As filed with the Securities and Exchange Commission on December 28, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTERNATIONAL ALUMINUM
CORPORATION
(Exact name of registrant as specified in its charter)
California 95-2385235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
767 Monterey Pass Road
Monterey Park, California 91754
(Address, including zip code, of Principal Executive Offices)
INTERNATIONAL ALUMINUM CORPORATION
1991 STOCK OPTION PLAN
(Full title of the plan)
DAVID C. TREINEN
Vice President - Finance; Secretary
INTERNATIONAL ALUMINUM CORPORATION
767 Monterey Pass Road
Monterey Park, California 91754
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (213) 264-1670
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share (1) Offering Price (1) Fee
<S> <C>
Options to purchase shares 500,000(2) (3) (3) $0
of Common Stock, par value $1.00 per share
Common Stock, par value $1.00 per share 500,000(4) $29.375 $14,687,500 $5,064.69
<FN>
(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with paragraphs (c) and (h) of
457 under the Securities Act of 1933, as amended. The Proposed Maximum Aggregate Offering Price is based on the average of
the high and low prices on the New York Stock Exchange on December 15, 1994.
(2) The Options to be registered hereunder will be distributed by the registrant pursuant solely to the 1991 Stock Option Plan.
(3) The Options to be registered hereunder will be distributed by the registrant for no value. Accordingly, no separate registrati
is required.
(4) The Common Stock to be registered hereunder will be distributed by the registrant pursuant solely to the 1991 Stock Option Plan
This Registration Statement covers, in addition to such number of shares issuable upon exercise of options granted and to be gr
under the 1991 Stock Option Plan, an indeterminate number of additional shares that may become subject to options as a result o
the adjustment provisions of the Plan. The registration fee is calculated only on the stated number of shares.
</TABLE>
<PAGE> PART II *
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
International Aluminum Corporation (the "Company") has filed the
following documents with the Securities and Exchange Commission
("Commission"), which are incorporated herein by this reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994; and
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1994.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing
of such documents with the Commission.
* Information required by Part I of Form S-8 to be contained in a Section
10(a) prospectus to be distributed to each optionee is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act
of 1933, as amended, and the Note to Part I of Form S-8.
Item 4. Description of Securities.
1991 Stock Option Plan. On August 15, 1991, the Company's Board of
Directors adopted the International Aluminum Corporation 1991 Stock Option
Plan (the "1991 Plan"), which was approved by the Company's shareholders on
October 31, 1991. The 1991 Plan provides for the granting of incentive stock
options ("ISO") and non-statutory stock options ("NSO") to key employees and
directors of the Company and its subsidiaries to purchase up to an aggregate
of 500,000 shares of Common Stock of the Company, subject to adjustment for
stock splits, stock dividends or similar capital adjustments.
<PAGE>
The 1991 Plan is administered by the Company's Board of Directors
or, in the discretion of the Board, by an administrative committee (the
"Plan Committee") appointed by the Board. The Plan Committee, if
established, must consist of two or more members of the Board of Directors
who are "disinterested" persons within the meaning of the 1991 Plan. The
Board of Directors is authorized to add members to or remove members from the
1991 Plan Committee and to fill any vacancies as may exist thereon from time
to time. The administrator of the 1991 Plan, whether the Board of Directors
or the Plan Committee (the "Administrator"), is authorized to select
participants, to fix a time or times and the price or prices at which options
to purchase shares may be granted, and to determine the number of shares
subject to each option. Options are evidenced by stock option agreements
between the Company and the respective optionees. The agreements must
conform to the 1991 Plan, but the Administrator may include such terms,
consistent with the 1991 Plan, as it determines in its discretion.
The exercise price of an ISO must be at least equal to the fair
market value of the Common Stock on the date of grant and, in the case of a
holder, directly or indirectly, of in excess of 10% of the total combined
voting power of the Company, its parent (if any) or any subsidiary (a "10%
stockholder"), 110% of the fair market value on the date of grant. The
exercise price of a NSO must be at least equal to 80% of the fair market
value of the Common Stock on the date of grant and, in the case of a 10%
stockholder, 110% of the fair market value on the date of grant. The exercise
price must be paid in full at the time an option is exercised in cash or,
in the discretion of the Administrator, by surrender of Common Stock of the
Company having a fair market value at the time of exercise equal to the
option exercise price of the shares being purchased, or by any combination of
the foregoing.
The aggregate fair market value of Common Stock with respect to
which ISOs are exercisable by any optionee during any calendar year under the
1991 Plan, and all other plans maintained by the Company and its subsidiaries,
may not exceed $100,000. If the $100,000 limit is exceeded, that portion of
the ISO that exceeds the limit shall constitute a NSO.
The term "fair market value", when used in reference to the Common
Stock, is defined in the 1991 Plan generally to mean the closing price as
reported for New York Stock Exchange composite transactions on the business day
immediately prior to the date on which the determination of fair market value
is made or, if no sale occurred on that date, then the mean between the closing
bid and asked prices on such exchange on such date. Alternative methods
of determining fair market value for 1991 Plan purposes are contained in the
1991 Plan to be used if the Common Stock is no longer traded on the New York
Stock Exchange.
Each stock option agreement states the time or times at which all
or part of the options represented thereby may be exercised. No option shall
be exercisable after the tenth anniversary of the date of its grant, and no
10% stockholder may exercise an option after the fifth anniversary of the date
of its grant. Except as otherwise may be provided in a stock optionagreement,
upon an optionee's resignation, discharge or other termination of employee or
director status (other than by death, disability or retirement of the
optionee), the optionee may exercise his or her options to the extent
exercisable up to thirty days following the date of such
<PAGE>
termination, unless such termination is a consequence of misconduct as
described in the 1991 Plan. Stock option agreements issued under the 1991
Plan may provide that all options held by an optionee, whether or not otherwise
exercisable, terminate upon resignation, discharge or other termination on
account of misconduct within the meaning of the 1991 Plan. Except as otherwise
may be provided in a stock option agreement, an optionee (or an authorized
representative or successor to the options) also may exercise his or her
options to the extent exercisable upon death or disability, up to 365 days
after the optionee's death or last day of work, as the case maybe. Except as
otherwise may be provided in a stock option agreement, an optionee may exercise
his or her options to the extent exercisable at the time of retirement, up to
ninety days after the optionee's retirement date. Options granted under the
1991 Plan are transferable only by will or the laws of descent and
distribution.
The Administrator shall adjust proportionately the number of shares
covered by the 1991 Plan, the number of shares covered by each outstanding
option under the 1991 Plan and the exercise price of each such option for any
increase or decrease in the number of outstanding shares of the Company's
Common Stock effected without receipt of consideration by the Company, such
as would result from a subdivision or consolidation of such shares or the
distribution of shares of the Company's Common Stock as a dividend on Company
securities. If the Company merges or consolidates with another company, where
the Company is the surviving company and the merger or consolidation does not
result in any reclassification or reorganization of the outstanding shares of
the Company's Common Stock, each outstanding option under the 1991 Plan shall
apply to the securities to which a holder of the number of shares of Common
Stock subject to such option would have been entitled as a result of the
merger or consolidation. If the Company sells all or substantially all of
its assets or merges or consolidates with another company (other than a merger
or consolidation previously described), then the 1991 Plan and all options
shall terminate, but only after each optionee has been given the right to
exercise any unexpired option without regard to any vesting provisions thereof.
Alternatively, in its sole and absolute discretion, the surviving or
acquiring corporation (or the parent company of the surviving or acquiring
corporation) may tender to any optionee (or successor in interest) a substitute
option or options to purchase shares of the surviving or acquiring corporation
(or the parent corporation of the surviving or acquiring corporation). The
substitute option shall contain all terms and provisions required
substantially to preserve the rights and benefits of all options then held by
the optionee (or successor in interest) receiving the substitute option. Any
other dissolution or liquidation of the Company shall cause each option to
terminate.
In the event of a pending or threatened takeover bid or tender or
exchange offer for 20% or more of the Company's outstanding Common Stock or
other class of securities (other than any such offer by the Company or any of
its subsidiaries), and in other limited circumstances, the Company's Board of
Directors may, without stockholder approval, and to the extent not inconsistent
with the 1991 Plan: (i) accelerate the exercise dates of any outstanding
option or make the option fully vested and exercisable; (ii) pay cash to any
or all holders ofoptions in exchange for the cancellation of their outstanding
options; or (iii) make any other
<PAGE>
adjustments or amendments to the 1991 Plan and outstanding options and
substitute new options for outstanding options.
The Company's Board of Directors may from time to time suspend or
discontinue the 1991 Plan or revise or amend it in any respect, except that
approval of the Company's shareholders is required to increase the number of
shares subject to the 1991 Plan, to change the classes of persons eligible
to receive options under the 1991 Plan, to amend that section of the 1991 Plan
pertaining to plan amendments or to materially increase the benefits accruing to
participants under the 1991 Plan. The 1991 Plan expires on August 15, 2001,
and no options may be granted after that date. Options outstanding on that
date will expire in accordance with their terms.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law (the
"California Law") and Section 3.15 of the Company's by-laws, as amended (the
"By-Laws"), provide for the indemnification of directors, officers and "agents"
(as defined in Section 317 of the California Law) under certain circumstances.
The By-Laws grant the Company the power to indemnify its directors, officers
and agents under certain circumstances to the extent permitted by the
California Law against certain expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any proceeding
arising by reason of his or her position as a director, officer or agent.
Pursuant to the California Law, the Company is required to indemnify directors,
officers and agents against expenses actually and reasonably incurred to the
extent that such party is successful on the merits in defense of certain
proceedings.
The Company's Restated Articles of Incorporation, as allowed by the
California Law, provide for the indemnification, subject to certain
limitations, of directors, officers and agents for breach of their duty to a
corporation and its shareholders in excess of that expressly permitted by
Section 317 of the California Law. The Company's Restated Articles of
Incorporation also eliminate the personal liability of the directors for
monetary damages to the fullest extent permissible under the California Law.
The Company maintains a director's and officer's liability insurance
policy, insuring such individuals against certain liabilities asserted
against or incurred by the directors and officers in their capacity as such.
The Company has entered into supplemental indemnification
agreements with its directors and officers that require the Company to
indemnify such persons against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred (including expenses of a
derivative action) in connection with any proceeding, whether actual or
threatened, to which any person may be made a party by reason of the fact
that such person is or was a director or officer of the Company or any of its
affiliated enterprises, provided such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the
<PAGE>
best interest of the Company and, with respect to any criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder. The indemnification
agreements are not intended to deny or otherwise limit third-party or derivative
suits against the Company or its directors or officers, but if a director or
officer were entitled to indemnity or contribution under the indemnification
agreement, the financial burden of a third-party suit would be borne by the
Company, and the Company would not benefit from derivative recoveries against
the director or officer. Such recoveries would accrue to the benefit of the
Company but would be offset by the Company's obligations to the director or
officer under the indemnification agreement.
The above discussion of the Company's By-Laws, Restated Articles of
Incorporation, indemnification agreements and of the California Law is not
intended to be exhaustive and is respectively qualified in its entirety by
such By-Laws, Restated Articles of Incorporation, indemnification
agreements and statutes.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Registrant's 1991 Stock Option Plan, including forms of option
agreements.
4.2 Restated Articles of Incorporation of Registrant.
4.3 By-Laws of Registrant, as amended to date.
5. Opinion of McIntyre & Lubeck.
24.1 Consent of Price Waterhouse LLP.
24.2 Consent of McIntyre & Lubeck (included in Exhibit 5).
25. Power of Attorney (set forth at page 8.).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes 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.
<PAGE>
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Act"), each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and,where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the 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 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Monterey Park, State of California, on
December 19, 1994.
INTERNATIONAL ALUMINUM CORPORATION
By: /s/ Cornelius C. Vanderstar
Cornelius C. Vanderstar
Chairman of the Board
(signatures continued)
<PAGE>
<PAGE> POWER OF ATTORNEY
We, the undersigned directors and officers of International Aluminum
Corporation, do hereby constitute and appoint John P. Cunningham and David C.
Treinen, and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, to do any and all acts and
things in our names and behalf in our capacities as directors and officers and
to execute any and all instruments for us and in our names in the capacities
indicated below, that said attorneys-in-fact and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933 and the Securities Exchange Act of 1934, each as
amended, and the rules, regulations and requirements of the Securities and
Exchange Commission in connection with this Registration Statement on Form S-8,
including specifically, but without limitation, full power and authority to
sign for us or any of us in our names in the capacities indicated below any
and all amendments (including, post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorneys-in-fact and agents, or any
of them, or their or his substitute or substitutes, shall 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.
Signature Capacity Date
/s/ Cornelius C. Vanderstar
Cornelius C. Vanderstar Principal Executive December 19, 1994
Officer and Director
/s/ David C. Treinen
David C. Treinen Principal Financial December 19, 1994
Officer and Director
/s/ Mitchell K. Fogelman
Mitchell K. Fogelman Principal Accounting December 19, 1994
Officer
/s/ John P. Cunningham
John P. Cunningham Director December 19, 1994
/s/ Hugh E. Curran
Hugh E. Curran Director December 19, 1994
/s/ Alexander van de Pol
Alexander van de Pol Director December 19, 1994
/s/ Joel F. McIntyre
Joel F. McIntyre Director December 19, 1994
/s/ Donald J. Wilfong
Donald J. Wilfong Director December 19, 1994
INTERNATIONAL ALUMINUM CORPORATION
1991 STOCK OPTION PLAN
1. PURPOSE
The Plan is intended to provide incentive to key
employees and directors of the Corporation and its Subsidiaries,
to encourage proprietary interest in the Corporation, to
encourage such key employees to remain in the employ of the
Corporation and its Subsidiaries or such key directors to remain
in the service of the Corporation and its Subsidiaries, and to
attract new employees and directors with outstanding
qualifications.
2. DEFINITIONS. Unless otherwise defined herein or
the context otherwise requires, the capitalized terms used herein
shall have the following meanings:
(a) "Act" shall mean the Securities Act of 1933,
as amended.
(b) "Administrator" shall mean the Board or the
Committee, whichever shall be administering the Plan from time to
time in the discretion of the Board, as described in Section 4 of
the Plan.
(c) "Board" shall mean the Board of Directors of
the Corporation.
(d) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(e) "Committee" shall mean the committee
appointed by the Board in accordance with Section 4 of the Plan.
(f) "Common Stock" shall mean the $1.00 par value
Common Stock of the Corporation and any class of shares into
which such Common Stock hereafter may be converted or
reclassified.
(g) "Corporation" shall mean INTERNATIONAL
ALUMINUM CORPORATION, a California corporation.
(h) "Disability" shall mean a medically
determinable physical or mental impairment which has made an
individual incapable of engaging in any substantial gainful
activity. A condition shall be considered a Disability only if
(i) it can be expected to result in death or has lasted or it can
<PAGE>
be expected to last for a continuous period of not less than
twelve (12) months, and (ii) the Administrator, based upon
medical evidence, has expressly determined that Disability
exists.
(i) "Employee" shall mean an individual who is
employed (within the meaning of Section 3401 of the Code and the
regulations thereunder) by the Corporation or a Subsidiary.
(j) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(k) "Exercise Price" shall mean the price per
Share of Common Stock, determined by the Administrator, at which
an Option may be exercised.
(l) "Fair Market Value" shall mean the value of
one (1) Share of Common Stock, determined as follows:
(i) If the Shares are traded on an
exchange or over-the-counter on the National Market System (the
"NMS") of the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"), (A) if listed on an
exchange, the closing price as reported for composite
transactions on the business day immediately prior to the date of
valuation or, if no sale occurred on that date, then the mean
between the closing bid and asked prices on such exchange on such
date, and (B) if traded on the NMS, the last sales price on the
business day immediately prior to the date of valuation or, if no
sale occurred on such date, then the mean between the highest bid
and the lowest asked prices as of the close of business on the
business day immediately prior to the date of valuation, as
reported in the NASDAQ system;
(ii) If the Shares are not traded on an
exchange or the NMS but are otherwise traded over-the-counter,
the mean between the highest bid and lowest asked prices quoted
in the NASDAQ system as of the close of business on the business
day immediately prior to the date of valuation or, if on such day
such security is not quoted in the NASDAQ system, the mean
between the representative bid and asked prices on such date in
the domestic over-the-counter market as reported by the National
Quotation Bureau, Inc., or any similar successor organization;
and
(iii) If neither clause (i) nor (ii) above
applies, the fair market value as determined by the Administrator
in good faith. Such determination shall be conclusive and
binding on all persons.
(m) "Incentive Stock Option" shall mean an option
described in Section 422(b) of the Code.
<PAGE>
(n) "Nonstatutory Stock Option" shall mean an
option not described in Section 422(b), 423(b) or 424(b) of the
Code.
(o) "Option" shall mean any stock option granted
pursuant to the Plan. An Option shall be granted on the date the
Administrator takes the necessary action to approve the grant.
However, if the minutes or appropriate resolutions of the
Administrator provide that an Option is to be granted as of a
date in the future, the date of grant shall be that future date.
(p) "Option Agreement" shall mean a written stock
option agreement evidencing a particular Option.
(q) "Optionee" shall mean a Participant who has
received an Option.
(r) "Participant" shall have the meaning assigned
to it in Section 5(a) hereof.
(s) "Plan" shall mean this INTERNATIONAL ALUMINUM
CORPORATION 1991 Stock Option Plan, as it may be amended from
time to time.
(t) "Purchase Price" shall mean the Exercise
Price multiplied by the number of Shares with respect to which an
Option is exercised.
(u) "Retirement" shall mean the voluntary
cessation of employment by an Employee upon the attainment of age
sixty-five (65) and the completion of not less than ten (10)
years of service with the Corporation or a Subsidiary.
(v) "Share" shall mean one share of Common Stock,
adjusted in accordance with Section 10 of the Plan (if
applicable).
(w) "Subsidiary" shall mean any subsidiary
corporation of the Corporation as defined in Section 424(f) of
the Code.
3. EFFECTIVE DATE
The Plan was adopted by the Board effective August 15,
1991 subject to the approval of the Corporation's stockholders
pursuant to Section 15 hereof.
4. ADMINISTRATION
The Plan shall be administered, in the discretion of
the Board from time to time, by the Board or by a Committee which
shall be appointed by the Board. The Board may from time to time
<PAGE>
remove members from, or add members to, the Committee. Vacancies
on the Committee, however caused, shall be filed by the Board.
The Committee shall be composed of disinterested directors, i.e.,
directors who have not, during the one year prior to service as
an administrator of the Plan, been granted or awarded equity
securities pursuant to the Plan or any other plan of the
Corporation or any of its affiliates, other than a plan which
would not negate such director's status as "disinterested"
pursuant to Rule 16b-3 promulgated under the Exchange Act. There
shall be at least two directors serving on the Committee at any
time. The Board shall appoint one of the members of the
Committee as Chairman. The Administrator shall hold meetings at
such times and places as it may determine. Acts of a majority of
the Administrator at which a quorum is present, or acts reduced
to or approved in writing by the unanimous consent of the members
of the Administrator, shall be the valid acts of the
Administrator.
The Administrator shall from time to time at its
discretion select the Employees and directors who are to be
granted Options, determine the number of Shares to be subject to
Options to be granted to each Optionee and designate such Options
as Incentive Stock Options or Nonstatutory Stock Options, except
that no Incentive Stock Option may be granted to a non-Employee
director. A Committee or Board member shall in no event
participate in any determination relating to Options held by or
to be granted to such Committee or Board member. The
interpretation and construction by the Administrator of any
provision of the Plan or of any Option or Option Agreement shall
be final. No member of the Administrator shall be liable for any
action or determination made in good faith with respect to the
Plan or any Option.
5. PARTICIPATION
(a) Eligibility
The Optionees shall be such persons (collectively,
"Participants"; individually a "Participant") as the
Administrator may select from among the following classes of
persons, subject to the terms and conditions of Section 5(b)
below:
(i) Employees (who may be officers,
whether or not they are directors); and
(ii) Directors of the Corporation or of a
Subsidiary.
Notwithstanding provisions of the first paragraph of
this Section 5(a), the Administrator may at any time or from time
to time designate one or more directors as being ineligible for
<PAGE>
selection as Participants in the Plan for any period or periods
of time.
(b) Ten-Percent Stockholders
A Participant who owns more than ten percent (10%)
of the total combined voting power of all classes of outstanding
stock of the Corporation, its parent or any of its Subsidiaries
shall not be eligible to receive an Option unless (i) the
Exercise Price of the Shares subject to such Option is at least
one hundred ten percent (110%) of the Fair Market Value of such
Shares on the date of grant and (ii) such Option by its terms is
not exercisable after the expiration of five (5) years from the
date of grant.
(c) Stock Ownership
For purposes of Section 5(b) above, in determining
stock ownership, a Participant shall be considered as owning the
stock owned, directly or indirectly, by or for his or her
brothers and sisters, spouse, ancestors and lineal descendants.
Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or
beneficiaries. Stock with respect to which such Participant
holds an Option shall not be counted.
(d) Outstanding Stock
For purposes of Section 5(b) above, "outstanding
stock" shall include all stock actually issued and outstanding
immediately after the grant of the Option to the Optionee.
"Outstanding stock" shall not include shares authorized for issue
under outstanding Options held by the Optionee or by any other
person.
6. STOCK
The stock subject to Options granted under the Plan
shall be Shares of the Corporation's authorized but unissued or
reacquired Common Stock. The aggregate number of Shares which
may be issued upon exercise of Options under the Plan shall not
exceed 500,000. The number of Shares subject to Options
outstanding at any time shall not exceed the number of Shares
remaining available for issuance under the Plan. In the event
that any outstanding Option for any reason expires or is
terminated, the Shares allocable to the unexercised portion of
such Option may again be made subject to an Option. The
limitations established by this Section 6 shall be subject to
adjustment in the manner provided in Section 10 hereof upon the
occurrence of an event specified in that Section.
<PAGE>
7. TERMS AND CONDITIONS OF OPTIONS
(a) Stock Option Agreements
Each Option shall be evidenced by an Option
Agreement in such form as the Administrator shall from time to
time determine. Such Option Agreements need not be identical but
shall comply with and be subject to the terms and conditions set
forth in this Section 7.
(b) Nature of Option
Each Option shall state whether it is an Incentive
Stock Option or a Nonstatutory Stock Option.
(c) Number of Shares
Each Option shall state the number of Shares to
which it pertains and shall provide for the adjustment thereof in
accordance with the provisions of Section 10 hereof.
(d) Exercise Price
Each Option shall state the Exercise Price. The
Exercise Price in the case of any Incentive Stock Option shall
not be less than the Fair Market Value on the date of grant and,
in the case of an Incentive Stock Option granted to an Optionee
described in Section 5(b) hereof, shall not be less than one
hundred ten percent (110%) of the Fair Market Value on the date
of grant. The Exercise Price in the case of any Nonstatutory
Stock Option shall not be less than eighty percent (80%) of the
Fair Market Value on the date of grant.
(e) Medium and Time of Payment
The Purchase Price shall be payable in full in
United States dollars upon the exercise of the Option; provided,
however, that if the applicable Option Agreement so provides, or
the Administrator, in its sole discretion otherwise approves
thereof, the Purchase Price may be paid by the surrender of
Shares in good form for transfer, owned by the person exercising
the Option and having a Fair Market Value on the date of exercise
equal to the Purchase Price, or in any combination of cash and
Shares, so long as the sum of the cash so paid and the Fair
Market Value of the Shares so surrendered equals the Purchase
Price.
If the Corporation determines that it is required
to withhold state or Federal income tax as a result of the
exercise of an Option, as a condition to the exercise thereof, an
Optionee must make arrangements satisfactory to the Corporation
<PAGE>
to enable it to satisfy such withholding requirements before the
Optionee shall be permitted to exercise the Option.
(f) Term and Non-Transferability of Options
Each Option shall state the time or times when all
or part thereof becomes exercisable. No Option, including
Incentive Stock Options, shall be exercisable after the
expiration of ten (10) years from the date it was granted.
During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee or the Optionee's guardian or
legal representative and shall not be assignable or transferable.
In the event of the Optionee's death, the Option shall not be
transferable by the Optionee other than by will or the laws of
descent and distribution. Any other attempted alienation,
assignment, pledge, hypothecation, attachment, execution or
similar process, whether voluntary or involuntary, with respect
to all or any part of any Option or right thereunder, shall be
null and void and, at the Corporation's option shall cause all of
the Optionee's rights under the Option to terminate.
(g) Cessation of Employment (Except by Death,
Disability or Retirement
If an Optionee ceases to be an Employee for any
reason other than his or her death, Disability or Retirement,
such Optionee shall have the right, subject to the restrictions
referred to in Section 7(f) above, to exercise the Option at any
time within thirty (30) days after cessation of employment, but
except as otherwise provided in the applicable Option Agreement,
only to the extent that, at the date of cessation of employment,
the Optionee's right to exercise such Option had accrued pursuant
to the terms of the applicable Option Agreement and had not
previously been exercised. An Option Agreement may, in the sole
discretion of the Administrator, but need not, provide that the
Option shall cease to be exercisable on the date of such
cessation if such cessation arises by reason of such Employee's
misconduct. An Employee shall be considered to have been
terminated for misconduct if he or she resigns, is discharged or
otherwise termination on account of conviction of a felony or any
crime of moral turpitude, misappropriation of the assets of the
Corporation or any Subsidiaries or any affiliate, continued or
repeated insobriety or illegal drug use, continued or repeated
absence from service during the usual working hours of the
employee's position for reasons other than Disability or
sickness, or refusal to carry out a reasonable direction of the
Board or of the chief executive officer of the Corporation or of
any other person designated by such chief executive officer.
For purposes of this Section 7(g) the employment
relationship shall be treated as continuing intact while the
Optionee is on military leave, sick leave or other bona fide
<PAGE>
leave of absence (to be determined in the sole discretion of the
Administrator). The foregoing notwithstanding, in the case of an
Incentive Stock Option, employment shall not be deemed to
continue beyond the thirtieth (30th) day after the Optionee
ceased active employment, unless the Optionee's reemployment
rights are guaranteed by statute or by contract.
(h) Death of Optionee
If an Optionee dies while a Participant, or after
ceasing to be a Participant but during the period in which he or
she could have exercised the Option under this Section 7, and has
not fully exercised the Option, then the Option may be exercised
in full, subject to the restrictions referred to in Section 7(f)
above, at any time within twelve (12) months after the Optionee's
death by the executor or administrator of his or her estate of by
any person or persons who have acquired the Option directly from
the Optionee by bequest or inheritance, but, except as otherwise
provided in the applicable Option Agreement, only to the extent
that, at the date of death, the Optionee's right to exercise such
Option had accrued and had not been forfeited pursuant to the
terms of the applicable Option Agreement and had not previously
been exercised.
(i) Disability of Optionee
If an Optionee ceases to be an Employee by reason
of Disability, such Optionee shall have the right, subject to the
restrictions referred to in Section 7(f) above, to exercise the
Option at any time within twelve (12) months after such cessation
of employment, but, except as provided in the applicable Option
Agreement, only to the extent that, at the date of such cessation
of employment, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement
and had not previously been exercised.
(j) Retirement of Optionee
If an Optionee ceases to be an Employee by reason
of Retirement (and not on account of misconduct as determined in
Section 7(g)), such Optionee shall have the right, subject to the
restrictions referred to in Section 7(f) above, to exercise the
Option at any time within ninety (90) days after cessation of
employment, but only to the extent that, at the date of cessation
of employment, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement
and had not previously been exercised.
(k) Rights as a Stockholder
No one shall have rights as a stockholder with
respect to any Shares covered by an Option until the date of the
<PAGE>
issuance of a stock certificate for such Shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 10
hereof.
(l) Modification, Extension and Renewal of
Options
Within the limitations of the Plan, the
Administrator may modify an Option, accelerate the rate at which
an Option may be exercised (including, without limitation,
permitting an Option to be exercised in full without regard to
the installment or vesting provisions of the applicable Option
Agreement or whether the Option is at the time exercisable, to
the extent it has not previously been exercised), extend or renew
outstanding Options or accept the cancellation of outstanding
Options (to the extent not previously exercised) for the granting
of new Options in substitution therefor. The foregoing
notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair any rights or
obligations under any Option previously granted.
(m) Notice of Sale
Until the later of the second anniversary of the
grant of any Incentive Stock Option and the first anniversary of
the issuance of any Stock ("incentive stock") pursuant to the
exercise of an Incentive Stock Option, the stock transfer records
of the Corporation (whether maintained by it or by an transfer
agent of the Common Stock) shall reflect that any certificates
issued or to be issued representing incentive stock in connection
with such exercise must be registered in the name of the
beneficial holder (and not in any "street name") until
transferred to a third party, and that the transfer agent shall
notify the Corporation in a case of any requested transfer of
such incentive stock during that period. In addition, the
certificate or certificates registered in the name of the
beneficial holder representing the incentive stock issued upon
such exercise will bear the following legend during such period:
"Solely to assist the issuer of the
shares represented by this
certificate, until the later of the
second anniversary of the date of
grant of the Option under which the
certificate was originally issued
or one year from the date of
original issuance of the shares
represented by the certificate, the
Transfer Agent will notify the
<PAGE>
issuer of the shares represented
hereby of any requested transfer by
the original registered holder."
(n) Other Provisions
An Option Agreement authorized under the Plan may
contain such other provisions not inconsistent with the terms of
the Plan (including, without limitation, restrictions upon the
exercise of the Option) as the Administrator shall deem
advisable.
(o) Substitution of Options
Notwithstanding any inconsistent provisions or
limits under the Plan, in the event the Corporation acquires
(whether by purchase, merger or otherwise) all or substantially
all of the outstanding capital stock or assets of another
corporation or in the event of any reorganization or other
transaction qualifying under Section 424 of the Code, the
Administrator may, in accordance with the provisions of that
Section, substitute options under the Plan for options under the
plan of the acquired company provided (i) the excess of the
aggregate fair market value of the shares subject to an option
immediately after the substitution over the aggregate option
price of such shares is not more than the similar excess
immediately before such substitution and (ii) the new option does
not give persons additional benefits, including any extension of
the exercise period.
8. LIMITATION OF ANNUAL AWARDS
The aggregate Fair Market Value (determined as of
the date an Option is granted) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time
by any Optionee during any calendar year under the Plan and all
other plans maintained by the Corporation, its parent or its
Subsidiaries, shall not exceed $100,000.
9. TERM OF PLAN
Options may be granted pursuant to the Plan until
the expiration of the Plan ten years after the effective date
referred to in Section 3.
10. EFFECT OF CERTAIN EVENTS
(a) Stock Splits and Dividends
Subject to any required action by stockholders,
the number of Shares covered by the Plan as provided in Section 6
hereof, the number of Shares covered by each outstanding Option
<PAGE>
and the Exercise Price thereof shall be proportionately adjusted
for any increase or decrease in the number of issued Shares
resulting from a subdivision or consolidation of Shares or the
payment of a stock dividend (but only if paid in Common Stock) or
any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Corporation.
(b) Merger, Sale of Assets, Liquidation
Subject to any required action by stockholders, if
the Corporation shall merge with another corporation and the
Corporation is the surviving corporation in such merger and under
the terms of such merger the shares of Common Stock outstanding
immediately prior to the merger remain outstanding and unchanged,
each outstanding Option shall continue to apply to the Shares
subject thereto and shall also pertain and apply to any
additional securities and other property, if any, to which a
holder of the number of Shares subject to the Option would have
been entitled as a result of the merger. If the Corporation
sells all, or substantially all, of its assets or the Corporation
merges (other than a merger of the type described in the
immediately preceding sentence) or consolidates with another
corporation, this Plan and each Option shall terminate, but only
after each Optionee (or the successor in interest) has been given
the right to exercise any unexpired Option or Options in full or
in part without regard to the installment or vesting provisions
of any Option Agreement. This right shall be exercisable for the
period of twenty (20) days ending five (5) days before the
effective date of the sale, merger, or consolidation (or such
longer period as the Administrator may specify). Alternatively,
in its sole and absolute discretion, the surviving or acquiring
corporation (or the parent company of the surviving or acquiring
corporation) may tender to any Optionee (or successor in
interest) a substitute option or options to purchase shares f the
surviving or acquiring corporation (or the parent corporation of
the surviving or acquiring corporation). The substitute option
shall contain all terms and provisions required substantially to
preserve the rights and benefits of all Options then held by the
Optionee (or successor in interest) receiving the substitute
option. Any other dissolution or liquidation of the Company
shall cause each Option to terminate.
At the discretion of the Administrator, an Option
exercised in contemplation of the consummation of the sale of all
or substantially all of the assets of the Corporation or a merger
(other than a merger of the type described in the first sentence
of the immediately preceding paragraph) or consolidation of the
Corporation with another corporation, may be conditioned upon
such sale, merger or consolidation becoming effective.
(c) Adjustment Determination
<PAGE>
To the extent that the foregoing adjustments
relate to securities of the Corporation, such adjustments shall
be made by the Administrator, whose determination shall be
conclusive and binding on all persons.
(d) Limitation on Rights
Except as expressly provided in this Section 10,
the Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, 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 Corporation 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
Exercise Price of Shares subject to an Option. The grant of an
Option pursuant to the Plan shall not affect in any way the right
or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or
assets.
(e) Change in Control
In the event of a pending or threatened takeover
bid, tender offer or exchange offer for twenty percent (20%) or
more of the outstanding Common Stock or any other class of stock
or securities of the Company (other than a tender offer or
exchange offer made by the Company or any Subsidiary), whether or
not deemed a tender offer under applicable Federal or state law,
or in the event that any person makes any filing under Section
13(d) or 14(d) of the Exchange Act with respect to the Company,
other than a filing on Form 13G or Form 13D, the Board may in its
sole discretion, without obtaining stockholder approval, take on
or more of the following actions to the extend not inconsistent
with other provisions of the Plan:
(a) Accelerate the exercise dates of any
outstanding Option, or make the Option
fully vested and exercisable;
(b) Pay cash to any or all holders of
Options in exchange for the cancellation
of their outstanding Options; or
(c) Make any other adjustments or amendments
to the Plan and outstanding Options and
substitute new Options for outstanding
Options.
<PAGE>
11. SECURITIES LAW REQUIREMENTS
(a) Legality of Issuance
No Shares shall be issued upon the exercise of any
Option unless and until the Corporation has determined that:
(i) it and the Optionee have taken all
actions required to register the offer and sale of the Shares
under the Act, or to perfect an exemption from the registration
requirements thereof;
(ii) any applicable listing requirement of
any stock exchange on which the Common Stock is listed has been
satisfied; and
(iii) any other applicable provision of
state or Federal law has been satisfied.
(b) Restrictions on Transfer; Representations of
Optionee; Legends
Regardless of whether the offering and sale of
Shares under the Plan has been registered under the Act or has
been registered or qualified under the securities laws of any
state, the Corporation may impose restrictions upon the sale,
pledge or other transfer of such Shares (including the placement
of appropriate legends on stock certificates) if, in the judgment
of the Corporation and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the
provisions of the Act, the securities laws of any state or any
other law. In the event that the sale of Shares under the Plan
is not registered under the Act but an exemption is available
which requires an investment representation or other
representation, each Optionee shall be required to represent that
such Shares are being acquired for investment, and not with a
view to the sale or distribution thereof, and to make such other
representations as are deemed necessary or appropriate by the
Corporation and its counsel. Stock certificates evidencing
Shares acquired under the Plan pursuant to an unregistered
transaction shall bear the following restrictive legend and such
other restrictive legends as are required or deemed advisable
under the provisions of any applicable law:
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"). ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL
BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE
ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION
OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS
UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE TO
COMPLY WITH THE ACT."
<PAGE>
Any determination by the Corporation and its counsel in
connection with any of the matters set forth in this Section 11
shall be conclusive and binding on all persons.
(c) Registration or Qualification of Securities
The Corporation may, but shall not be obligated
to, register or qualify the sale of Shares under the Act or any
other applicable law. The Corporation shall not be obligated to
take any affirmative action in order to cause the sale of Shares
under the Plan to comply with any law.
(d) Exchange of Certificates
If, in the opinion of the Corporation and its
counsel, any legend place don a stock certificate representing
Shares sold under the Plan is no longer required, the holder of
such certificate shall be entitled to exchange such certificate
for a certificate representing the same number of Shares but
without such legend.
<PAGE>
<PAGE>
12. AMENDMENT OF THE PLAN
The Board may from time to time, with respect to any
Shares at the time not subject to Options, suspend or discontinue
the Plan or revise or amend it in any respect whatsoever except
that, without the approval of the Corporation's stockholders, no
such revision or amendment shall:
(a) Materially increase the benefits accruing to
Participants under the Plan;
(b) Increase the number of Shares which may be
issued under the Plan;
(c) Change the designation in Section 5 hereof
with respect to the classes of persons eligible to receive
Options; or
(d) Amend this Section 12 to defeat its purpose
13. EXCHANGE ACT
If the Common Stock is registered under the Exchange
Act, the Plan shall be amended by the Board from time to time to
the extent necessary or advisable, in the judgment of the Board
after having consulted with Corporation's counsel, to enable
Participants who are officers or directors of the Corporation and
who are generally subject to the duties established by Section
16(a) or 16(b) of the Exchange Act ("Section 16 Requirements")
with respect to purchases and sales of equity securities of the
Corporation, to obtain the benefits of such exclusions or
exemptions from the Section 16 Requirements as may be established
by the Securities and Exchange Commission from time to time by
rule, regulation, administrative order or interpretation (whether
such interpretation is made by such Commission or staff) with
respect to (i) the receipt of Options, (ii) the exercise,
modification, extension, cancellation, exchange, termination or
expiration of Options (iii) the purchase of Common Stock upon the
exercise of Options, and (iv) the sale of Common Stock received
upon the exercise of Options. Anything in the Plan to the
contrary notwithstanding, such amendments may be made without
approval of the Corporation's stockholders unless and to the
extent that, in the judgment of the Board after consulting with
the Corporation's counsel, stockholder approval of such an
amendment is a prerequisite to effectuating a desired exclusion
or exemption from the Section 16 Requirements.
14. APPLICATION OF FUNDS
The proceeds received by the Corporation from the
sale of Common Stock pursuant to the exercise of an Option will
be used for general corporate purposes.
<PAGE>
15. APPROVAL OF SHAREHOLDERS
The Plan shall be subject to approval by the
affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present no
later than October 31, 1991. Prior to such approval, Options may
be granted but shall not be exercisable. Any amendment described
in Section 12 shall also be subject to approval by the
Corporation's stockholders.
16. EXECUTION
To record the adoption of the Plan by the Board on
August 15, 1991 the Corporation has caused an authorized officer
to affix the Corporate name hereto.
INTERNATIONAL ALUMINUM CORPORATION
By:_______________________________
President
<PAGE>
<PAGE>
INTERNATIONAL ALUMINUM CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of the ____ day of
__________, 199_, between INTERNATIONAL ALUMINUM CORPORATION, a
California corporation (the "Company"), and
___________________________ (the "Optionee").
R E C I T A L S
A. The Board of Directors of the Company (the
"Board") has established the Company's 1991 Stock Option Plan
(the "Plan") in order to provide key employees of the Company
with a favorable opportunity to acquire shares of the Company's
common stock ("Stock").
B. The Board has included in the Plan certain
provisions to provide for the grant of incentive stock options.
C. The Board regards the Optionee as a key employee
as contemplated by the Plan and has determined that it would be
in the best interests of the Company and its stockholders to
grant the option described in this Agreement to the Optionee as
an inducement to remain in the service of the Company, and as an
incentive for increasing efforts during such service.
NOW, THEREFORE, it is agreed as follows:
1. Definitions and Incorporation. Unless otherwise
defined herein or the context otherwise requires, the capitalized
terms used in this Agreement shall have the meanings given to
such terms in the Plan. The Plan is hereby incorporated in and
made a part of this Agreement as if fully set forth herein. The
Optionee hereby acknowledges that he or she has received a copy
of the Plan.
2. Grant of Option. Pursuant to the Plan, the
Company hereby grants to the Optionee as of the date hereof the
option to purchase all or any part of an aggregate of ___________
shares of Stock (the "Option"), subject to adjustment in
accordance with Section 11 of the Plan. The Option is intended
to qualify as an Incentive Stock Option under the Code.
3. Option Price. The price to be paid for Stock upon
exercise of the Option or any part thereof shall be $_____ per
<PAGE>
share (the "Exercise Price"), which equals or exceeds the Fair
Market Value of the Stock of the date of the grant of the Option.
4. Right to Exercise. Subject to the conditions set
forth in this Agreement, the right to exercise the Option shall
accrue in accordance with Schedule 1 attached hereto and hereby
made a part hereof.
5. Order of Exercise. In accordance with amendments
to Section 422 of the Code, Options need not be exercised in
sequential order.
6. Securities Law Requirements. No part of the
Option shall be exercised if counsel to the Company determines
that any applicable registration requirement under the Securities
Act of 1993 (the "Act") or any other applicable requirement of
Federal or state law has not been met.
7. Term of Option. The Option shall terminate in any
event on the earliest of (a) the _____ day of __________, 19__,
at 11:59 P.M. California time, (b) the expiration of the period
described in Section 9 below, (c) the expiration of the period
described in Section 10 below or (d) the expiration of the period
described in Section 11 below. The option shall also terminate
as provided in the Plan or elsewhere in this Agreement.
8. Limitation on Annual Awards. The aggregate Fair
Market Value (determined as of the date an Option is granted) of
the Shares with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar
year under the Plan and all other plans maintained by the
Corporation, its parent or its Subsidiaries, shall not exceed
$100,000.
9. Exercise Following Cessation of Employment. If
the Optionee's employment with the Company ceases for any reason
or no reason, whether voluntarily or involuntarily, with or
without cause, other than death, Disability or Retirement, the
Option (to the extent it has not previously been exercised and is
exercisable at the time of cessation) may be exercised within
thirty (3) consecutive days after the date of such cessation.
The foregoing sentence to the contrary notwithstanding, the
Option shall cease to be exercisable on the date of such
cessation if such cessation arises out of termination for
misconduct. For this purpose, "misconduct" shall mean conviction
of a felony, misappropriation of the assets of the Company or any
Subsidiary, continued or repeated insobriety, illegal use of
drugs, continued or repeated absence from service during the
usual working hours of the Optionee's position for reasons other
than Disability or sickness, or refusal to carry out the
reasonable direction of the Board or of the chief executive
officer of the Company or of any other person designated by such
<PAGE>
chief executive officer. Any determination of "misconduct" by
the Administrator made in good faith shall be final and binding
upon the Company and the Optionee and all persons claiming under
or through them.
10. Exercise Following Death or Disability. If the
Optionee's employment with the Company ceases by reason of the
Optionee's death or Disability, of if the Optionee dies after
cessation of employment but while the Option would have been
exercisable hereunder, the Option (to the extent it has not
previously been exercised and is exercisable at the time of
cessation) may be exercised within one year after the date of the
Optionee's death or cessation by reason of Disability. In the
case of death, the exercise may be made by his or her
representative or by the person entitled thereto under the
Optionee's will or the laws of descent and distribution; provided
that such representative or such person consents in writing to
abide by and be subject to the terms of the Plan and this
Agreement and such writing is delivered to the President or
Chairman of the Company.
11. Exercise Following Retirement. If the Optionee's
employment with the Company ceases by reason of Retirement, the
Option (to the extent it has not previously been exercised and is
exercisable at the time of cessation) may be exercised within
ninety (90) days after the date of the Optionee's Retirement.
12. Time of Cessation of Service. For the purposes of
this Agreement, the Optionee's employment shall be deemed to have
ceased on the earlier of (a) the date when the Optionee's
employment in fact ceased or (b) except in the case of
Retirement, the date when the Optionee gave or received written
notice that his or her employment is to cease.
13. Nontransferability. The Option shall be
exercisable during the Optionee's lifetime only by the Optionee
or the Optionee's guardian or legal representative and shall be
nontransferable, except that the Optionee may transfer all or any
part of the Option by will or by the laws of descent and
distribution. Except as otherwise provided herein, any attempted
alienation, assignment, pledge, hypothecation, attachment,
execution or similar process, whether voluntary or involuntary,
with respect to all or any part of the Option or any right
thereunder, shall be null and void and, at the Company's option,
shall cause all of the Optionee's rights under this Agreement to
terminate.
14. Effect of Exercise. Upon exercise of all or any
part of the Option, the number of shares of Stock subject to the
Option under this Agreement shall be reduced by the number of
shares with respect to which such exercise is made.
<PAGE>
15. Exercise of Option. The option may be exercised
by delivering to the Company (a) a written notice of exercise in
substantially the form prescribed from time to time by the
Administrator and (b) full payment of the Exercise Price for each
share of Stock purchased under the Option. Such notice shall
specify the number of shares of Stock with respect to which the
Option is exercised and shall be signed by the person exercising
the Option. If the Option is exercised by a person other than
the Optionee, such notice shall be accompanied by proof,
satisfactory to the Company, of such person's right to exercise
the Option. The Purchase Price shall be payable (i) in U.S.
dollars in cash (by check), (ii) by delivery of shares of Stock
registered in the name of the Optionee having a Fair Market Value
at the time of exercise equal to the amount of the Purchase Price
or (iii) any combination of the payment of cash and the delivery
of Stock.
16. Withholding Taxes. The Company may require the
Optionee to deliver payment, upon exercise of the Option, of any
withholding taxes (in addition to the Purchase Price) with
respect to the difference between the Purchase Price and the Fair
Market Value of the Stock acquired upon exercise, in cash or some
other form satisfactory to the Company.
17. Issuance of Shares. Subject to the foregoing
conditions, the Company, as soon as reasonably practicable after
receipt of a proper notice of exercise and without transfer or
issue tax or other incidental expense to the person exercising
the Option, shall deliver to such person at the principal office
of the Company, or such other location as may be acceptable to
the Company and such person, one or more certificates for the
shares of Stock with respect to which the Option is exercised.
Such shares shall be fully paid and nonassessable and shall be
issued in the name of such person. However, at the request of
the Optionee, such shares may be issued in the names of the
Optionee and his or her spouse (a) as joint tenants with right of
survivorship, (b) as community property or (c) as tenants in
common without right of survivorship.
18. Notice of Disqualifying Disposition of Shares. If
the Optionee sells or otherwise disposes of shares of the Stock
acquired pursuant to exercise of the Option on or before the
later of (a) the date two years after the Grant Date or (b) the
date one year after issuance of such shares to the Optionee upon
exercise of the Option, the Optionee shall immediately notify the
Company in writing of such disposition. The Optionee agrees that
the Optionee may be subject to income tax withholding by the
Company on the compensation income recognized by the Optionee
from the early disposition by payment in cash or out of the
current earnings paid to the Optionee.
<PAGE>
19. Rights as a Stockholder. Neither the Optionee nor
any other person entitled to exercise the Option shall have any
rights as a stockholder of the Company with respect to the Stock
subject to the Option until a certificate for such shares has
been issued to him or her following the exercise of the Option.
20. Lock-Up. In the event that the Company files a
registration statement with respect to an underwritten public
offering under the Act in which any class of the Company's equity
securities is to be offered, the Optionee shall not effect any
public sale or distribution of any shares of the Stock or any of
the Company's other equity securities, or of any securities
convertible into, or exchangeable or exercisable for such
securities, during the period beginning thirty (30) days prior to
the filing of such registration statement with the Securities and
Exchange Commission and ending on such date after such
registration statement has become effective as shall be specified
by the managing underwriter of such public offering.
21. Notices. Any notice to the Company contemplated
by this Agreement shall be in writing and shall be addressed to
it in care of its ____________________________, 767 Monterey Pass
Road, Monterey Park, California 91754-0006, or such other address
as the Company may specify in a notice to the Optionee; and any
notice to the Optionee shall be in writing and shall be addressed
to him or her at the address on file with the Company on the date
hereof or at such other address as he or she may hereafter
designate in writing. Notice shall be deemed to have been given
upon receipt or, if sooner, five (5) days after such notice has
been deposited, postage prepaid, certified or registered mail,
return receipt requested, in the United States mail addressed to
the address specified in the immediately preceding sentence.
22. Interpretation. The interpretation, construction,
performance and enforcement of this Agreement and of the Plan
shall lie within the sole discretion of the Administrator, and
the Administrator's determinations shall be conclusive and
binding on all interested persons.
23. Choice of Law. This Agreement shall be governed
by and construed in accordance with the internal substantive laws
(not the law of choice of laws) of the State of California.
IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement, in the case of the Company by its duly
authorized officer, as of the day and year first above written.
INTERNATIONAL ALUMINUM CORPORATION
By________________________________
<PAGE>
__________________________________
Optionee
__________________________________
(Please print Optionee's name)
__________________________________
Optionee's Spouse*/
__________________________________
(Please print spouse's name)
________________
*/ Include Signature and name of Optionee's spouse, if Optionee
is married.
<PAGE>
<PAGE>
SCHEDULE 1
RIGHT TO EXERCISE
Subject to the conditions set forth in this Agreement,
the right to exercise the Option shall accrue as follows:
(a) Commencing one year after
the Grant Date (________, 19__),
the Option may be exercised to the
extent of one-fifth of the shares
subject to the Option.
(b) Commencing two years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not been exercised.
(c) Commencing three years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not been exercised.
(d) Commencing four years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not previously been exercised.
(e) Commencing five years
after the Grant Date, the entire
Option may be exercised to the
extent it has not previously been
exercised.
<PAGE>
<PAGE>
INTERNATIONAL ALUMINUM CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of the ____ day of
__________, 199_, between INTERNATIONAL ALUMINUM CORPORATION, a
California corporation (the "Company"), and
___________________________ (the "Optionee").
R E C I T A L S
A. The Board of Directors of the Company (the
"Board") has established the Company's 1991 Stock Option Plan
(the "Plan") in order to provide key employees of the Company
with a favorable opportunity to acquire shares of the Company's
common stock ("Stock").
B. The Board regards the Optionee as a key employee
as contemplated by the Plan and has determined that it would be
in the best interests of the Company and its stockholders to
grant the option described in this Agreement to the Optionee as
an inducement to remain in the service of the Company, and as an
incentive for increasing efforts during such service.
NOW, THEREFORE, it is agreed as follows:
1. Definitions and Incorporation. Unless otherwise
defined herein or the context otherwise requires, the capitalized
terms used in this Agreement shall have the meanings given to
such terms in the Plan. The Plan is hereby incorporated in and
made a part of this Agreement as if fully set forth herein. The
Optionee hereby acknowledges that he or she has received a copy
of the Plan.
2. Grant of Option. Pursuant to the Plan, the
Company hereby grants to the Optionee as of the date hereof the
option to purchase all or any part of an aggregate of ___________
shares of Stock (the "Option"), subject to adjustment in
accordance with Section 11 of the Plan. The Option is intended
to qualify as an Incentive Stock Option under the Code.
3. Option Price. The price to be paid for Stock upon
exercise of the Option or any part thereof shall be $_____ per
share (the "Exercise Price"), which equals or exceeds eighty
percent (80%) of the Fair Market Value of the Stock of the date
of the grant of the Option.
<PAGE>
4. Right to Exercise. Subject to the conditions set
forth in this Agreement, the right to exercise the Option shall
accrue in accordance with Schedule 1 attached hereto and hereby
made a part hereof.
5. Securities Law Requirements. No part of the
Option shall be exercised if counsel to the Company determines
that any applicable registration requirement under the Securities
Act of 1933 (the "Act") or any other applicable requirement of
Federal or state law has not been met.
6. Term of Option. The Option shall terminate in any
event on the earliest of (a) the ____ day of ________, 19__, at
11:59 P.M. California time, (b) the expiration of the period
described in Section 7 below, (c) the expiration of the period
described in Section 8 below or (d) the expiration of the period
described in Section 9 below.
7. Exercise Following Cessation of Employment or
Service. If the Optionee's employment or service with the
Company ceases for any reason or no reason, whether voluntarily
or involuntarily, with or without cause, other than death,
Disability or Retirement, the Option (to the extent it has not
previously been exercised and is exercisable at the time of
cessation) may be exercised within thirty (30) consecutive days
after the date of such cessation. The foregoing notwithstanding,
the Option shall cease to be exercisable on the date of such
cessation if such cessation arises out of termination for
misconduct. For this purpose, "misconduct" shall mean conviction
of a felony, misappropriation of the assets of the Company or any
Subsidiary, continued or repeated insobriety, illegal use of
drugs, continued or repeated absence from service during the
usual working hours of the Optionee's position for reasons other
than Disability or sickness, or refusal to carry out the
reasonable direction of the Board or of the chief executive
officer of the Company or of any other person designated by such
chief executive officer. Any determination of "misconduct" by
the Administrator made in good faith shall be final and binding
upon the Company and the Optionee and all persons claiming under
or through them.
8. Exercise Following Death or Disability. If the
Optionee's employment with the Company ceases by reason of the
Optionee's death or Disability, of if the Optionee dies after
cessation of employment or service but while the Option would
have been exercisable hereunder, the Option (to the extent it has
not previously been exercised and is exercisable at the time of
cessation) may be exercised within one year after the date of the
Optionee's death or cessation by reason of Disability. In the
case of death, the exercise may be made by his or her
representative or by the person entitled thereto under the
Optionee's will or the laws of descent and distribution; provided
<PAGE>
that such representative or such person consents in writing to
abide by and be subject to the terms of the Plan and this
Agreement and such writing is delivered to the President or
Chairman of the Company.
9. Exercise Following Retirement. If the Optionee's
employment with the Company ceases by reason of Retirement, the
Option (to the extent it has not previously been exercised and is
exercisable at the time of cessation) may be exercised within
ninety (90) days after the date of the Optionee's retirement.
10. Time of Cessation of Service. For the purposes of
this Agreement, the Optionee's employment or service shall be
deemed to have ceased on the earlier of (a) the date when the
Optionee's employment or service in fact ceased or (b) except in
the case of Retirement, the date when the Optionee gave or
received written notice that his or her employment is to cease.
11. Nontransferability. The Option shall be
exercisable during the Optionee's lifetime only by the Optionee
or the Optionee's guardian or legal representative and shall be
nontransferable, except that the Optionee may transfer all or any
part of the Option by will or by the laws of descent and
distribution. Except as otherwise provided herein, any attempted
alienation, assignment, pledge, hypothecation, attachment,
execution or similar process, whether voluntary or involuntary,
with respect to all or any part of the Option or any right
thereunder, shall be null and void and, at the Company's option,
shall cause all of the Optionee's rights under this Agreement to
terminate.
12. Effect of Exercise. Upon exercise of all or any
part of the Option, the number of shares of Stock subject to the
Option under this Agreement shall be reduced by the number of
shares with respect to which such exercise is made.
13. Exercise of Option. The option may be exercised
by delivering to the Company (a) a written notice of exercise in
substantially the form prescribed from time to time by the
Administrator and (b) full payment of the Exercise Price for each
share of Stock purchased under the Option. Such notice shall
specify the number of shares of Stock with respect to which the
Option is exercised and shall be signed by the person exercising
the Option. If the Option is exercised by a person other than
the Optionee, such notice shall be accompanied by proof,
satisfactory to the Company, of such person's right to exercise
the Option. The Purchase Price shall be payable (i) in U.S.
dollars in cash (by check), (ii) by delivery of shares of Stock
registered in the name of the Optionee having a Fair Market Value
at the time of exercise equal to the amount of the Purchase Price
or (iii) any combination of the payment of cash and the delivery
of Stock.
<PAGE>
14. Withholding Taxes. The Company may require the
Optionee to deliver payment, upon exercise of the Option, of any
withholding taxes (in addition to the Purchase Price) with
respect to the difference between the Purchase Price and the Fair
Market Value of the Stock acquired upon exercise, in cash or some
other form satisfactory to the Company.
15. Issuance of Shares. Subject to the foregoing
conditions, the Company, as soon as reasonably practicable after
receipt of a proper notice of exercise and without transfer or
issue tax or other incidental expense to the person exercising
the Option, shall deliver to such person at the principal office
of the Company, or such other location as may be acceptable to
the Company and such person, one or more certificates for the
shares of Stock with respect to which the Option is exercised.
Such shares shall be fully paid and nonassessable and shall be
issued in the name of such person. However, at the request of
the Optionee, such shares may be issued in the names of the
Optionee and his or her spouse (a) as joint tenants with right of
survivorship, (b) as community property or (c) as tenants in
common without right of survivorship.
16. Rights as a Stockholder. Neither the Optionee nor
any other person entitled to exercise the Option shall have any
rights as a stockholder of the Company with respect to the Stock
subject to the Option until a certificate for such shares has
been issued to him or her following the exercise of the Option.
17. Lock-Up. In the event that the Company files a
registration statement with respect to an underwritten public
offering under the Act in which any class of the Company's equity
securities is to be offered, the Optionee shall not effect any
public sale or distribution of any shares of the Stock or any of
the Company's other equity securities, or of any securities
convertible into, or exchangeable or exercisable for such
securities, during the period beginning thirty (30) days prior to
the filing of such registration statement with the Securities and
Exchange Commission and ending on such date after such
registration statement has become effective as shall be specified
by the managing underwriter of such public offering.
18. Notices. Any notice to the Company contemplated
by this Agreement shall be in writing and shall be addressed to
it in care of its ____________________________, 767 Monterey Pass
Road, Monterey Park, California 91754-0006, or such other address
as the Company may specify in a notice to the Optionee; and any
notice to the Optionee shall be in writing and shall be addressed
to him or her at the address on file with the Company on the date
hereof or at such other address as he or she may hereafter
designate in writing. Notice shall be deemed to have been given
upon receipt or, if sooner, five (5) days after such notice has
been deposited, postage prepaid, certified or registered mail,
<PAGE>
return receipt requested, in the United States mail addressed to
the address specified in the immediately preceding sentence.
19. Interpretation. The interpretation, construction,
performance and enforcement of this Agreement and of the Plan
shall lie within the sole discretion of the Administrator, and
the Administrator's determinations shall be conclusive and
binding on all interested persons.
20. Choice of Law. This Agreement shall be governed
by and construed in accordance with the internal substantive laws
(not the law of choice of laws) of the State of California.
IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement, in the case of the Company by its duly
authorized officer, as of the day and year first above written.
INTERNATIONAL ALUMINUM CORPORATION
By________________________________
__________________________________
Optionee
__________________________________
(Please print Optionee's name)
__________________________________
Optionee's Spouse*/
__________________________________
(Please print spouse's name)
________________
*/ Include Signature and name of Optionee's spouse, if Optionee
is married.
<PAGE>
<PAGE>
SCHEDULE 1
RIGHT TO EXERCISE
Subject to the conditions set forth in this Agreement,
the right to exercise the Option shall accrue as follows:
(a) Commencing one year after
the Grant Date (________, 19__),
the Option may be exercised to the
extent of one-fifth of the shares
subject to the Option.
(b) Commencing two years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not been exercised.
(c) Commencing three years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not been exercised.
(d) Commencing four years
after the Grant Date, the Option
may be exercised to the extent of
one-fifth of the shares subject to
the Option, plus any shares with
respect to which the Option has
previously become exercisable but
has not previously been exercised.
(e) Commencing five years
after the Grant Date, the entire
Option may be exercised to the
extent it has not previously been
exercised.
RESTATED
ARTICLES OF INCORPORATION
OF
INTERNATIONAL ALUMINUM CORPORATION
a California corporation
ARTICLE I
The name of this corporation shall be:
INTERNATIONAL ALUMINUM CORPORATION
ARTICLE II
The corporation elects to be governed by all of the
provisions of the General Corporation Law of 1977, as amended, not
otherwise applicable to it under Chapter 23 thereof.
ARTICLE III
The purpose of this corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of California other than the
banking business, the trust company business or practice of a
profession permitted to be incorporated by the California
Corporations Code.
ARTICLE IV
This corporation is authorized to issue two classes of
shares to be designated respectively Preferred Stock and Common
Stock. The total number of shares which this corporation shall
have authority to issue is 10,500,000; the aggregate par value of
all shares that are to have a par value shall be $15,000,000. The
number of shares of Preferred Stock that are to have par value
shall be 500,000 and the par value of each share of such class
shall be $10.00. The number of shares of Common Stock that are to
have a par value shall be 10,000,000 and the par value of each
share of such class shall be $1.00.
<PAGE>
<PAGE>
The Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is hereby authorized
to fix or alter the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices and the
liquidation preferences of any wholly unissued series of Preferred
Stock, and the number of shares constituting any such resolution
originally fixing the number of shares of such series.
ARTICLE V
The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law.
ARTICLE VI
The corporation is authorized to provide
indemnification of agents (as defined in Section 317 of the
California Corporations Code) for breach of duty to the
corporation and its shareholders through By-Law provisions or
through agreements with agents, or both, in excess of the
indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the California
Corporations Code.
<PAGE>
BY-LAWS
FOR
INTERNATIONAL ALUMINUM CORPORATION
<PAGE>
<PAGE>
I N D E X
Page
ARTICLE I - Offices 1
Section 1.01 Principal Office 1
Section 1.02 Other Offices 1
ARTICLE II - Meetings of Shareholders 1
Section 2.01 Place of Meetings 1
Section 2.02 Annual Meetings 1
Section 2.03 Special Meetings 2
Section 2.04 Adjourned Meetings and Notices
Thereof 3
Section 2.05 Voting 3
Section 2.06 Quorum 4
Section 2.07 Consent of Absentees 4
Section 2.08 Action Without Meeting 4
Section 2.09 Proxies 4
ARTICLE III - Directors 5
Section 3.01 Powers 5
Section 3.02 Number of Directors 6
Section 3.03 Election and Term of Office 7
Section 3.04 Vacancies 7
Section 3.05 Place of Meeting 8
Section 3.06 Organization Meeting 8
Section 3.07 Other Regular Meetings 8
Section 3.08 Special Meetings 8
Section 3.09 Notice of Adjournment 9
Section 3.10 Waiver of Notice 9
(i)<PAGE>
<PAGE>
Section 3.11 Quorum 9
Section 3.12 Adjournment 10
Section 3.13 Action Without Meeting 10
Section 3.14 Fees and Compensation 10
Section 3.15 Indemnification of Directors,
Officers and Employees 10
ARTICLE IV - Officers 12
Section 4.01 Officers 12
Section 4.02 Election 12
Section 4.03 Subordinate Officers, etc. 12
Section 4.04 Removal and Resignation 13
Section 4.05 Vacancies 13
Section 4.06 Chairman of the Board 13
Section 4.07 President 13
Section 4.08 Vice President 13
Section 4.09 Secretary 14
Section 4.10 Treasurer 15
ARTICLE V - Miscellaneous 15
Section 5.01 Record Date and Closing
Stock Books 15
Section 5.02 Inspection of Corporate Records 16
Section 5.03 Checks, Drafts, etc. 17
Section 5.04 Annual Report 17
Section 5.05 Contract, etc., How executed 17
Section 5.06 Certificates of Stock 17
Section 5.07 Representation of Shares of
Other Corporations 18
Section 5.08 Inspection of By-Laws 18
Section 5.09 Periodic Reports 18
(ii)<PAGE>
<PAGE>
ARTICLE VI - Amendments 19
Section 6.01 Powers of Shareholders 19
Section 6.02 Powers of Directors 19
CERTIFICATE OF SECRETARY 20
(iii)<PAGE>
<PAGE>
BY-LAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF
INTERNATIONAL ALUMINUM CORPORATION
ARTICLE I
Offices
Section 1.01 Principal Office. The principal office for the
transaction of the business of the Corporation is hereby located at
767 Monterey Pass Road in the City of Monterey Park, County of Los
Angeles, State of California. The Board of Directors is hereby
granted full power and authority to change said principal office from
one location to another in said county by amendment of this
Section 1.01.
Section 1.02 Other Offices. Branch or subordinate offices may at
any time be established by the Board of Directors at any place or
places where the Corporation is qualified to do business.
ARTICLE II
Meeting of Shareholders
Section 2.01 Place of Meetings. All annual meetings of
shareholders and all other meetings of shareholders shall be held
either at the principal office or at any other place within or without
the State of California which may be designated either by the Board of
Directors pursuant to authority hereinafter granted to said Board, or
by the written consent of all shareholders entitled to vote thereat,
given either before or after the meeting and filed with the Secretary
of the Corporation.
Section 2.02 Annual Meetings. The annual meeting of shareholders
shall be held on the last Thursday of October in each year at
2:00 o'clock P.M. of said day; provided, however, that should said day
<PAGE>
fall upon a legal holiday, then any such annual meeting of
shareholders shall be held at the same time and place on the next day
thereafter ensuing which is not a legal holiday. At such meetings
directors shall be elected, reports of the affairs of the Corporation
shall be considered, and any other business may be transacted which is
within the power of the shareholders.
Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by mail or other
means of written communication, charges prepaid, addressed to such
shareholder at his address appearing on the books of the Corporation
or given by him to the Corporation for the purpose of notice. If a
shareholder gives no address, notice shall be deemed to have been
given if sent by mail or other means of written communication
addressed to the place where the principal office of the Corporation
is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located.
All such notices shall be sent to each shareholder entitled thereto
not less than ten (10) days or more than fifty (50) days before each
annual meeting, and shall specify the place, the day and the hour of
such meeting, and shall state such other matters, if any, as may be
expressly required by statute.
Section 2.03 Special Meetings. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be called at
any time by the President or by the Board of Directors, or by one or
more shareholders holding not less than one-fifth of the voting power
of the Corporation. Except in special cases where other express
provision is made by statute, notice of such special meetings shall be
given in the same manner as for annual meetings of shareholders.
Notices of any special meeting shall specify in addition to the place,
<PAGE>
day and hour of such meeting, the general nature of the business to be
transacted.
Section 2.04 Adjourned Meetings and Notice Thereof. Any
shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority
of the shares, the holders of which are either present in person or
represented by proxy thereat, but in the absence of a quorum no other
business may be transacted at such meeting.
When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned
meeting, other than by announcement at the meeting at which such
adjournment is taken.
Section 2.05 Voting. Unless a record date for voting purposes be
fixed as provided in Section 5.01 of these By-Laws, then, but subject
to the provisions of Sections 2218 to 2224 inclusive of the
Corporations Code of California, only persons in whose names shares
entitled to vote stand on the stock records of the Corporation on the
day three (3) days prior to any meeting of shareholders shall be
entitled to vote at such meeting. Such vote may be viva voce or by
ballot provided however, that all elections for Directors must be by
ballot upon demand made by a shareholder at any election and before
the voting begins. Every shareholder entitled to vote at any election
for Directors shall have the right to cumulate his votes and give one
candidate a number of votes equal to the number of Directors to be
elected multiplied by the number of votes to which his shares are
entitled, or to distribute his votes on the same principle among as
<PAGE>
many candidates as he shall think fit. The candidates receiving the
highest number of votes up to the number of Directors to be elected
shall be elected.
Section 2.06 Quorum. The presence in person or by proxy of
persons entitled to vote a majority of the voting shares at any
meeting shall constitute a quorum for the transaction of business.
The shareholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 2.07 Consent of Absentees. The transactions of any
meeting of shareholders, either annual or special, however called and
noticed, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by
proxy, and if, either before or after the meeting, each of the
shareholders entitled to vote, not present in person or by proxy,
signs a written waiver of notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the Corporate records or
made a part of the minutes of the meeting.
Section 2.08 Action Without Meeting. Any action which, under any
provision of the California Corporations Code, may be taken at a
meeting of the shareholders, except approval of an agreement for
merger or consolidation of the Corporation with other corporations,
may be taken without a meeting if authorized by writing signed by all
of the persons who would be entitled to vote upon such action at a
meeting, and filed with the Secretary of the Corporation.
Section 2.09 Proxies. Every person entitled to vote or execute
consents shall have the right to do so either in person or by one or
<PAGE>
more agents authorized by a written proxy executed by such person or
his duly authorized agent and filed with the Secretary of the
Corporation; provided than no such proxy shall be valid after the
expiration of eleven (11) months from the date of its execution,
unless the person executing it specifies therein the length of time
for which such proxy is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution.
ARTICLE III
Directors
Section 3.01 Powers. Subject to limitations of the Articles of
Incorporation of the By-Laws, and of the California Corporations Code
as to action which shall be authorized or approved by the
shareholders, all Corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be
controlled by, the Board of Directors. Without prejudice to such
general powers, but subject to the same limitations, it is hereby
expressly declared that the Directors shall have the following powers,
to wit:
First - To select and remove all the Officers, agents and
employees of the Corporation, prescribe such powers and duties for
them as may not be inconsistent with law, with the Articles of
Incorporation or the By- Laws, fix their compensation, and require
from them security for faithful service.
Second - To conduct, manage and control the affairs and business
of the Corporation, and to make such rules and regulations therefor
not inconsistent with law, or with the Articles of Incorporation or
the By- Laws, as they may deem best.
Third - To change the principal office for the transaction of the
<PAGE>
business of the Corporation from one location to another within the
same county as provided in Section 1.01 hereof; to fix and locate from
time to time one or more subsidiary offices of the Corporation within
or without the State of California, as provided in Section 1.02
hereof; to designate any place within or without the State of
California for the holding of any shareholders' meeting or meetings;
and to adopt, make and use a Corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and
of such certificates from time to time, as in their judgment they may
deem best, provided such seal and such certificate shall at all times
comply with the provisions of law.
Fourth - To authorize the issuance of shares of stock of the
Corporation from time to time, upon such terms and for such
considerations as may be lawful.
Fifth - To borrow money and incur indebtedness for the purposes of
the Corporation, and to cause to be executed and delivered therefor,
in the Corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidences of debt
and securities therefor.
Sixth - To appoint an Executive Committee and other committees,
and to delegate to the Executive Committee any of the powers and
authority of the Board in the management of the business and affairs
of the Corporation, except the power to declare dividends and to
adopt, amend or repeal By-Laws. The Executive Committee shall be
composed of two or more Directors.
Section 3.02 Number of Directors. The authorized number of
Directors of the Corporation shall be seven (7) until changed by
amendment of the Articles of Incorporation or by a By-Law duly adopted
by the shareholders amending this Section 3.02; and if it is proposed
<PAGE>
to reduce the authorized number of Directors below seven (7), the vote
or written consent of shareholders holding more than eight per
cent (80%) of the voting power shall be necessary for such reduction.
Section 3.03 Election and Term of Office. The Directors shall be
elected at each annual meeting of shareholders, but if any such annual
meeting is not held, or the Directors are not elected thereat, the
Directors may be elected at any special meeting of shareholders held
for that purpose. All Directors shall hold office until their
respective successors are elected.
Section 3.04 Vacancies. Vacancies in the Board of Directors may
be filled by a majority of the remaining Directors, though less than a
quorum, or by a sole remaining Director, and each Director so elected
shall hold office until his death, resignation or removal, or until
his successor is elected at an annual or a special meeting of the
shareholders.
A vacancy or vacancies in the Board of Directors shall be deemed
to exist in case of the death, resignation or removal of any Director,
or if the authorized number of Directors be increased, or if the
shareholders fail at any annual or special meeting of shareholders at
which any director or Directors are elected elect the full authorized
number of Directors to be voted for at that meeting.
The shareholders may elect a Director or Directors at any time to
fill any vacancy or vacancies not filled by the Directors. If the
Board of Directors accepts the resignation of a Director tendered to
take effect at a future time, the Board or the shareholders shall have
power to elect a successor to take office when the resignation is to
become effective.
No reduction of the authorized number of Directors shall have the
effect of removing any Director prior to the expiration of his term of
<PAGE>
office.
Section 3.05 Place of Meeting. Regular meetings of the Board of
Directors shall be held at any place within or without the state which
has been designated from time to time by resolution of the Board or by
written consent of all members of the Board. In the absence of such
designation, regular meetings shall be held at the principal office of
the Corporation. Special meetings of the Board may be held either at
a place so designated or at the principal office.
Section 3.06 Organization Meeting. Immediately following each
annual meeting of shareholders, the Board of Directors shall hold a
regular meeting for the purpose of organization, election of officers,
and the transaction of other business. Notice of such meeting is
hereby dispensed with.
Section 3.07 Other Regular Meetings. Other regular meetings of
the Board of Directors shall be held without call at such time as the
Board of Directors may from time to time designate; provided, however,
should said day fall upon a legal holiday, then said meeting shall be
held at the same time on the next day thereafter ensuring which is not
a legal holiday. Notice of all such regular meetings of the Board of
Directors is hereby dispensed with.
Section 3.08 Special Meetings. Special meetings of the Board of
Directors for any purpose or purposes shall be called at any time by
the President, or, if he is absent or unable or refuses to act, by any
Vice President or by any two Directors.
Written notice of the time and place of special meetings shall be
delivered personally to each Director, or sent to each Director by
mail or by other form of written communication, charges prepaid,
addressed to him at his address a sit is shown upon the records of the
Corporation, or if it is not so shown on such records and is not
<PAGE>
readily ascertainable, at the place in which the meetings of the
Directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company in the County in which the
principal office of the Corporation is located at least forty-
eight (48) hours prior to the time of the holding of the meeting. In
case such notice is delivered personally as above provided, it shall
be so delivered at least twenty-four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or delivery as
above provided shall be due, legal and personal notice to such
Director.
Section 3.09 Notice of Adjournment. Notice of the time and place
of holding an adjourned meeting need not be given to absent Directors
if the time and place be fixed at the meeting adjourned.
Section 3.10 Waiver of Notice. The transactions of any meeting of
the Board of Directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular
call and notice, if a quorum be present, and if, either before or
after the meeting, each of the Directors not present signs a written
waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall
be filed with the Corporate records or made a part of the minutes of
the meeting.
Section 3.11 Quorum. A majority of the authorized number of
Directors shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided.
Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, unless a greater number
<PAGE>
be required by law or by the Articles of Incorporation.
Section 3.12 Adjournment. A quorum of the Directors may adjourn
any Directors' meeting to meet again at a stated day and hour;
provided, however, that in the absence of a quorum, a majority of the
Directors present at any Directors' meeting, either regular or
special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.
Section 3.13 Action Without Meeting. Any action required or
permitted to be taken by the Board of Directors under any provision of
the California Corporations Code may be taken without a meeting, if
all members of the Board shall individually or collectively consent in
writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board. Such action
by written consent shall have the same force and effect as a unanimous
vote of such Directors.
Section 3.14 Fees and Compensation. By resolution of the Board of
Directors, one or more of the Directors may be paid a retainer for
their services as Directors, or a fixed fee (with or without expenses
of attendance) for attendance at each meeting, or both. Nothing
herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, agent,
employee, or otherwise, and receiving compensation therefor.
Section 3.15 Indemnification of Directors, Officers, Employees and
Other Agents.
(a) The Corporation shall have the authority, to the maximum
extent permitted by the California Corporations Code, to indemnify
each of its agents against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or
<PAGE>
was an agent of the Corporation. The Corporation shall also have the
authority, to the maximum extent permitted by the California
Corporations Code, to advance expenses incurred by any agent of the
Corporation in defending any proceeding.
(b) The Corporation shall have the authority to purchase and
maintain insurance on behalf of agents of the Corporation against any
liability asserted against or incurred by any agent in such capacity
or arising out of the agent's status as agent.
(c) The Corporation shall have the power to enter into binding
agreements with its agents to provide the indemnification allowed
under this Section 3.15.
(d) Nothing in this Section 3.15 shall be construed either to
allow indemnification of any agent for any acts or omissions or
transactions from which such agent may not be indemnified under
applicable California law or to deny indemnification when applicable
California law requires indemnification.
(e) For the purposes of this Section 3.15, an agent of the
Corporation includes any person who is or was a Director, Officer,
employee, or other agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Officer, employee, or
agent of another corporation, partnership, joint venture, trust, or
other enterprise, or was a Director, Officer, employee, or agent of a
corporation which was a predecessor corporation of the Corporation or
of another enterprise at the request of such predecessor corporation.
For purposes of this Section 3.15, "proceeding" means any threatened,
pending, or completed action or proceeding, whether civil, criminal,
administrative or investigative. For purposes of this Section 3.15,
"expenses" includes, without limitation, attorneys' fees and any
expenses of establishing a right to indemnification.
<PAGE>
ARTICLE IV
Officers
Section 4.01 Officers. The Officers of the Corporation shall be a
President, a Vice President, a Secretary and a Treasurer. The
Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more additional Vice
Presidents, one or more Assistant Secretaries and one or more
Assistant Treasurers, and such other Officers as may be appointed in
accordance with the provisions of Section 4.03. One person may hold
two or more offices, except those of President and Secretary.
Section 4.02 Election. The Officers of the Corporation, except
such Officers as may be appointed in accordance with the provisions of
Section 4.03 or Section 4.05, shall be chosen annually by the Board of
Directors, and each shall hold his office until he shall resign or
shall be removed or otherwise disqualified to serve, or his successor
shall be elected and qualified.
Section 4.03 Subordinate Officers, etc. The Board of Directors
may appoint such other Officers as the business of the Corporation may
require, each of whom shall have such authority and perform such
duties as are provided in these By-Laws or as the Board of Directors
may from time to time specify, and shall hold office until he shall
resign or shall be removed or otherwise disqualified to serve.
Section 4.04 Removal and Resignation. Any Officer may be removed,
either with or without cause by a majority of the Directors at the
time in office, at any regular or special meeting of the Board, or,
except in case of an Officer chosen by the Board of Directors, by any
Officer upon whom such power of removal may be conferred by the Board
of Directors.
Any Officer may resign at any time by giving written notice to the
<PAGE>
Board of Directors or to the President, or to the Secretary of the
Corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4.05 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in the By-Laws for regular
appointments to such office.
Section 4.06 Chairman of the Board. The Chairman of the Board, if
there shall be such an Officer, shall, if present, preside at all
meetings of the Board of Directors, and exercise and perform such
other powers and duties as may be from time to time assigned to him by
the Board of Directors or prescribed by these By-Laws.
Section 4.07 President. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the Chairman of the
Board, if there be such an Officer, the President shall be the Chief
Executive Officer of the Corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and
control of the business and affairs of the Corporation. He shall
preside at all meetings of the shareholders and, in the absence of the
Chairman of the Board, at all meetings of the Board of Directors. He
shall be ex officio a member of all the standing committees, including
the Executive Committee, if any, and shall have the general powers and
duties of management usually vested in the office of President of a
corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these By-Laws.
Section 4.08 Vice President. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the
<PAGE>
Board of Directors, or if not ranked, the Vice President designated by
the Board of Directors, shall perform all the duties of the President,
and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the President. The Vice Presidents shall have
such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors or
these By-Laws.
Section 4.09 Secretary. The Secretary shall keep, or cause to be
kept, a book of minutes at the principal office or such other place as
the Board of Directors may order, of all meetings of Directors and
shareholders, with the time and place of holding, whether regular or
special, and if special, how authorized, the notice thereof given, the
names of those present at Directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings
thereof.
The Secretary shall keep, or cause to be kept, at the principal
office or at the office of the Corporation's transfer agent, a share
register, or a duplicate share register, showing the names of the
shareholders and their addresses; the number and classes of shares
held by each; the numbers and dates of certificates issued for the
same; and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors required by
the By-Laws or by law to be given, and he shall keep the seal of the
Corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board of
Directors or these By-Laws. If for any reason the Secretary shall
fail to give notice of any special meeting of the Board of Directors
<PAGE>
called by one or more of the persons identified in the first paragraph
of Section 3.08, or if he shall fail to give notice of any special
meeting of the shareholders called by one or more of the persons
identified in Section 2.03, then any such person or persons may give
notice of any such special meeting.
Section 4.10 Treasurer. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, including
accounts of its assets, liabilities, receipt, disbursements, gains,
losses, capital, surplus and shares. Any surplus, including earned
surplus, paid-in surplus and surplus arising from a reduction of
stated capital, shall be classified according to source and shown in a
separate account. The books of account shall at all reasonable times
be open to inspection by any Director.
The Treasurer shall deposit all moneys and other valuables in the
name ad to the credit of the Corporation with such depositories as may
be designated by the Board of Directors. He shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an
account of all of his transactions as Treasurer and of the financial
condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of
Directors or these By-Laws.
ARTICLE V
Miscellaneous
Section 5.01 Record Date and Closing Stock Books. The Board of
Directors may fix a time in the future as a record date for the
determination of the shareholders entitled to notice of and to vote at
<PAGE>
any meeting of shareholders or entitled to receive any dividend or
distribution, or any allotment of rights, or to exercise rights in
respect to any change, conversion or exchange of hares. The record
date so fixed shall be not more than fifty (50) days prior to the date
of the meeting or event for the purposes of which it is fixed. When a
record date is so fixed, only shareholders who are such of record on
that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution, or allotment of rights, or to
exercise the rights as the case may be, notwithstanding any transfer
of any shares on the books of the Corporation after the record date.
The Board of Directors may close the books of the Corporation
against transfers of shares during the whole or any part of a period
not more than fifty (50) days prior to the date of a shareholders'
meeting, the date when the right to any dividend, distribution, or
allotment of rights vests, or the effective date of any change,
conversion or exchange of shares.
Section 5.02 Inspection of Corporate Records. The share register
or duplicate share register, the books of account, and minutes of
proceedings of the shareholders and the Board of Directors and of
executive committees of Directors shall be open to inspection upon the
written demand of any shareholder or the holder of a voting trust
certificate, at any reasonable time, and for a purpose reasonably
related to his interests as a shareholder, or as the holder of such
voting trust certificate, and shall be exhibited at any time when
required by the demand at any shareholders' meeting of ten per
cent (10%) of the shares represented at the meeting. Such inspection
may be made in person or by an agent or attorney, an shall include the
right to make extracts. Demand of inspection other than at a
shareholders' meeting shall be made in writing upon the President,
<PAGE>
Secretary, Assistant Secretary or General Manager of the Corporation.
Section 5.03 Checks, Drafts, etc. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the Corporation, shall be signed
or endorsed by such person or persons and in such manner as, from time
to time, shall be determined by resolution of the Board of Directors.
Section 5.04 Annual Report. The Board of Directors shall cause an
annual report to be sent to the shareholders, not later than one
hundred and twenty (120) days after the close of the fiscal or
calendar year.
Section 5.05 Contract, etc., How Executed. The Board of
Directors, except as in these By-Laws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board of Directors, no
Officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit
or to render it liable for any purpose or in any amount.
Section 5.06 Certificates of Stock. A certificate or certificates
for shares of the capital stock of the Corporation shall be issued to
each shareholder when any such shares are fully paid up. All such
certificates shall be signed by the President or a Vice President and
the Secretary or an Assistant Secretary, or be authenticated by
facsimiles of the signatures of the President and Secretary, or by a
facsimile of the signature of the President and the written signature
of the Secretary or an Assistant Secretary. Every certificate
authenticated by a facsimile of a signature must be countersigned by a
transfer agent or transfer clerk, and be registered by an incorporated
<PAGE>
bank or trust company, either domestic or foreign, as registrar of
transfers, before issuance.
Certificates for shares may be issued prior to full payment under
such restrictions and for such purposes as the Board of Directors or
these By-Laws may provide; provided, however, that any such
certificate so issued prior to full payment shall state on its face
the amount remaining unpaid and the terms of payment thereof.
Section 5.07 Representation of Shares of Other Corporations. The
President or any Vice President and the Secretary or Assistant
Secretary of this Corporation are authorized to vote, represent and
exercise on behalf of this Corporation all rights incident to any and
all shares of any other corporation or corporations standing in the
name of this Corporation. The authority herein granted to said
Officers to vote or represent on behalf of this Corporation any and
all shares held by this Corporation in any other corporation or
corporations may be exercised either by such Officers in person or by
any person authorized so to do by proxy or power of attorney duly
executed by said Officers.
Section 5.08 Inspection of By-Laws. The Corporation shall keep in
its principal office for the transaction of business the original or a
copy of these By-Laws as amended or otherwise altered to date,
certified by the Secretary, which shall be open to inspection by the
shareholders at all reasonable times during office hours.
Section 5.09 Periodic Reports. Regular reports containing
detailed financial and other information concerning the business and
affairs of the Corporation shall be furnished periodically to the
responsible Officers and Directors of the Corporation, and such
reports shall be designed to keep each such Officer and Director
currently and reasonably informed of the affairs of the Corporation.
<PAGE>
ARTICLE VI
Amendments
Section 6.01 Power of Shareholders. New By-Laws may be adopted or
these By-Laws may be amended or repealed by the vote of shareholders
entitled to exercise a majority of the voting power of the Corporation
or by the written assent of such shareholders, except as otherwise
provided by law or by the Articles of Incorporation; provided that the
vote or written assent of shareholders holding more than eighty
percent (80%) of the voting power of the Corporation shall be required
to reduce the authorized number of Directors below five (5).
Section 6.02 Power of Directors. Subject to the right of
shareholders as provided in Section 6.01 to adopt, amend or repeal By-
Laws, By-Laws other than a By-Law or amendment thereof, changing the
authorized number of Directors may be adopted, amended or repealed by
the Board of Directors at any regular or special meeting thereof.
McINTYRE & LUBECK
3070 Bristol Street
Suite 450
Costa Mesa, California 92626
(714) 545-7835
December 19, 1994
INTERNATIONAL ALUMINUM CORPORATION
767 Monterey Pass Road
Monterey Park, California 91754
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by International Aluminum Corporation, a
California corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of options (the "Options") to purchase up to 500,000
shares (the "Shares") of its Common Stock, par value $1.00 per share,
pursuant to the International Aluminum Corporation 1991 Stock Option
Plan (the "Plan"), we are rendering certain legal opinions to the Company
pertaining to the Options and the Shares. At the Company's request, we are
furnishing this opinion of counsel to the Company for filing as Exhibit 5 to
the Registration Statement.
In our capacity as your counsel in the connection referred to
above, we have examined the Registration Statement, the Plan, the Restated
Articles of Incorporation and the By-Laws, each as amended to date, of the
Company, and the original copies, or copies certified or otherwise identified,
of records of corporate action of the Company as furnished to us by the
Company, certificates of public officials, statutes and other instruments and
documents, as a basis for the opinions hereinafter expressed.
Based upon our examination as aforesaid, we are of the opinion that
the Options, when issued as contemplated by the Registration Statement and the
Plan, will be validly issued, and the Shares, when purchased and paid for as
described in the Registration Statement and the Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement.
Very truly yours,
McINTYRE & LUBECK
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 17, 1994, which appears on
page 15 of the 1994 Annual Report to Shareholders of International Aluminum
Corporation (the "Company"), which is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended June 30, 1994. We
also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on Page F-1 of such Annual
Report on Form 10-K.
PRICE WATERHOUSE LLP
Los Angeles, California
December 22, 1994
