UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Exact name of issuer as specified in its charter:
HEWLETT-PACKARD COMPANY
State or other jurisdiction of I.R.S. Employer
incorporation or organization: Identification No.:
California 94-1081436
Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304
Full title of the plan:
HEWLETT-PACKARD COMPANY 1997 DIRECTOR STOCK PLAN
Name and address of agent for service:
D. CRAIG NORDLUND
3000 Hanover Street, Palo Alto, California 94304
Telephone Number, including area code, of agent for service: (415)857-1501
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
To be To Be Offering Price Aggregate Registration
Registered Registered Per Share* Offering Price* Fee
----------------------------------------------------------------------------
Common Stock
Par Value $1.00
per Share 1,000,000 $56.50 $56,500,000 $19,483
*Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and
low prices of the Common Stock on March 3, 1997, as reported on the New
York Stock Exchange Composite Tape.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Hewlett-Packard Company (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) Annual Report on Form 10-K for the fiscal year ended October
31, 1996;
(b) None; and
(c) The description of the Company's capital stock contained in
the Company's Registration Statement under the Exchange Act
filed on or about November 6, 1957 and the Amended and
Restated Articles of Incorporation which appeared as
Exhibit 3(a) to the Annual Report on Form 10-K for the
fiscal year ended October 31, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 204 of the General Corporation Law of the State of
California ("California Law") authorizes a corporation to adopt a provision
in its articles of incorporation eliminating the personal liability of
directors to corporations and their shareholders for monetary damages for
breach or alleged breach of directors' "duty of care." Following a
California corporation's adoption of such a provision, its directors are
not accountable to corporations and their shareholders for monetary damages
for conduct constituting negligence (or gross negligence) in the exercise
of their fiduciary duties; however, directors continue to be subject to
equitable remedies such as injunction or rescission. Under California
Law, a director also continues to be liable for (1) a breach of his or her
duty of loyalty; (2) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (3) illegal payments
of dividends; and (4) approval of any transaction from which a director
derives an improper personal benefit. The adoption of such a provision in
the articles of incorporation also does not limit directors' liability for
violations of the federal securities laws.
Section 317 of the California Law makes a provision for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances,
for liabilities (including reimbursement for expenses incurred) arising
under the Securities Act of 1933, as amended (the "Securities Act"). An
amendment to Section 317 provides that the indemnification provided by
this section is not exclusive to the extent additional rights are
authorized in a corporation's articles of incorporation.
The Company has adopted provisions in its Amended Articles of
Incorporation which eliminate the personal liability of its directors to
the Company and its shareholders for monetary damages for breach of the
directors' fiduciary duties in certain circumstances and authorize the
Company to indemnify its officers, directors and other agents to the
fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) Rule 415 Offering.
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;
(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 registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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) Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Palo Alto,
State of California, on this 7th day of March, 1997.
HEWLETT-PACKARD COMPANY
By: /s/Ann O. Baskins
-----------------
Ann O. Baskins
Assistant Secretary
& Managing Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures
appear below constitute and appoint D. Craig Nordlund and Ann O. Baskins,
and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities to sign the Form
S-8 Registration Statement pertaining to the Hewlett-Packard Company 1997
Director Stock Plan, and any or all amendments (including post-effective
amendments) to said Form S-8 Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated. Moreover, the undersigned
hereby also certify that to the best of their knowledge and belief the
issuer meets all of the requirements for filing on Form S-8.
Signature Title Date
/s/Raymond W. Cookingham Vice President and Controller March 3, 1997
------------------------ (Principal Accounting Officer)
Raymond W. Cookingham
/s/Thomas E. Everhart Director February 28, 1997
------------------------
Thomas E. Everhart
/s/John B. Fery Director February 28, 1997
------------------------
John B. Fery
/s/Jean-Paul G. Gimon Director March 3,1997
------------------------
Jean-Paul G. Gimon
/s/Sam Ginn Director February 28, 1997
------------------------
Sam Ginn
/s/Richard A. Hackborn Director February 28, 1997
------------------------
Richard A. Hackborn
Director
------------------------
Walter B. Hewlett
/s/George A. Keyworth II Director February 28, 1997
------------------------
George A. Keyworth II
Director
------------------------
David M Lawrence, M.D.
/s/Paul F. Miller, Jr. Director March 3, 1997
------------------------
Paul F. Miller, Jr.
/s/Susan P. Orr Director February 28, 1997
------------------------
Susan P. Orr
Director
------------------------
David W. Packard
/s/Lewis E. Platt Chairman, President and March 2, 1997
------------------------ Chief Executive Officer
Lewis E. Platt (Principal Executive Officer)
/s/Robert P. Wayman Executive Vice President, February 26, 1997
------------------------ Finance and Administration
Robert P. Wayman (Chief Financial Officer)
and Director
<PAGE>
EXHIBIT INDEX
Exhibit No.
1-4 Not applicable.
5 Opinion re legality.
6-22 Not applicable.
23.1 Consent of Independent Accountants. Found
at page 8 of this registration statement and
incorporated herein by reference.
23.2 Consent of Counsel. Contained with the
opinion filed as Exhibit 5 hereto and
incorporated herein by reference.
24 Powers of attorney. Contained in the signature
pages (pages 5 - 6) of this Form S-8 registration
statement and incorporated herein by reference.
25-98 Not applicable.
99 Hewlett-Packard Company 1997 Director Stock
Plan.
<PAGE>
EXHIBIT 5
March 7, 1997
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
1,000,000 Shares of Common Stock of Hewlett-Packard Company
Offered pursuant to the 1997 Director Stock Plan
Dear Sir or Madam:
I have examined the proceedings taken and the instruments executed
in connection with the organization and present capitalization of
Hewlett-Packard Company (the "Company") and the reservation for issuance
and authorization of the sale and issuance from time to time of not in
excess of 1,000,000 shares of the Company's Common Stock (the "Shares")
pursuant to the terms of the Company's 1997 Director Stock Plan. The
Shares are the subject of a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, which is being filed with the
Securities and Exchange Commission and to which this opinion is to be
attached as an exhibit.
Upon the basis of such examination, I am of the following opinion:
1. The authorized shares of the Company consist of 300,000,000 shares of
Preferred Stock and 2,400,000,000 shares of Common Stock.
2. The proper corporate proceedings necessary to the reservation for
issuance and the authorization of the sale and issuance from time to time
of not in excess of 1,000,000 shares of the Common Stock of the Company
pursuant to the Company's 1997 Director Stock Plan have been duly taken
and, when issued pursuant to such plan, the Shares will be duly and
validly issued and fully paid and nonassessable.
3. When the above-mentioned registration statement relating to the Shares
has become effective and when the listing of the Shares on the New York
and Pacific Stock Exchanges has been authorized, all authorizations,
consents, approvals, or other orders of all United States regulatory
authorities required for the issuance of Shares will have been obtained.
You are further advised that I consent to the use of this opinion as an
exhibit to the above-mentioned Registration Statement.
Very truly yours,
/s/Ann O. Baskins
-----------------
Ann O. Baskins
Assistant Secretary
and Managing Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 18, 1996, which appears
on page 52 of the 1996 Annual Report to the Shareholders of Hewlett-Packard
Company, which is incorporated by reference in Hewlett-Packard Company's
Annual Report on Form 10-K for the year ended October 31, 1996.
/s/Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
March 3, 1997
<PAGE>
Exhibit 23.2
CONSENT OF COUNSEL
Contained with the opinion filed as Exhibit 5 hereto and incorporated
herein by reference.
<PAGE>
Exhibit 99
HEWLETT-PACKARD COMPANY
1997 DIRECTOR STOCK PLAN
PART 1. PLAN ADMINISTRATION AND ELIGIBILITY
I. Purpose
The purpose of this 1997 Director Stock Plan (the "Plan") of
Hewlett-Packard Company (the "Company") is to encourage ownership in the
Company by outside directors of the Company (each, a "Non-Employee
Director," or collectively, the "Non-Employee Directors") whose continued
services are considered essential to the Company's continued progress and
thus to provide them with a further incentive to remain as directors of
the Company.
II. Administration
The Board of Directors (the "Board") of the Company or any
committee (the "Committee") of the Board that will satisfy Rule 16b-3 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any regulations promulgated thereunder, as from time to time in effect,
including any successor rule ("Rule 16b-3"), shall supervise and
administer the Plan. The Committee shall consist solely of two or more
non-employee directors of the Company, who shall be appointed by the Board.
A member of the Board shall be deemed to be a "non-employee director" only
if he satisfies such requirements as the Securities and Exchange Commission
may establish for non-employee directors under Rule 16b-3. Members of the
Board receive no additional compensation for their services in connection
with the administration of the Plan.
The Board or the Committee may adopt such rules or guidelines as it
deems appropriate to implement the Plan. All questions of interpretation
of the Plan or of any shares issued under it shall be determined by the
Board or the Committee and such determination shall be final and binding
upon all persons having an interest in the Plan. Any or all powers and
discretion vested in the Board or the Committee under this Plan may be
exercised by any subcommittee so authorized by the Board or the Committee
and satisfying the requirements of Rule 16b-3.
III. Participation in the Plan
Each member of the Board who is not an employee of the Company or
any of its subsidiaries or affiliates shall be eligible to receive payment
for his Annual Retainer (as defined in Section XII below) under the Plan.
IV. Stock Subject to the Plan
The maximum number of shares of the Company's $1 par value Common
Stock ("Common Stock") which may be issued under the Plan shall be One
Million (1,000,000). The limitation on the number of shares which may be
issued under the Plan shall be subject to adjustment as provided in Section
X of the Plan.
If any outstanding option under the Plan for any reason expires or
is terminated without having been exercised in full, the shares allocable
to the unexercised portion of such option shall again become available for
grant pursuant to the Plan.
<PAGE>
PART 2. TERMS OF THE PLAN
V. Effective Date of the Plan
The Plan shall take effect on the date of adoption by the
shareholders of the Company. The Plan shall terminate on February 24,
2007, unless earlier terminated by the Board of Directors or the
Committee.
VI. Time for Granting Options and Issuing Shares
No options shall be granted, and no Common Stock Payments (as
defined in Section VII below) shall be made, after the date on which this
Plan terminates. The applicable terms of this Plan, and any terms and
conditions applicable to the options granted or the shares issued prior to
such date, shall survive the termination of the Plan and continue to apply
to such options and shares.
VII. Terms and Conditions
A. Compensation Alternatives.
1. Beginning with the 1997 Plan Year (as defined in Section XII
below), each Non-Employee Director will be entitled to select one of the
following alternative means of payment for the value of his Annual
Retainer:
(i) A minimum of fifty percent of the value of his Annual
Retainer in the form of a Common Stock payment (a "Common
Stock Payment") and the balance in cash (a "Cash Payment");
or
(ii) A minimum of fifty percent of the value of his Annual
Retainer in the form of an option to purchase shares of
Common Stock (an "Option Payment") and a Cash Payment.
2. If any Non-Employee Director fails to notify the Secretary of
the Company in writing by February 1 of the preceding Plan Year (or by
February 15, 1997 for the Plan Year commencing March 1, 1997) of his
desired means to receive payment of the Annual Retainer for the next Plan
Year, then he shall be deemed to have elected an Option Payment for fifty
percent of the value of his Annual Retainer, with the remaining fifty
percent in cash. Any such election, or any modification or termination of
such an election, shall be filed with the Company on a form prescribed by
the Board or the Committee for this purpose.
B. Common Stock Payment.
1. Date of Payment. The shares constituting any Common Stock
Payment shall be issued automatically on March 1 of each Plan Year (or,
if March 1 is not a business day, on the next succeeding business day),
commencing March 1, 1997. Each award of a Common Stock Payment shall be
evidenced by an agreement which shall reflect the terms and conditions
of the Common Stock Payment and such additional terms and conditions as
may be determined by the Board or the Committee.
2. Number of Shares Subject to Common Stock Payment. The total
number of shares of Common Stock included in each Common Stock Payment
shall be determined by dividing the amount of the Annual Retainer that is
to be paid in stock by the Fair Market Value (as defined in Section XII
below) of a share of Common Stock on March 1 (or, if March 1 is not a
business day, on the next succeeding business day). It shall be equal to
the largest number of whole shares determined as follows:
50% or more, if applicable, of Annual Retainer
---------------------------------------------- = Number of
Fair Market Value on March 1 Shares
Any payment for a fractional share automatically shall be paid in
cash based upon the Fair Market Value on March 1 of such fractional share.
3. Holding Period for Common Stock Payment Shares. The shares of
Common Stock included in each Common Stock Payment shall be deposited in
certificate or book entry form in escrow with the Company's Secretary
until the six-month anniversary of the date of issuance. The Non-Employee
Director shall retain all rights in the shares while they are held in
escrow, including, but not limited to, voting rights and the right to
receive dividends; provided, however, that the Non-Employee Director shall
not have the right to pledge, sell or otherwise assign such shares until
all restrictions pertaining to such shares are terminated. Promptly after
the six-month anniversary of the issuance date, the Company's Secretary
shall release the shares from escrow and deliver any applicable stock
certificates to the Non-Employee Director or release any applicable
restrictions on the Non-Employee Director's book entry account.
C. Option Payment.
Subject to Section VII.A. above, each Non-Employee Director may
specify the amount of his Annual Retainer to be received in the form of a
non-statutory option not entitled to special tax treatment under Section
422 of the Internal Revenue Code of 1986, as amended. Each option granted
under this Plan shall be evidenced by a written agreement in such form as
the Board or Committee shall from time to time approve, which Agreements
shall comply with and be subject to the following terms and conditions and
such additional terms and conditions as may be determined by the Board or
Committee:
1. Date of Payment. The option constituting any Option Payment
shall be granted automatically on March 1 of each Plan Year (or, if March 1 is
not a business day, on the next succeeding business day), commencing March
1, 1997.
2. Number of Shares Subject to Option. The number of shares to be
subject to any option granted pursuant to the Plan shall be an amount
necessary to make such option equal in value, using a modified
Black-Scholes option valuation model, to that portion of the Annual
Retainer that the Non-Employee Director elected to receive in the form of
an option. The value of the option will be calculated by assuming that the
value of an option to purchase one share of Common Stock equals the
product of (i) a fraction determined by dividing 1 by the Multiplier, as
defined below, and (ii) the Fair Market Value of a share of Common Stock
on the date of grant.
The number of shares represented by an option granted pursuant to
the Plan shall be determined by multiplying the number of shares determined
in Section VII.B.2 above by a multiplier determined using a modified
Black-Scholes option valuation method (the "Multiplier"). The Board or the
Committee shall determine the Multiplier by March 1 of the immediately
preceding Plan Year by considering the following factors: (i) the Fair
Market Value of the Common Stock on the date the Multiplier is determined;
(ii) the average length of time that Company stock options are held by
optionees prior to exercise; (iii) the risk-free rate of return based on
the term determined in (ii) above and U.S. government securities rates;
(iv) the annual dividend yield for the Common Stock; and (v) the
volatility of the Common Stock over the previous ten-year period. For the
Plan Year commencing March 1, 1997, the Board or the Committee shall
calculate the Multiplier by March 1, 1997. The number of shares to be
subject to the option shall be equal to the largest number of whole shares
determined as follows:
50% or more, if applicable, of Annual Retainer Number
---------------------------------------------- x Multiplier = of
Fair Market Value on March 1 Shares
3. Price of Options. The exercise price of the option will be the
Fair Market Value of the Common Stock on the date of grant.
4. Exercise of Options. Options may be exercised only by written
notice to the Company at its head office accompanied by payment in cash of
the full consideration for the shares as to which they are exercised.
5. Period of Option. The option will not be exercisable until the
one-year anniversary of the grant date, at which time it shall be vested
as to all the shares represented by the option. No option shall be
exercisable after the expiration of ten (10) years from the date upon
which such option is granted.
6. Exercise by Representative Following Death of Director. A
Non-Employee Director, by written notice to the Company, may designate one
or more persons (and from time to time change such designation) including
his legal representative, who, by reason of his death, shall acquire the
right to exercise all or a portion of the option. If the person or persons
so designated wish to exercise any portion of the option, they must do so
within the term of the option as provided in Section VII.C.5. Any exercise
by a representative shall be subject to the provisions of this Plan.
7. Options Nontransferable. Each option granted under the Plan by
its terms shall not be transferable by the optionee otherwise than by
will, or by the laws of descent and distribution, and shall be exercised
during the lifetime of the optionee only by him. No option or interest
therein may be transferred, assigned, pledged or hypothecated by the
optionee during his lifetime, whether by operation of law or otherwise, or
be made subject to execution, attachment or similar process.
D. Cash Payment
Each Cash Payment shall be made in equal quarterly installments
commencing March 1 of each Plan Year (or, if March 1 is not a business
day, on the next succeeding business day), with the first Cash Payment, if
any, to be made on March 1, 1997.
E. Form of Issuance of Shares
Shares issued under the Plan shall be in either book entry form or
in certificate form pursuant to the instructions given by the Non-Employee
Director to the Company's transfer agent.
F. Transferability
In the event of a Non-Employee Director's death, all of such
person's rights to receive any accrued but unpaid Common Stock Payment or
Option Payment will transfer to the maximum extent permitted by law to
such person's beneficiary. Each Non-Employee Director may name, from time
to time, any beneficiary or beneficiaries (which may be named contingently
or successively) as his beneficiary for purposes of this Plan. Each
designation shall be on a form prescribed by the Committee, will be
effective only when delivered to the Company and when effective will
revoke all prior designations by the Non-Employee Director. If a
Non-Employee Director dies with no such beneficiary designation in
effect, such person's beneficiary shall be his estate and such person's
payments will be transferable by will or pursuant to laws of descent and
distribution applicable to such person.
<PAGE>
PART 3. GENERAL PROVISIONS
VIII. Assignments
The rights and benefits under this Plan may not be assigned except
for the designation of a beneficiary as provided in Section VII.
IX. Limitation of Rights
No Right to Continue as a Director. Neither the Plan, nor the
issuance of shares of Common Stock nor any other action taken pursuant to
the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain a director
for any period of time, or at any particular rate of compensation.
No Stockholders' Rights for Options. An optionee shall have no
rights as a stockholder with respect to the shares covered by his options
until the date of the issuance to him of a stock certificate therefor or
the making of a book entry with the Company's transfer agent, and no
adjustment will be made for dividends or other rights for which the record
date is prior to the date such certificate is issued.
X. Changes in Present Stock
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other change in the
corporate structure or capitalization affecting the Company's present
Common Stock, at the time of such event the Board or the Committee shall
make appropriate adjustments to the number (including the aggregate
numbers specified in Section IV) and kind of shares to be issued under the
Plan and the price of any Stock Option or Common Stock Payment.
XI. Amendment of the Plan
The Board shall have the right to amend, modify, suspend or
terminate the Plan at any time for any purpose; provided, that following
the approval of the Plan by the Company's shareholders, the Company will
seek shareholder approval for any change to the extent required by
applicable law, regulation or rule.
XII. Definitions
"Annual Retainer" shall mean the amount to which a Non-Employee
Director will be entitled to receive for serving as a director in a
relevant Plan Year, but shall not include reimbursement for expenses, fees
associated with service on any committee of the Board or fees with respect
to any other services to be provided to the Company.
"Fair Market Value" shall be the mean of the highest and lowest
quoted selling prices for the Common Stock as reported on the New York
Stock Exchange Composite Tape on the date in question, or if no sales of
such stock were made on that date, the mean of the highest and lowest
prices of the Common Stock on the next preceding day on which sales were
made.
"Plan Year" shall mean the year beginning March 1 and ending
February 28, or February 29, as the case may be, for any relevant year.
XIII. Compliance with Section 16 of the Exchange Act
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3. If any provision of this Plan is found not to be in compliance
with such rule and regulations, the provision shall be deemed null and
void, and the remaining provisions of the Plan shall continue in full
force and effect. All transactions under this Plan shall be executed in
accordance with the requirements of Section 16 of the Exchange Act and
regulations promulgated thereunder. The Board or the Committee may, in its
sole discretion, modify the terms and conditions of this Plan in response
to and consistent with any changes in applicable law, rule or regulation.
XIV. Notice
Any written notice to the Company required by any of the provisions
of this Plan shall be addressed to the Secretary of the Company and shall
become effective when it is received.
XV. Governing Law
This Plan and all determinations made and actions taken pursuant
hereto shall be governed by the law of the State of California and
construed accordingly.
