<PAGE> 1
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
JACOBSON STORES INC.
(Exact name of registrant as specified in its charter)
Michigan 38-0686330
(State of incorporation) (I.R.S. Employer
Identification No.)
3333 Sargent Road, Jackson, Michigan 49201
(Address of principal executive offices)
JACOBSON STOCK OPTION PLAN OF 1994
(Full title of the plan)
PAUL W. GILBERT Copy to:
Vice Chairman of the Board Richard Z. Rosenfeld, Esq.
Jacobson Stores Inc. Rosenfeld, Grover & Frang, P.C.
3333 Sargent Road 601 South Jackson Street
Jackson, Michigan 49201 Post Office Box 1405
(517) 764-6400 Jackson, Michigan 49204
(Name, address and telephone number (517) 788-6270
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Incentive stock options. . .)
Nonstatutory stock ) 400,000 Options - - -
options. . . . . . . . . .)
Common Stock, $1 par value,
issuable on exercise of
Options. . . . . . . . . . 400,000 Shares (1) $14-3/4(2) $5,900,000(2) $2,034.48
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such indeterminate number of shares of Common Stock as may be
required for issuance as a result of any adjustment in the number of
shares issuable on the exercise of Options.
(2) Based on $14-3/4 average of the bid and asked prices of the Common Stock
on April 28, 1994, pursuant to Rule 457, for the purpose of determining
the registration fee.
<PAGE> 2
JACOBSON STORES INC.
FORM S-8
REGISTRATION STATEMENT
INDEX
Page
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. 1
Item 3. Incorporation of Documents by Reference. 1
Item 4. Description of Securities. 1
Item 5. Interests of Named Experts and Counsel. 4
Item 6. Indemnification of Directors and Officers. 4
Item 7. Exemption from Registration Claimed. 5
Item 8. Exhibits. 5
Item 9. Undertakings. 6
SIGNATURES 8
EXHIBIT INDEX 10
<PAGE> 3
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
(a) The registrant's latest Annual Report of Form 10-K, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to above; and
(c) The description of the registrant's Common Stock contained in
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on May 22, 1972, Commission File No. 0-6319, to
register said Common Stock under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this registration statement and to be part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Jacobson Stock Option Plan of 1994 (the "Plan"), to be adopted by
the Board of Directors of the registrant on May 26, 1994 and submitted to the
shareholders of the registrant for approval at the 1994 Annual Meeting of
Shareholders on May 26, 1994, or any adjournment thereof, options to purchase a
maximum of 400,000 shares of Common Stock of the registrant, par value $1 per
share, may be granted to certain employees and directors of the registrant,
subject to adjustment in the number and/or kind of shares of stock deliverable
on the exercise of options on the occurrence of certain types of corporate
transactions referred to in the Plan. The term of the Plan is ten years.
The following summary is qualified in its entirety by reference to the Plan,
which is filed as an exhibit to this registration statement.
1
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EMPLOYEE OPTIONS
The Plan authorizes the grant of stock options ("employee options") to
full-time salaried officers and other full-time key employees, as determined by
the committee described in the next paragraph. Employee options may be either
incentive stock options under the Internal Revenue Code or nonstatutory stock
options.
The employee option portion of the Plan will be administered by a
committee of the Board of Directors of the registrant. The committee will have
authority to make all determinations with respect to employee options,
including the persons to whom options will be granted, the number of shares
subject to each option, the timing of the grants, any vesting period, the
duration of each option, the option price, and the other terms of the options
and option agreements, subject to certain limitations in the Plan.
With incentive stock options, the option price may not be less than the
fair market value of the registrant's Common Stock at the time the option is
granted. The term of the options may not be more than ten years.
Incentive stock options will not be transferable except on death. If
an optionee's employment is terminated for any reason except retirement,
disability or death, all incentive stock options held by the optionee will
automatically expire. In case of retirement on or after the optionee's 65th
birthday, the optionee may exercise any unexpired incentive stock options
within three months after retirement, or until the expiration date stated in
the option agreement, whichever occurs first. In case of permanent and total
disability or death of an optionee while employed by the registrant, incentive
stock options may be exercised within one year after the date of disability or
death, or until the expiration date stated in the option agreement, whichever
occurs first.
Nonstatutory employee options may be issued for less than the fair
market value of the registrant's Common Stock at the time the option is
granted. The term of nonstatutory employee options may not be more than ten
years.
Nonstatutory employee options will not be transferable except on death.
If an optionee's employment is terminated for any reason except retirement,
disability or death, all nonstatutory employee options held by the optionee
will automatically expire. In case of retirement on or after the optionee's
65th birthday, permanent and total disability or death of an optionee while
employed by the registrant, nonstatutory employee options may be exercised
within one year after the date of retirement, disability or death, or until the
expiration date stated in the option agreement, whichever occurs first.
2
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DIRECTOR OPTIONS
The Plan provides for the issuance of nonstatutory stock options
("director options") to each current director of the registrant, and each
person who hereafter becomes a director, except any full-time employee of the
registrant, according to a formula set forth in the Plan.
Each director option will state a purchase price equal to the fair
market value of the Common Stock at the time the option is granted. Each
director option will have a five-year term.
Director options will not be transferable except on death. If an
optionee's service as a director is terminated for any reason except
retirement, non-election, disability or death, all director options held by
such optionee will automatically expire. In case of retirement pursuant to the
registrant's retirement policy for directors, non-election after nomination by
the Board of Directors for re-election, permanent and total disability, or
death, director options may be exercised within one year after the date of such
event, or until the expiration date stated in the option agreement, whichever
occurs first.
Any administration of the Plan relating to director options will be the
responsibility of the members of the Board of Directors who do not have and are
not eligible to receive director options.
OTHER INFORMATION
Options may be exercised in whole or in part, only by payment in cash
or by check. At least 50 shares must be purchased on any partial exercise.
The Plan may be amended by the Board of Directors, with certain
exceptions. The Board of Directors may not materially increase the maximum
number of shares that may be issued on the exercise of options under the Plan,
materially increase the benefits to any director or executive officer of the
registrant, amend any provisions relating to director options, or extend the
term of the Plan, without approval of the shareholders before or within twelve
months after such amendment.
The Plan contains an anti-dilution provision, to provide for automatic
adjustment in the number and/or kind of shares of stock deliverable on the
exercise of options, the option price, or any combination thereof, in the event
of certain types of corporate transactions. The Plan also provides for
automatic acceleration of all unvested and partially vested options in the
event of any liquidation or change in control of the registrant.
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There are currently no options outstanding under the Plan. Under the
Jacobson Stock Option Plan of 1983, which expired in December 1993, an
aggregate of 132,160 employee options and 21,600 director options are
outstanding, with expiration dates through January 27, 1998 and August 25,
1998, respectively.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated balance sheets of the registrant and subsidiaries as
of January 29, 1994, January 30, 1993 and January 25, 1992, and the
consolidated statements of earnings, cash flows, and shareholders' equity for
each of the three fiscal years in the period ended January 29, 1994, and the
related schedules, incorporated by reference in the prospectus, have been
audited by Arthur Anderson & Co., independent public accountants, as indicated
in their reports, dated March 4, 1994, with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
With respect to the unaudited financial information incorporated by
reference in the prospectus and elsewhere in the registration statement, Arthur
Anderson & Co. has applied limited procedures in compliance with professional
standards for a review of that information. However, their separate reports
thereon state that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on
their reports on that information should be restricted in light of the limited
nature of the review procedures applied. In addition, the accountants are not
subject to the liability provisions of Section 11 of the Securities Act of 1933
for their reports on unaudited interim financial information because those
reports are not "reports" or "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of said
Act.
The validity of the securities offered hereby and related matters has
been passed upon for the registrant by Rosenfeld, Grover & Frang, P.C., 601
South Jackson Street, Post Office Box 1405, Jackson, Michigan 49204. Richard
Z. Rosenfeld, a member of the law firm of Rosenfeld, Grover & Frang, P.C., is
Secretary and a director of the registrant, and is the beneficial owner of
164,529 shares of Common Stock of the registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Restated Articles of Incorporation ("Articles")
provide that to the fullest extent permitted by the Michigan Business
Corporation Act ("BCA"), as it exists or as it may hereafter be amended, no
director of the registrant shall be
4
<PAGE> 7
personally liable to the registrant or its shareholders for monetary damages
for any breach of the director's fiduciary duty. Under the BCA, directors
continue to have personal liability for certain types of wrongful conduct.
The Articles require the registrant to indemnify each of its directors
and executive officers against all liability arising in any manner by reason of
such person's service to the registrant, to the fullest extent permitted by any
present or future law. The Articles also authorize indemnification of persons
other than directors and executive officers, as determined by the Board of
Directors. The registrant maintains director and officer liability insurance,
and has entered into indemnification agreements with each of its directors and
officers. The indemnification agreements provide for indemnification of the
director or officer to the fullest extent permitted by any present or future
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) Jacobson Stock Option Plan of 1994
4(b) Form of Incentive Stock Option Agreement
4(c) Form of Non-Statutory Employee Option Agreement
4(d) Form of Director Option Agreement
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of Rosenfeld, Grover & Frang, P.C.
In addition, the previously-filed documents of the registrant listed below
are incorporated herein by reference. (References are to Securities and
Exchange Commission File No. 0-6319.)
CURRENT IDENTIFICATION OF
EXHIBIT DESCRIPTION OF EXHIBIT PRIOR FILING
4(e) Description of Common Stock Registration Statement
on Form 8-A,
filed May 22, 1972
13 Form 10-K, Year Ended January Form 10-K, Year
29, 1994 Ended January 29, 1994
5
<PAGE> 8
20 Proxy statement dated April 15, Proxy statement
1994, for 1994 Annual Meeting dated April 15, 1994,
of Shareholders, to be held for 1994 Annual
May 26, 1994 Meeting of Shareholders
ITEM 9. UNDERTAKINGS.
(Paragraphs are numbered to conform to Regulation S-K, Item 512.)
(a)
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
6
<PAGE> 9
(e)
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
7
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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 Jackson, State of Michigan, on April 29, 1994.
JACOBSON STORES INC.
By: /s/ Mark K. Rosenfeld
----------------------
Mark K. Rosenfeld
Chairman of the Board and
Chief Executive Officer
By: /s/ Paul W. Gilbert
----------------------
Paul W. Gilbert
Vice Chairman of the Board
(Principal Financial Officer)
By: /s/ Timothy Spalding
----------------------
Timothy J. Spalding
Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Capacities Date
---------- ---------- ----
<S> <C> <C>
Chairman of the Board,
/s/ Mark K. Rosenfeld Chief Executive Officer, April 29, 1994
- ---------------------- and Director
Mark K. Rosenfeld
/s/ Paul W. Gilbert Vice Chairman of the April 29, 1994
- ---------------------- Board, and Director
Paul W. Gilbert
/s/ James B. Fowler President and Director April 29, 1994
- ----------------------
James B. Fowler
/s/ Herbert S. Amster Director April 29, 1994
- ----------------------
Herbert S. Amster
/s/ Frank Couzens, Jr. Director April 29, 1994
- ----------------------
Frank Couzens, Jr.
</TABLE>
8
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<TABLE>
<S> <C> <C>
/s/ J. R. Fowler Director April 29, 1994
- ----------------------
J. R. Fowler
/s/ H. S. Kohlmeyer, Jr. Director April 29, 1994
- ----------------------
Herman S. Kohlmeyer, Jr.
/s/ Kathleen McCree Lewis Director April 29, 1994
- -----------------------
Kathleen McCree Lewis
Director April 29, 1994
- -----------------------
Patricia Shontz Longe
/s/ M. T. Monahan Director April 29, 1994
- -----------------------
Michael T. Monahan
/s/ Philip H. Power Director April 29, 1994
- -----------------------
Philip H. Power
/s/ Richard Z. Rosenfeld Director April 29, 1994
- -----------------------
Richard Z. Rosenfeld
/s/ Robert L. Rosenfeld Director April 29, 1994
- -----------------------
Robert L. Rosenfeld
/s/ James L. Wolohan Director April 29, 1994
- -----------------------
James L. Wolohan
</TABLE>
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EXHIBIT INDEX
EXHIBIT
4(a) Jacobson Stock Option Plan of 1994
4(b) Form of Incentive Stock Option Agreement
4(c) Form of Non-Statutory Employee Option Agreement
4(d) Form of Director Option Agreement
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of Rosenfeld, Grover & Frang, P.C.
In addition, the previously-filed documents of the registrant listed below
are incorporated herein by reference. (References are to Securities and
Exchange Commission File No. 0-6319.)
CURRENT IDENTIFICATION OF
EXHIBIT DESCRIPTION OF EXHIBIT PRIOR FILING
4(e) Description of Common Stock Registration Statement
on Form 8-A,
filed May 22, 1972
13 Form 10-K, Year Ended January Form 10-K, Year
29, 1994 Ended January 29, 1994
20 Proxy statement dated April 15, Proxy statement
1994, for 1994 Annual Meeting dated April 15, 1994,
of Shareholders, to be held for 1994 Annual
May 26, 1994 Meeting of Shareholders
10
<PAGE> 1
EXHIBIT 4(a)
JACOBSON STOCK OPTION PLAN OF 1994
This Stock Option Plan of Jacobson Stores Inc., a Michigan corporation (the
"Company"), is adopted by the Board of Directors and approved by the
shareholders of the Company on May 26, 1994.
ARTICLE I.
PURPOSE
This Plan is intended to enhance the ability of the Company to retain and
attract superior directors, officers and other key personnel and to provide
them an incentive to achieve long-term corporate objectives through ownership
of stock in the Company.
ARTICLE II.
STOCK AND OPTIONS SUBJECT TO PLAN
SECTION 1. COMMON STOCK. The stock issuable on exercise of Options pursuant
to this Plan shall be shares of the Company's Common Stock, par value $1 per
share ("Common Stock"). Such shares may be either authorized and unissued
shares, or shares held in the treasury of the Company.
SECTION 2. OPTIONS. Options granted pursuant to this Plan to eligible
employees described in Article III, Section 1 ("Employee Options") may be
either incentive stock options ("Incentive Stock Options"), within the meaning
of Section 422 or any amending or superseding section of the Internal Revenue
Code of 1986, as amended (the "Code"), or stock purchase options that do not
qualify as Incentive Stock Options ("Nonstatutory Options"; when granted to
employees, Nonstatutory Options are referred to as "Nonstatutory Employee
Options"). Options granted pursuant to this Plan to Eligible Directors
described in Article IV, Section 1 ("Director Options") shall be Nonstatutory
Options. Incentive Stock Options and Nonstatutory Options are referred to
separately and collectively as "Options".
SECTION 3. AGGREGATE LIMIT. The aggregate number of shares of Common Stock
which may be issued on exercise of Options shall not exceed 400,000 shares,
except in the event of any adjustment pursuant to Article V, Section 3. Any
shares of Common Stock subject to an Option that expires or terminates
unexercised in whole or in part may be the subject of a new Option or Options.
ARTICLE III.
EMPLOYEE OPTIONS
SECTION 1. ELIGIBILITY. The persons eligible to receive Employee Options
shall be such full-time salaried officers and other full-time key employees of
the Company or any of its subsidiary corporations (as defined in Section 424 or
any amending
<PAGE> 2
or superseding section of the Code), as determined by the Employee
Option Committee described in Section 4.1 of this Article III. Subject to the
limitations in this Plan, Employee Options may be granted on more than one
occasion to the same employee. No member of the Employee Option Committee,
while a member of such committee, shall be eligible to receive any Employee
Options.
SECTION 2. TERMS OF INCENTIVE STOCK OPTIONS. All Incentive Stock Options
shall be evidenced by written agreements ("Incentive Stock Option Agreements").
The Incentive Stock Options and Incentive Stock Option Agreements shall contain
in substance the terms in Sections 2.1 through 2.8, and may contain such other
terms and conditions not inconsistent with this Plan as the Employee Option
Committee determines.
SECTION 2.1. IDENTIFICATION. Each Incentive Stock Option Agreement shall
clearly identify the Options covered thereby as Incentive Stock Options.
SECTION 2.2. NUMBER OF SHARES. Each Incentive Stock Option Agreement shall
state the number of shares of Common Stock to which it pertains.
SECTION 2.3. VESTING AND TERM. Each Incentive Stock Option Agreement shall
state the period, if any, before the Option may be exercised, and the term
within which the Option may be exercised; provided, that no Incentive Stock
Option may be exercised after the expiration of ten years from the date the
Option is granted.
SECTION 2.4. OPTION PRICE. Each Incentive Stock Option Agreement shall
state the option price, which shall be not less than the fair market value of
the Common Stock at the time the Option is granted.
SECTION 2.5. EXERCISE OF OPTIONS AND PAYMENT FOR SHARES. Each Incentive
Stock Option may be exercised only within the term stated in the Incentive
Stock Option Agreement. It shall be exercisable by written notice
identifying the Option and stating the number of shares purchased,
accompanied by payment of the full purchase price for the shares purchased.
Such notice and payment shall be delivered personally or mailed by certified
mail to the Treasurer of the Company. Any Incentive Stock Option may be
exercised in whole or in part; provided, that not less than 50 shares may be
purchased and no fractional shares may be purchased on any partial exercise,
except on purchase of all remaining shares covered by the Option.
SECTION 2.6. NON-TRANSFERABILITY. Each Incentive Stock Option Agreement
shall provide that the Option is not transferable by the optionee otherwise
than by will or the
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laws of descent and distribution, and during the lifetime of the optionee is
exercisable only by the optionee.
SECTION 2.7. TERMINATION OF EMPLOYMENT. Except as stated in paragraphs
(a), (b) and (c) of this Section 2.7, if the employment of the holder of an
Incentive Stock Option, with the Company or a subsidiary, terminates or is
terminated for any reason whatever, whether by the Company, with or without
cause, or by the optionee, all unexercised Incentive Stock Options held by
such optionee shall automatically expire at the same time as termination of
employment.
(a) RETIREMENT. If the holder of an Incentive Stock Option retires on
or after the optionee's 65th birthday, the optionee may exercise any
unexpired Incentive Stock Options held by such optionee within three months
after the date of retirement, or until the expiration date stated in the
Incentive Stock Option Agreement, whichever occurs first.
(b) DISABILITY. If the holder of an Incentive Stock Option is
permanently and totally disabled (within the meaning of Section 22(e)(3) or
any amending or superseding section of the Code) while employed by the
Company or a subsidiary, the optionee may exercise any unexpired Incentive
Stock Options held by such optionee within one year after the date of such
permanent and total disability, or until the expiration date stated in the
Incentive Stock Option Agreement, whichever occurs first.
(c) DEATH. If the holder of an Incentive Stock Option dies while
employed by the Company or a subsidiary, the optionee's personal
representative, executor or administrator, or person who acquires the right
to exercise the Option by bequest or inheritance or by reason of the
optionee's death, may exercise any unexpired Incentive Stock Options held
by such optionee within one year after the date of death, or until the
expiration date stated in the Incentive Stock Option Agreement, whichever
occurs first.
SECTION 2.8. HOLDING PERIOD; DISQUALIFYING DISPOSITIONS. Each Incentive
Stock Option Agreement shall provide that no disposition of any shares of
Common Stock issuable on exercise of the Option shall be made by the optionee
within two years from the date of the grant of the Option nor within one year
after the transfer of such shares to the optionee on exercise of the Option.
Each optionee shall agree to inform the Company in writing before making any
sale, transfer, assignment, or other disposition of any of the shares before
the expiration of said holding period.
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<PAGE> 4
SECTION 2.9. 10% SHAREHOLDER. No Incentive Stock Option may be granted to
any individual who, at the time the Option is granted, owns stock possessing
more than 10% of the total combined voting power of all classes of stock of
the Company or any subsidiary, unless at the time the Option is granted the
option price is at least 110% of the fair market value of the Common Stock
and the Option by its terms is not exercisable after the expiration of five
years from the date such Option is granted.
SECTION 2.10. CALENDAR YEAR LIMIT. The aggregate fair market value
(determined as of the time the Incentive Stock Option is granted) of the
Common Stock with respect to which Incentive Stock Options are exercisable
for the first time by any individual in any calendar year (under all plans of
the Company and any subsidiaries) shall not exceed $100,000.
SECTION 3. TERMS OF NONSTATUTORY EMPLOYEE OPTIONS. All Nonstatutory
Employee Options shall be evidenced by written agreements ("Nonstatutory
Employee Option Agreements"). The Nonstatutory Employee Options and
Nonstatutory Employee Option Agreements shall contain in substance the terms in
Sections 3.1 through 3.7, and may contain such other terms and conditions not
inconsistent with this Plan as the Employee Option Committee determines.
SECTION 3.1. IDENTIFICATION. Each Nonstatutory Employee Option Agreement
shall clearly identify the Options covered thereby as Nonstatutory Employee
Options.
SECTION 3.2. NUMBER OF SHARES. Each Nonstatutory Employee Option Agreement
shall state the number of shares of Common Stock to which it pertains.
SECTION 3.3. VESTING AND TERM. Each Nonstatutory Employee Option Agreement
shall state the period, if any, before the Option may be exercised, and the
term within which the Option may be exercised; provided, that no Nonstatutory
Employee Option may be exercised after the expiration of ten years from the
date the Option is granted.
SECTION 3.4. OPTION PRICE. Each Nonstatutory Employee Option Agreement
shall state the option price, which may be less than the fair market value of
the Common Stock at the time the Option is granted.
SECTION 3.5. EXERCISE OF OPTIONS AND PAYMENT FOR SHARES. Each Nonstatutory
Employee Option may be exercised only within the term stated in the
Nonstatutory Employee Option Agreement. It shall be exercisable by written
notice identifying the
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<PAGE> 5
Option and stating the number of shares purchased, accompanied by payment of
the full purchase price for the shares purchased. Such notice and payment
shall be delivered personally or mailed by certified mail to the Treasurer of
the Company. Any Nonstatutory Employee Option may be exercised in whole or
in part; provided, that not less than 50 shares may be purchased and no
fractional shares may be purchased on any partial exercise, except on
purchase of all remaining shares covered by the Option.
SECTION 3.6. NON-TRANSFERABILITY. Each Nonstatutory Employee Option
Agreement shall provide that the Option is not transferable by the optionee
otherwise than by will or the laws of descent and distribution, and during
the lifetime of the optionee is exercisable only by the optionee.
SECTION 3.7. TERMINATION OF EMPLOYMENT. Except as stated in paragraphs
(a), (b) and (c) of this Section 3.7, if the employment of the holder of a
Nonstatutory Employee Option, with the Company or a subsidiary, terminates or
is terminated for any reason whatever, whether by the Company, with or
without cause, or by the optionee, all unexercised Nonstatutory Employee
Options held by such optionee shall automatically expire at the same time as
termination of employment.
(a) RETIREMENT. If the holder of a Nonstatutory Employee Option
retires on or after the optionee's 65th birthday, the optionee may exercise
any unexpired Nonstatutory Employee Options held by such optionee within
one year after the date of retirement, or until the expiration date stated
in the Nonstatutory Employee Option Agreement, whichever occurs first.
(b) DISABILITY. If the holder of a Nonstatutory Employee Option is
permanently and totally disabled (within the meaning of Section 22(e)(3) or
any amending or superseding section of the Code) while employed by the
Company or a subsidiary, the optionee may exercise any unexpired
Nonstatutory Employee Options held by such optionee within one year after
the date of such permanent and total disability, or until the expiration
date stated in the Nonstatutory Employee Option Agreement, whichever occurs
first.
(c) DEATH. If the holder of a Nonstatutory Employee Option dies while
employed by the Company or a subsidiary, the optionee's personal
representative, executor or administrator, or person who acquires the right
to exercise the Option by bequest or inheritance or by reason of the
optionee's death, may exercise any unexpired Nonstatutory Employee Options
held by such optionee within one year after the date of death, or
5
<PAGE> 6
until the expiration date stated in the Nonstatutory Employee Option
Agreement, whichever occurs first.
SECTION 4. ADMINISTRATION.
SECTION 4.1. COMMITTEE. All aspects of the Plan relating to Employee
Options shall be administered by a committee of the Board of Directors of the
Company (the "Employee Option Committee"), designated by the Board of
Directors. The Employee Option Committee shall consist of not less than two
members of the Board of Directors, who shall be appointed for such purpose by
the Board. No person shall be eligible to serve on the Employee Option
Committee who, during the one year prior to such service or during such
service, was granted or awarded equity securities, including any derivative
securities, as defined in Rule 16a-1(c) or any amending or superseding rule
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
pursuant to any other plan of the Company or any of its affiliates; except
that recipients of Director Options pursuant to the Jacobson Stock Option
Plan of 1983, as amended (the "1983 Plan"), or pursuant to this Plan, or
both, shall be eligible to serve on the Employee Option Committee. Members
of the Employee Option Committee shall be subject to any additional
restrictions necessary to satisfy the requirements for disinterested
administration of the Plan, as set forth in Rule 16b-3 or any amending or
superseding rule under the Exchange Act. The Board of Directors may remove
members from or add members to the Employee Option Committee, and fill
vacancies on the Employee Option Committee.
SECTION 4.2. COMMITTEE DETERMINATIONS. Subject to the provisions of this
Plan, the Employee Option Committee shall have full power and authority to
make all determinations necessary or advisable with respect to the grant of
Employee Options, including without limitation the persons to whom Employee
Options shall be granted, the number of shares subject to each Employee
Option, the option price, the timing of the grants, whether each Employee
Option will be an Incentive Stock Option or Nonstatutory Employee Option, the
vesting period, if any, before an Employee Option may be exercised, the term
within which it may be exercised, and the other terms and conditions of the
Employee Options and the agreements evidencing same. In making its
determinations, the Employee Option Committee shall consider recommendations
of the senior management of the Company, and may consider any other
information it deems material. The Employee Option Committee's
determinations need not be uniform, and may be made selectively among persons
who receive or are eligible to receive Employee Options, whether or not such
persons are similarly situated.
6
<PAGE> 7
SECTION 4.3. CONDITIONS OF GRANT. The Employee Option Committee may, in
its discretion, as a condition to the grant of any Employee Options, require
any employee who is the recipient of such Option to sign an agreement not to
compete with the Company or any subsidiary during employment or after
termination of employment with the Company or any subsidiary, which agreement
may contain such terms and conditions as the Employee Option Committee
determines.
SECTION 4.4. INTERPRETATIONS. The Employee Option Committee shall have
full power and authority to interpret and construe this Plan, Employee
Options, and the agreements pertaining thereto, and to resolve any questions
arising in connection therewith. All decisions by the Employee Option
Committee shall be final, conclusive, and binding on all persons, including
without limitation the Company, its shareholders, and all persons who may
then or thereafter hold any Employee Options or have any interest therein.
SECTION 4.5. PROCEDURES. The Employee Option Committee may adopt such
procedures, rules and regulations as it considers appropriate; may hold
meetings at such times and places as it determines; and may act at any
meeting on affirmative vote of a majority of the members of the Employee
Option Committee, or without a meeting on written authorization or approval
of all members of the Employee Option Committee.
SECTION 4.6. NON-LIABILITY; INDEMNIFICATION. No member of the Employee
Option Committee shall be liable to any person for any action or
determination in good faith with respect to the Plan or any Employee Options.
Each member of the Employee Option Committee shall be entitled to
indemnification by the Company with respect to all actions as a member of the
Employee Option Committee, to the fullest extent permissible under the
Company's bylaws and the laws of Michigan.
ARTICLE IV.
DIRECTOR OPTIONS
SECTION 1. ELIGIBILITY. Each current director of the Company, and each
person who hereafter becomes a director of the Company, except any full-time
employee of the Company, shall be eligible to receive Director Options as
hereinafter set forth, and is referred to as an "Eligible Director."
SECTION 2. GRANT OF OPTIONS.
(a) Each Eligible Director on May 26, 1994 who received Director
Options pursuant to the 1983 Plan shall receive
7
<PAGE> 8
Director Options pursuant to this Plan to purchase 500 shares of Common
Stock.
(b) Each Eligible Director on May 26, 1994 who did not receive Director
Options pursuant to the 1983 Plan shall receive Director Options pursuant to
this Plan to purchase 1,000 shares of Common Stock.
(c) Each person who becomes an Eligible Director after May 26, 1994 and
while this Plan is in effect shall receive, on the date such person becomes
an Eligible Director, Director Options to purchase 1,000 shares of Common
Stock.
(d) Immediately after each Annual Meeting of Shareholders, commencing with
the 1995 Annual Meeting and continuing as long as this Plan is in effect,
each Eligible Director shall receive Director Options to purchase 500 shares
of Common Stock; provided, that no person shall receive Director Options
pursuant to this paragraph (d) on the same date such person receives Director
Options pursuant to paragraph (b) or (c) of this Section 2.
SECTION 3. TERMS OF DIRECTOR OPTIONS. All Director Options shall be
evidenced by written agreements ("Director Option Agreements"). The Director
Options and Director Option Agreements shall contain in substance the terms in
Sections 3.1 through 3.7.
SECTION 3.1. IDENTIFICATION. Each Director Option Agreement shall
clearly identify the Options covered thereby as Director Options.
SECTION 3.2. NUMBER OF SHARES. Each Director Option Agreement shall
state the number of shares of Common Stock to which it pertains.
SECTION 3.3. TERM. Each Director Option may be exercised at any time
within five years after the date the Option is granted.
SECTION 3.4. OPTION PRICE. Each Director Option Agreement shall state the
option price, which shall be the fair market value of the Common Stock at the
time the Option is granted.
SECTION 3.5. EXERCISE OF OPTIONS AND PAYMENT FOR SHARES. Each Director
Option may be exercised only within the term stated in the Director Option
Agreement. It shall be exercisable by written notice identifying the Option
and stating the number of shares purchased, accompanied by payment of the
full purchase price for the shares purchased. Such notice and payment shall
be delivered personally or mailed by certified mail to the Treasurer of the
Company. Any Director
8
<PAGE> 9
Option may be exercised in whole or in part; provided, that not less than 50
shares may be purchased and no fractional shares may be purchased on any
partial exercise, except on purchase of all remaining shares covered by the
Director Option.
SECTION 3.6. NON-TRANSFERABILITY. Each Director Option Agreement shall
provide that the Option is not transferable by the optionee otherwise than by
will or the laws of descent and distribution, and during the lifetime of the
optionee is exercisable only by the optionee.
SECTION 3.7. TERMINATION OF SERVICE. Except as stated in paragraphs (a)
through (d) of this Section 3.7, if the holder of a Director Option ceases to
be a director of the Company for any reason whatever, all unexercised
Director Options held by such director shall automatically expire at the same
time as termination of service as a director.
(a) RETIREMENT. If the holder of a Director Option retires pursuant to
the Company's retirement policy for directors, the optionee may exercise
any unexpired Director Options held by such optionee within one year after
the date of retirement, or until the expiration date stated in the Director
Option Agreement, whichever occurs first.
(b) NON-ELECTION. If any director is nominated by the Board of
Directors for re-election, but is not re-elected as a director of the
Company, due to any cause except such director's resignation or declination
to serve, the optionee may exercise any unexpired Director Options held by
such optionee within one year after the date of termination of service as a
director, or until the expiration date stated in the Director Option
Agreement, whichever occurs first.
(c) DISABILITY. If the holder of a Director Option is permanently and
totally disabled (within the meaning of Section 22(e)(3) or any amending or
superseding section of the Code), the optionee may exercise any unexpired
Director Options held by such optionee within one year after the date of
such permanent and total disability, or until the expiration date stated in
the Director Option Agreement, whichever occurs first.
(d) DEATH. If the holder of a Director Option dies, the optionee's
personal representative, executor or administrator, or person who acquires
the right to exercise the Option by bequest or inheritance or by reason of
the optionee's death, may exercise any unexpired Director Options held by
such optionee within
9
<PAGE> 10
one year after the date of death, or until the expiration date stated in
the Director Option Agreement, whichever occurs first.
SECTION 4. ADMINISTRATION.
SECTION 4.1. COMMITTEE. If any aspects of the Plan relating to Director
Options require administration or interpretation, such administration or
interpretation shall be performed by a special committee of the Board of
Directors of the Company (the "Director Option Committee"), which shall
consist of all members of the Board of Directors who do not have and are not
eligible to receive Director Options.
SECTION 4.2. DECISIONS. All decisions by the Director Option Committee
shall be final, conclusive and binding on all persons, including without
limitation the Company, its shareholders, and all persons who may then or
thereafter hold any Director Options or have any interest therein.
SECTION 4.3. PROCEDURES. The Director Option Committee may adopt such
procedures, rules and regulations as it considers appropriate; may hold
meetings at such times and places as it determines; and may act at any
meeting on affirmative vote of a majority of the members of the Director
Option Committee, or without a meeting on written authorization or approval
of all members of the Director Option Committee.
SECTION 4.4. NON-LIABILITY; INDEMNIFICATION. No member of the Director
Option Committee shall be liable to any person for any action or
determination in good faith with respect to the Plan or any Director Options.
Each member of the Director Option Committee shall be entitled to
indemnification by the Company with respect to all actions as a member of the
Director Option Committee, to the fullest extent permissible under the
Company's bylaws and the laws of Michigan.
ARTICLE V.
MISCELLANEOUS PROVISIONS
SECTION 1. RIGHTS AS A SHAREHOLDER. No holder of any Option shall have any
rights as a shareholder of the Company with respect to any shares covered by
the Option until the issuance of the shares on exercise of the Option.
SECTION 2. OPTIONEE'S EMPLOYMENT. No Employee Option and no agreement
pertaining thereto shall confer on the optionee any right with respect to
continuation of employment, nor affect any right of the Company or any
subsidiary to terminate employment.
10
<PAGE> 11
SECTION 3. ADJUSTMENTS.
(a) ANTI-DILUTION. In the event of a stock dividend or distribution,
split-up or combination, exchange of shares, recapitalization, merger,
consolidation, corporate acquisition or separation, reorganization, or
comparable corporate transaction, appropriate adjustments (to be determined by
the Board of Directors of the Company or the Employee Option Committee with
respect to Employee Options, and to be determined by the Director Option
Committee with respect to Director Options) shall automatically be made in the
number and/or kind of shares of stock authorized by this Plan deliverable on
the exercise of Options, the option price, or any combination thereof, to
maintain the proportionate interest of the optionees and preserve the value of
the options, so that optionees shall have the right thereafter to receive on
the exercise of Options the kind and amount of shares of Common Stock or other
securities or property which they would have been entitled to receive if they
had exercised the Options immediately prior to the effective time of such
transaction.
(b) LIQUIDATION OR CHANGE IN CONTROL. In the event of any dissolution or
liquidation of the Company, or any merger, consolidation, or other corporate
transaction, in which the Company is not the surviving entity, the vesting
period of all unvested and partially vested Options shall automatically be
accelerated, and all such Options shall be exercisable in full immediately
prior to the effective time of such transaction. The Company shall give to
each holder of Employee Options written notice of such transaction or
proposed transaction at least thirty days prior to the effective time of the
transaction, or, if thirty days' prior written notice is not feasible, then
such notice as is feasible under the circumstances, so that the holders of
such Options will have the opportunity to exercise them prior to the
effective time of the transaction.
(c) EXCEPTION. Notwithstanding the provisions of paragraphs (a) and (b) of
this Section 3, no adjustment shall be made with respect to Incentive Stock
Options that would result in their disqualification as Incentive Stock
Options under the applicable provisions of the Code and regulations
thereunder.
SECTION 4. WITHHOLDING. Whenever the Company issues or transfers shares of
Common Stock under this Plan, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal,
state and local tax withholding requirements prior to the delivery of any
certificates for the shares.
11
<PAGE> 12
SECTION 5. AMENDMENTS TO PLAN. The Board of Directors of the Company at any
time may amend, suspend or discontinue this Plan or amend any Options; except
that, without approval of the shareholders before or within twelve months after
such amendment, no amendment shall (i) materially increase the maximum number
of shares that may be issued on exercise of Options pursuant to this Plan
(except pursuant to Section 3 of this Article V, (ii) materially modify the
class of employees eligible to receive Employee Options, (iii) reduce the
option price (except pursuant to Section 3 of this Article V), (iv) materially
increase the benefits to any director or officer of the Company or any
subsidiary who is subject to the restrictions of Section 16(b) of the Exchange
Act, (v) amend any of the provisions of Article IV or amend any Director
Options, or (vi) extend the term of the Plan. This Plan may not be amended in
any manner that will cause Incentive Stock Options to fail to meet the
applicable requirements under Section 422 of the Code and regulations
thereunder. No amendment or termination shall adversely affect rights of any
optionee under any Options previously granted, without the consent of the
optionee. The provisions of this Plan relating to the eligibility of directors
and/or officers of the Company to receive Options, and the amount, price and
timing of grants of Options to directors and/or officers of the Company, shall
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder.
SECTION 6. NONEXCLUSIVITY. Nothing contained in this Plan shall limit the
authority of the Company to grant options otherwise than under this Plan, or to
assume options of any other entity in connection with any merger, acquisition,
or other corporate transaction. Participation in this Plan shall not affect an
employee's eligibility to participate in other employee benefit plans of the
Company.
SECTION 7. CONSTRUCTION. This Plan and the Options shall be construed
according to the laws of Michigan. Article and section headings are for
convenience only, and shall not affect the construction of any provision.
SECTION 8. SUCCESSORS AND ASSIGNS. This Plan and the Options and agreements
pertaining thereto shall be binding on and enforceable by the Company and each
optionee, and their successors in interest.
SECTION 9. EFFECTIVE DATE AND DURATION. This Plan is effective on adoption
by the Board of Directors and approval by the shareholders of the Company on
May 26, 1994. Options may be granted under this Plan at any time on or before
May 25, 2004, but not thereafter.
12
<PAGE> 1
EXHIBIT 4(b)
JACOBSON STORES INC.
EXECUTIVE OFFICES
3333 SARGENT ROAD
JACKSON, MICHIGAN 49201
JACOBSON STOCK OPTION PLAN OF 1994
EMPLOYEE STOCK OPTION AGREEMENT
(INCENTIVE STOCK OPTION)
JACOBSON STORES INC., a Michigan corporation (the "Company"), and
("Optionee"), agree as follows:
1. GRANT OF OPTION. The Company grants Optionee the Option to purchase
shares of Common Stock of the Company, par value $1 per share.
2. DATE OF THIS OPTION AGREEMENT: .
3. PLAN. This Option Agreement is subject to the terms of the Jacobson Stock
Option Plan of 1994 (the "Plan"). Optionee acknowledges receipt of a copy of
the Plan. Terms defined in the Plan have the same meanings in this Option
Agreement.
4. TERMS OF OPTION.
4.1 TYPE OF OPTION. This is an Incentive Stock Option.
4.2 VESTING PERIOD. This Option may not be exercised before
.
(Delete if inapplicable)
4.3 TERM. This Option may not be exercised after .
4.4 OPTION PRICE: $ per share.
4.5 EXERCISE OF OPTION AND PAYMENT FOR SHARES. This Option may be
exercised only within the term stated above. It shall be
exercisable by written notice identifying the Option and stating
the number of shares purchased, accompanied by payment of the full
purchase price for the shares purchased. Such notice and payment
shall be delivered personally or mailed by certified mail to the
Treasurer of the Company. This Option may be exercised in whole
or in part; provided, that not less than 50 shares may be
purchased and no fractional shares may be purchased on any partial
exercise, except on
<PAGE> 2
purchase of all remaining shares covered by this Option.
4.6 NON-TRANSFERABILITY. This Option is not transferable by Optionee
otherwise than by will or the laws of descent and distribution, and
during the lifetime of Optionee is exercisable only by Optionee.
4.7 TERMINATION OF SERVICE. Except as stated in paragraphs (a), (b) and
(c) of this Section 4.7, if Optionee's employment with the Company or
a subsidiary terminates or is terminated for any reason whatever,
whether by the Company, with or without cause, or by Optionee, all
unexercised Options held by Optionee shall automatically expire at
the same time as termination of employment.
(a) RETIREMENT. If Optionee retires on or after Optionee's 65th
birthday, Optionee may exercise any unexpired Options held by
Optionee within three months after the date of retirement, or
until the expiration date stated in Section 4.3, above,
whichever occurs first.
(b) DISABILITY. If Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) or any amending or
superseding section of the Internal Revenue Code), while
employed by the Company or a subsidiary, Optionee may exercise
any unexpired Options held by Optionee within one year after
the date of such permanent and total disability, or until the
expiration date stated in Section 4.3, whichever occurs first.
(c) DEATH. If Optionee dies while employed by the Company or a
subsidiary, Optionee's personal representative, executor or
administrator, or person who acquires the right to exercise
Options by bequest or inheritance or by reason of Optionee's
death, may exercise any unexpired Options held by Optionee
within one year after the date of death, or until the
expiration date stated in Section 4.3, whichever occurs first.
4.8 HOLDING PERIOD; DISQUALIFYING DISPOSITIONS. No disposition of any
shares of Common Stock issuable on exercise of this Option shall be
made by Optionee within two years from the date of the grant of this
Option nor within one year after the transfer of such shares to
Optionee on exercise of the Option.
2
<PAGE> 3
Optionee agrees to inform the Company in writing before
making any sale, transfer, assignment or other disposition of any of
the shares before the expiration of said holding period.
5. EMPLOYMENT. Optionee understands that this Option Agreement does not
confer any right with respect to continuation of employment, nor affect any
right of the Company or subsidiary to terminate employment.
6. ADJUSTMENTS. Optionee understands that the number and/or kind of shares
of stock deliverable on exercise of Options, the option price, or both, are
subject to adjustment, and any vesting period is subject to acceleration, on
the occurrence of certain events referred to in Article V, Section 3 of the
Plan.
7. ADMINISTRATION. Optionee understands that the Plan is administered by the
Employee Option Committee (the "Committee") appointed by the Board of Directors
of the Company. The Committee has full power and authority to interpret and
construe the Plan and the Options, and to resolve any questions. All decisions
by the Committee shall be final, conclusive, and binding on all persons.
8. CONSTRUCTION. This Option Agreement shall be construed according to the
laws of Michigan.
9. SUCCESSORS AND ASSIGNS. This Option Agreement shall be binding on and
enforceable by the Company and Optionee, and their successors in interest.
JACOBSON STORES INC. OPTIONEE
By:
(Signature)
Its Type name:
Address:
3
<PAGE> 1
EXHIBIT 4(c)
JACOBSON STORES INC.
EXECUTIVE OFFICES
3333 SARGENT ROAD
JACKSON, MICHIGAN 49201
JACOBSON STOCK OPTION PLAN OF 1994
EMPLOYEE STOCK OPTION AGREEMENT
(NONSTATUTORY EMPLOYEE OPTION)
JACOBSON STORES INC., a Michigan corporation (the "Company"), and
("Optionee"), agree as follows:
1. GRANT OF OPTION. The Company grants Optionee the Option to purchase
shares of Common Stock of the Company, par value $1 per share.
2. DATE OF THIS OPTION AGREEMENT: .
3. PLAN. This Option Agreement is subject to the terms of the Jacobson Stock
Option Plan of 1994 (the "Plan"). Optionee acknowledges receipt of a copy of
the Plan. Terms defined in the Plan have the same meanings in this Option
Agreement.
4. TERMS OF OPTION.
4.1 TYPE OF OPTION. This is a Nonstatutory Employee Option.
4.2 VESTING PERIOD. This Option may not be exercised before
.
(Delete if inapplicable)
4.3 TERM. This Option may not be exercised after .
4.4 OPTION PRICE: $ per share.
4.5 EXERCISE OF OPTION AND PAYMENT FOR SHARES. This Option may be
exercised only within the term stated above. It shall be
exercisable by written notice identifying the Option and stating the
number of shares purchased, accompanied by payment of the full
purchase price for the shares purchased. Such notice and payment
shall be delivered personally or mailed by certified mail to the
Treasurer of the Company. This Option may be exercised in whole or
in part; provided, that not less than 50 shares may be purchased and
no fractional shares may be purchased on any partial exercise, except
on
<PAGE> 2
purchase of all remaining shares covered by this Option.
4.6 NON-TRANSFERABILITY. This Option is not transferable by Optionee
otherwise than by will or the laws of descent and distribution, and
during the lifetime of Optionee is exercisable only by Optionee.
4.7 TERMINATION OF SERVICE. Except as stated in paragraphs (a), (b)
and (c) of this Section 4.7, if Optionee's employment with the
Company or a subsidiary terminates or is terminated for any reason
whatever, whether by the Company, with or without cause, or by
Optionee, all unexercised Options held by Optionee shall
automatically expire at the same time as termination of employment.
(a) RETIREMENT. If Optionee retires on or after Optionee's 65th
birthday, Optionee may exercise any unexpired Options
held by Optionee within one year after the date of retirement,
or until the expiration date stated in Section 4.3, above,
whichever occurs first.
(b) DISABILITY. If Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) or any amending
or superseding section of the Internal Revenue Code), while
employed by the Company or a subsidiary, Optionee may exercise
any unexpired Options held by Optionee within one year after the
date of such permanent and total disability, or until the
expiration date stated in Section 4.3, whichever occurs first.
(c) DEATH. If Optionee dies while employed by the Company or a
subsidiary, Optionee's personal representative, executor
or administrator, or person who acquires the right to exercise
Options by bequest or inheritance or by reason of Optionee's
death, may exercise any unexpired Options held by Optionee
within one year after the date of death, or until the expiration
date stated in Section 4.3, whichever occurs first.
5. EMPLOYMENT. Optionee understands that this Option Agreement does not
confer any right with respect to continuation of employment, nor affect any
right of the Company or subsidiary to terminate employment.
2
<PAGE> 3
6. ADJUSTMENTS. Optionee understands that the number and/or kind of shares
of stock deliverable on exercise of Options, the option price, or both, are
subject to adjustment, and any vesting period is subject to acceleration, on
the occurrence of certain events referred to in Article V, Section 3 of the
Plan.
7. ADMINISTRATION. Optionee understands that the Plan is administered by the
Employee Option Committee (the "Committee") appointed by the Board of Directors
of the Company. The Committee has full power and authority to interpret and
construe the Plan and the Options, and to resolve any questions. All decisions
by the Committee shall be final, conclusive, and binding on all persons.
8. CONSTRUCTION. This Option Agreement shall be construed according to the
laws of Michigan.
9. SUCCESSORS AND ASSIGNS. This Option Agreement shall be binding on and
enforceable by the Company and Optionee, and their successors in interest.
JACOBSON STORES INC. OPTIONEE
By:
(Signature)
Its Type name:
Address:
3
<PAGE> 1
EXHIBIT 4(d)
JACOBSON STORES INC.
EXECUTIVE OFFICES
3333 SARGENT ROAD
JACKSON, MICHIGAN 49201
JACOBSON STOCK OPTION PLAN OF 1994
DIRECTOR OPTION AGREEMENT
JACOBSON STORES INC., a Michigan corporation (the "Company"), and
("Optionee"), agree as follows:
1. GRANT OF OPTION. The Company grants Optionee the Option to purchase
shares of Common Stock of the Company, par value $1 per share.
2. DATE OF THIS OPTION AGREEMENT: .
3. PLAN. This Option Agreement is subject to the terms of the Jacobson Stock
Option Plan of 1994 (the "Plan"). Optionee acknowledges receipt of a copy of
the Plan. Terms defined in the Plan have the same meanings in this Option
Agreement.
4. TERMS OF OPTION.
4.1 TYPE OF OPTION. This is a Nonstatutory Stock Option.
4.2 TERM. The term of this Option is five years. This Option may not be
exercised after .
4.3 OPTION PRICE: $ per share.
4.4 EXERCISE OF OPTION AND PAYMENT FOR SHARES. This Option may be
exercised only within the term stated above. It shall be
exercisable by written notice identifying the Option and stating the
number of shares purchased, accompanied by payment of the full
purchase price for the shares purchased. Such notice and payment
shall be delivered personally or mailed by certified mail to the
Treasurer of the Company. This Option may be exercised in whole or
in part; provided, that not less than 50 shares may be purchased and
no fractional shares may be purchased on any partial exercise, except
on purchase of all remaining shares covered by this Option.
4.5 NON-TRANSFERABILITY. This Option is not transferable by Optionee
otherwise than by will or
<PAGE> 2
the laws of descent and distribution, and during the lifetime of
Optionee is exercisable only by Optionee.
4.6 TERMINATION OF SERVICE. Except as stated in paragraphs (a) through
(d) of this Section 4.6, if Optionee ceases to be a director of the
Company for any reason whatever, all unexercised Options held by
Optionee shall automatically expire at the same time as termination
of service as a director.
(a) RETIREMENT. If Optionee retires pursuant to the Company's
retirement policy for directors, Optionee may exercise any
unexpired Options held by Optionee within one year after the
date of retirement, or until the expiration date stated in
Section 4.2, above, whichever occurs first.
(b) NON-ELECTION. If Optionee is nominated by the Board of
Directors for re-election, but is not re-elected as a
director of the Company, due to any cause except Optionee's
resignation or declination to serve, Optionee may exercise any
unexpired Options held by Optionee within one year after the
date of termination of service as a director, or until the
expiration date stated in Section 4.2, whichever occurs first.
(c) DISABILITY. If Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) or any amending or
superseding section of the Internal Revenue Code), Optionee may
exercise any unexpired Options held by Optionee within one year
after the date of such permanent and total disability, or until
the expiration date stated in Section 4.2, whichever occurs
first.
(d) DEATH. If Optionee dies, Optionee's personal representative,
executor or administrator, or person who acquires the right to
exercise Options by bequest or inheritance or by reason of
Optionee's death, may exercise any unexpired Options held by
Optionee within one year after the date of death, or until the
expiration date stated in Section 4.2, whichever occurs first.
5. ADJUSTMENTS. Optionee understands that the number and/or kind of shares
of stock deliverable on exercise of Options, the option price, or both, are
subject to adjustment on the occurrence of certain events referred to in
Article V, Section 3 of the Plan.
2
<PAGE> 3
6. CONSTRUCTION. This Option Agreement shall be construed according to the
laws of Michigan.
7. SUCCESSORS AND ASSIGNS. This Option Agreement shall be binding on and
enforceable by the Company and Optionee, and their successors in interest.
JACOBSON STORES INC. OPTIONEE
By:
(Signature)
Its Type name:
Address:
3
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 4, 1994
included (or incorporated by reference) in Jacobson Stores Inc.'s Form 10K for
the year ended January 29, 1994 and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN & CO.
Detroit, Michigan,
May 2, 1994.
<PAGE> 1
EXHIBIT 23(b)
LAW OFFICES
ROSENFELD, GROVER & FRANG, P.C.
601 SOUTH JACKSON STREET
P.O. BOX 1405
JACKSON, MICHIGAN 49204
TELEPHONE (517)788-6270
FAX (517)788-9893
RICHARD Z. ROSENFELD
ROBERT M. GROVER
JAMES E. FRANG
May 4, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Re: Jacobson Stores Inc.
Gentlemen:
As counsel for Jacobson Stores Inc., a Michigan corporation (the
"Registrant"), we have assisted in preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to which this consent is an exhibit,
filed with the Securities and Exchange Commission on the date hereof, with
respect to 400,000 Options under the Jacobson Stock Option Plan of 1994,
400,000 shares of the Registrant's Common Stock, $1 par value, issuable on
exercise of said Options, and such indeterminate number of shares of Common
Stock as may be required for issuance as a result of any adjustment in the
number of shares issuable on the exercise of said Options.
We hereby consent to all references to this firm in the Registration
Statement.
Very truly yours,
ROSENFELD, GROVER & FRANG, P.C.
/s/ Richard Z. Rosenfeld
By:
RZR/mas Richard Z. Rosenfeld
