receive Awards. Directors of the
Company who are not full-time employees of the Company or
of any of its subsidiaries shall not be eligible to
receive Awards.
4. SHARES AVAILABLE
An aggregate of 250,000 shares of Common Stock shall
be available for grant of Options and Restricted Stock
under the Plan (subject in each case to adjustment as
provided in paragraph 9). Such shares may be authorized
and unissued shares or may be treasury shares. Upon the
expiration, termination or cancellation in whole or in
part of any unexercised Options or upon the forfeiture or
repurchase by the Company of any shares of Restricted
Stock, shares of Common Stock covered by such unexercised
Options or forfeited or repurchased shares of Restricted
Stock shall be available again for new Awards of Options
and Restricted Stock, respectively, under the Plan. No
employee may be granted Options for more than 75,000
shares or more than 75,000 shares of Restricted Stock
(subject in each case to adjustment as provided in
paragraph 9) over the term of the Plan.
5. GRANT OF AWARDS
Subject to the provisions of paragraphs 4 and 6,
Awards may be granted to such eligible employees in such
numbers and at such times during the term of the Plan as
the Committee shall determine. Each Award shall be
evidenced by a duly executed written agreement by and
between the Company and the grantee, containing such
other agreements as shall be required by the Committee
and as shall not be inconsistent with the Plan.
Agreements may contain dissimilar provisions provided
that all such provisions are consistent with the Plan.
Agreements relating to shares of Restricted Stock shall
prescribe the form of legend to be inscribed to the stock
certificate evidencing such shares.
6. TERMS AND CONDITIONS OF OPTIONS
All Options under the Plan shall be granted subject
to the following terms and conditions:
(a) Designation. Each Option shall be
designated as either an "incentive stock option" (within
the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code")) or as a "nonqualified
stock option".
(b) Option Price. The option price shall be
not less than 100% of the fair market value of a share of
Common Stock, as determined by the Committee, on the date
the option is granted; provided, however, that the option
price of an "incentive stock option" granted to any
individual (a "ten percent shareholder") who owns (within
the meaning of Section 422(b)(6) of the Code) stock
possessing more than ten percent of the total combined
voting power of all classes of stock of the Company or
any subsidiary corporation shall not be less than 110% of
such fair market value.
(c) Duration of Options. Unless sooner
terminated by the terms of the Plan or by the terms of
any specific grant, each Option shall expire not later
than ten years from the date of grant; provided, however,
that the maximum term of an "incentive stock option"
granted to a ten percent shareholder shall be five years
from the date of grant or such longer period as may be
permitted by the Code.
(d) Exercise of an Option. Options shall be
exercisable over their term at such times and in such
installments as the Committee may prescribe. Options may
be exercised from time to time by written notice to the
Company stating the number of shares with respect to
which the Option is being exercised.
(e) Payment. No shares shall be issued or
delivered upon exercise of an Option until full payment
for the Option shares has been made in cash, in shares
having a fair market value equal to the option price, or
in a combination of the foregoing.
(f) Nontransferability of Options. An Option
shall not be transferable by an optionee except by will
or the laws of descent and distribution and shall be
exercisable, during the optionee's lifetime, only by the
optionee.
(g) Termination of Employment. Upon
termination of an optionee's employment, each Option
previously granted to the optionee shall expire if not
exercised before the earlier of (i) the expiration date
provided in the option agreement applicable to each such
Option and (ii) such earlier date as may be set forth in
such option agreement.
(h) Non-Competitive Provision. Anything
herein to the contrary notwithstanding, if an optionee,
without the written consent of the Company, engages
either directly or indirectly, in any manner or capacity,
as principal, agent, partner, officer, director,
employee, or otherwise, in any business or activity
competitive with the business conducted by the Company or
any subsidiary of the Company, each Option previously
granted to the optionee shall expire forthwith.
7. TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK
All Awards of Restricted Stock shall be granted
subject to the following terms and conditions:
(a) Purchase Price. Shares of Restricted
Stock may be sold to eligible employees at such purchase
price per share as shall be determined by the Committee,
or such shares may be awarded and issued without the
payment of a purchase price.
(b) Conditions to Certain Issuances and Sales.
Shares of Restricted Stock may be issued or sold
hereunder without the payment of a purchase price (or for
a per share purchase price which is less than the then
fair market value per share, as determined by the
Committee) only if the Corporation's "Earnings" (as
hereinafter defined) for its fiscal year prior to the
year of such issuance or sale exceed $15,000,000. For
purposes hereof, "Earnings" for a particular year shall
mean the Company's net income as determined for financial
reporting purposes, determined in accordance with
generally accepted accounting principles consistently
applied, after deduction of all expenses incurred by the
Company, but before deduction of any amounts credited for
such year under the Company's 1993 Senior Management
Incentive Plan (or any successor plan thereto) and any
deduction for the provision for taxes on income. In
determining Earnings for a particular year, the Committee
shall have the authority to make adjustments in
recognition of unusual or nonrecurring events affecting
the Company or its financial statements, or in response
to changes in applicable laws, regulations or accounting
principals.
(c) Exercise of Rights to Purchase. An
employee who is granted the right to purchase shares of
Restricted Stock may exercise such right during such
period after the time of grant as may be determined by
the Committee, provided that he or she is still an
employee of the Company or any of its subsidiaries on the
date of such exercise.
In order to exercise his or her right to
purchase shares of Restricted Stock, the employee shall
give written notice to the Company of his or her election
to purchase and the number of shares he or she is
purchasing. The full purchase price of the shares being
purchased shall be tendered at the time of such notice in
cash or in previously owned shares of Stock. The
purchaser shall possess no rights as a stockholder with
respect to any purchased shares until he or she has made
such full payment and has had issued to him or her a
certificate or certificates evidencing the shares so
purchased.
(d) Restrictions. Shares of Restricted Stock
issued to or purchased by an employee under the Plan
shall be subject to such restrictions as may be imposed
by the Committee at the time of issuance or at the time
of the grant of the right to purchase shares. Such
restrictions may vary from employee to employee and may
also vary among several grants to the same employee.
8. REGULATORY APPROVALS
The Company shall not be required to issue any
certificate or certificates for shares of Common Stock
upon the exercise of an Option or upon the lapsing of
restrictions with respect to Restricted Stock prior to
(a) the obtaining of any approval from any governmental
agency which the Company shall, in its sole discretion,
determine to be necessary or advisable and (b) the
completion of any registration or other qualification of
such shares under any state or Federal law or rulings or
regulations of any governmental body which the Company
shall, in its sole discretion, determine to be necessary
or advisable.
9. ADJUSTMENT OF SHARES AVAILABLE
If there is any change in the Common Stock through
the declaration of stock dividends, or through
recapitalization resulting in stock splits, or
combinations or exchanges of shares, or otherwise, the
number of shares available for Awards, the maximum number
of Options and shares of Restricted Stock which may be
granted to any individual, the shares subject to any
Award and the option prices applicable to outstanding
Options shall be appropriately adjusted by the Committee.
10. AMENDMENT
The Board of Directors of the Company may from time
to time amend the Plan in any manner which it deems in
the best interest of the Company, but may not, without
the approval of the Company's Stockholders, adopt any
amendment which would cause the Plan to fail to comply
with Rule 16b-3.
11. EFFECTIVE DATE OF THE PLAN
This Plan shall be effective as from June 27, 1994,
provided that the Plan shall have been approved within
twelve months of such date by the Stockholders of the
Company. In the absence of such Stockholder approval,
the Plan (and any Awards theretofore granted) shall be
null and void. No Awards may be granted after the tenth
anniversary of such effective date.
