<PAGE> 1
Registration No. 33-52119-02
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
Post-Effective Amendment No. 2
on
FORM S-8
to
Form S-4
Registration Statement
Under
The Securities Act of 1933*
____________
AT&T Corp.
A New York I.R.S. Employer
Corporation No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
____________
MCCAW CELLULAR COMMUNICATIONS, INC.
1987 Stock Option Plan
____________
Agent for Service
S. L. Prendergast, Vice President and Treasurer
32 Avenue of the Americas, New York, New York 10013-2412
(212) 387-5400
____________
Please send copies of all communications to:
Marilyn J. Wasser, Vice President - Law and Secretary
32 Avenue of the Americas, New York, New York 10013-2412
____________
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF
SECURITIES PURSUANT TO THE PLAN: Promptly after the filing of
this Post-Effective Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such Form
S-4 Registration Statement pursuant to the procedure
described herein. See "INTRODUCTORY STATEMENT".
<PAGE> 2
INTRODUCTORY STATEMENT
AT&T Corp. ("AT&T") hereby amends its Registration Statement
on Form S-4 (No. 33-52119) (the "Form S-4"), by filing this
Post-Effective Amendment No. 2 on Form S-8 (the "Post-Effective
Amendment") relating to the sale of up to 29,600 shares of the
common stock, par value $1.00 per share, of AT&T ("AT&T Common
Stock") issuable upon the exercise of stock options granted under
the McCaw Cellular Communications, Inc. 1987 Stock Option Plan
(the "Plan").
On September 19, 1994, Ridge Merger Corporation, a Delaware
Corporation and a wholly owned subsidiary of AT&T, was merged
into McCaw Cellular Communications, Inc., a Delaware Corporation
("McCaw"). As a result of such merger (the "Merger"), McCaw has
become a wholly owned subsidiary of AT&T and each outstanding
share (other than shares owned by AT&T, McCaw or any direct or
indirect wholly owned subsidiary of AT&T or McCaw) of common
stock, par value $.01 per share, of McCaw ("McCaw Common Stock"),
has been converted into one(1) share of common stock, par value
$1.00 per share, of AT&T. Pursuant to the Merger, each
outstanding option issued pursuant to the Plan will no longer be
exercisable for shares of McCaw Common Stock but, instead, will
constitute an option to acquire, on the same terms and conditions
as were applicable under such option, shares of AT&T Common Stock
in lieu of shares of McCaw Common Stock.
The designation of the Post-Effective Amendment as
Registration No. 33-52119-02 denotes that the Post-Effective
Amendment relates only to the shares of AT&T Common Stock
issuable upon exercise of stock options under the Plan and that
this is the second Post-Effective Amendment to the Form S-4 filed
with respect to such shares.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by AT&T with the
Securities and Exchange Commission ("SEC") and are incorporated
herein by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended
December 31, 1993;
(2) AT&T's Quarterly Report on Form 10-Q for the periods
ended March 31, 1994 and June 30, 1994; and
(3) AT&T's Current Reports on Form 8-K dated January 14,
1994, January 27, 1994, March 4, 1994, March 23, 1994,
April 5, 1994, August 16, 1993, as amended (filed April
19, 1994), April 22, 1994, August 16, 1993, as amended
(filed May 20, 1994), May 26, 1994, July 15, 1994,
August 16, 1993, as amended (filed August 23, 1994),
August 25, 1994 and September 14, 1994;
(4) The description of AT&T Common Stock contained in the
registration statement filed under the Securities
Exchange Act of 1934, as amended ("Exchange Act"),
including any amendment or report filed for the purpose
of updating such description.
All documents, filed subsequent to the date hereof by AT&T
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); PROVIDED,
HOWEVER, that the documents enumerated above or subsequently
filed by AT&T pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act in each year during which the offering made
hereby is in effect prior to the filing with the SEC of AT&T's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference herein or
be a part hereof from and after the filing of such Annual Report
on Form 10-K.
Any statement contained in an Incorporated Document or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that
a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not Applicable.
1
<PAGE> 4
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a
director or officer of a corporation is entitled, under specified
circumstances, to indemnification by the corporation against
reasonable expenses, including attorney's fees, incurred by
him/her in connection with the defense of a civil or criminal
proceeding to which he/she has been made, or threatened to be
made, a party by reason of the fact that he/she was such director
or officer. In certain circumstances, indemnity is provided
against judgments, fines and amounts paid in settlement. In
general, indemnification is available where the director or
officer acted in good faith, for a purpose he/she reasonably
believed to be in the best interests of the corporation.
Specific court approval is required in some cases. The foregoing
statement is subject to the detailed provisions of Sections 715,
717 and 721-725 of the New York Business Corporation Law ("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a
resolution of shareholders, (ii) a resolution of directors or
(iii) an agreement providing for such indemnification, to the
fullest extent permitted by applicable law, to provide
indemnification and to advance expenses to its directors and
officers in respect of claims, actions, suits or proceedings
based upon, arising from, relating to or by reason of the fact
that any such director or officer serves or served in such
capacity with AT&T or at the request of AT&T in any capacity with
any other enterprise.
AT&T has entered into contracts with its officers and
directors, pursuant to the provisions of BCL Section 721, by
which it will be obligated to indemnify such persons, to the
fullest extent permitted by the BCL, against expenses, fees,
judgments, fines and amounts paid in settlement in connection
with any present or future threatened, pending or completed
action, suit or proceeding based in any way upon or related to
the fact that such person was an officer or director of AT&T or,
at the request of AT&T, an officer, director or other partner,
agent, employee or trustee of another enterprise. The
contractual indemnification so provided will not extend to any
situation where a judgment or other final adjudication adverse to
such person establishes that his/her acts were committed in bad
faith or were the result of active and deliberate dishonesty or
that there inured to such person a financial profit or other
advantage.
2
<PAGE> 5
The directors and officers of AT&T are covered by insurance
policies indemnifying against certain liabilities, including
certain liabilities arising under the Securities Act of 1933
("1933 Act"), which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibits identified in parentheses below, on file with the
SEC, are incorporated herein by reference as exhibits hereto.
Exhibit
Number
4-A McCaw Cellular Communications, Inc. Amended and
Restated 1987 Stock Option Plan.
4-B Restated Certificate of Incorporation of the
registrant filed January 10, 1989, Certificate of
Change to Restated Certificate of Incorporation
dated March 18, 1992, Certificate of Amendment to
Restated Certificate of Incorporation dated June
1, 1992, and Certificate of Amendment to the
Certificate of Incorporation dated April 20, 1994,
(Exhibit 4-B to Registration Statement No. 33-
53765).
5-A Opinion of Marilyn J. Wasser, Vice President - Law
and Secretary of the registrant, as to the
legality of the securities to be issued.
5-B Opinion of H. John Hokenson, General Attorney of
the registrant, as to the legality of the
securities to be issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the
opinion of counsel filed as Exhibit 5-A.
23-C Consent of Arthur Andersen & Co.
23-D Consent of Ernst & Young LLP.
23-E Consent of H. John Hokenson is contained in the
opinion of counsel filed as Exhibit 5-B.
24 Power of Attorney executed by Vice President and
Controller who signed this Post-Effective
Amendment.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act; 3
<PAGE> 6
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to
such information in this registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
registration statement.
(2) The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) 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.
(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the 1933 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 SEC such indemnification is against public
policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue. 4
<PAGE> 7
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this post-effective
amendment on Form S-8 to the registration statement on Form S-4
(Registration No. 33-52119-02) and has duly caused this post-effective
amendment on Form S-8 to the registration statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in The
City of New York, State of New York, on the 19th day of September, 1994.
AT&T CORP.
By (S. L. Prendergast, Vice President and
Treasurer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this post-effective amendment on Form S-8 to the registration
statement on Form S-4 (Registration No. 33-52119-02) has been signed below
by the following persons in the capacities and on the date indicated.
Principal Executive Officer: #
#
R. E. Allen Chairman #
of the Board #
#
#
Principal Financial Officer: #
#
R. W. Miller Chief Financial #
Officer #
###
#
# By (S. L. Prendergast)
# attorney-in-fact)*
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # September 19, 1994
#
Directors: #
#
R. E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Donald F. McHenry #
Victor A. Pelson #
Donald S. Perkins #
Henry B. Schacht #
Michael I. Sovern #
Franklin A. Thomas # *by power of attorney
Joseph D. Williams #
Thomas H. Wyman #
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number
4-A McCaw Cellular Communications, Inc. Amended and Restated
1987 Stock Option Plan.
4-B Restated Certificate of Incorporation of the registrant
filed January 10, 1989, Certificate of Change to
Restated Certificate of Incorporation dated March 18,
1992, Certificate of Amendment to Restated Certificate
of Incorporation dated June 1, 1992, and Certificate of
Amendment to the Certificate of Incorporation dated
April 20, 1994, (Exhibit 4-B to Registration Statement
No. 33-53765).
5-A Opinion of Marilyn J. Wasser, Vice President - Law and
Secretary of the registrant, as to the legality of the
securities to be issued.
5-B Opinion of H. John Hokenson, General Attorney of the
registrant, as to the legality of the securities to be
issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the opinion
of counsel filed as Exhibit 5-A.
23-C Consent of Arthur Andersen & Co.
23-D Consent of Ernst & Young LLP.
23-E Consent of H. John Hokenson is contained in the opinion
of counsel filed as Exhibit 5-B.
24 Power of Attorney executed by Vice President and
Controller who signed this Post-Effective Amendment.
<PAGE> 1 Exhibit 4-A
October 31, 1991
CONFORMED COPY*
AMENDED AND RESTATED
McCAW CELLULAR COMMUNICATIONS, INC.
1987 STOCK OPTION PLAN
McCAW CELLULAR COMMUNICATIONS, INC., a corporation organized under the
laws of the State of Delaware, hereby adopts this Amended and Restated 1987
Stock Option Plan. The purposes of this Plan are as follows:
(1) To further the growth, development and financial success of the
Company by providing additional incentives to certain of its executive and
other key Employees who have been or will be given responsibility for the
management or administration of the Company's business affairs, by
assisting them to become owners of capital stock of the Company and thus to
benefit directly from its growth, development and financial success.
(2) To enable the Company to obtain and retain the services of the
type of professional, technical and managerial employees and other persons
considered essential to the long-range success of the Company by providing
and offering them an opportunity to become owners of capital stock of the
Company under "non-qualified" options which do not qualify under Section
422 of the Internal Revenue Code of 1986, as amended.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have
the meaning specified below unless the context clearly indicates to the
contrary. The masculine pronoun shall include the feminine and neuter and
the singular shall include the plural, where the context so indicates.
Section 1.1 - Board
"Board" shall mean the Board of Directors of the Company or the
Executive Committee thereof.
Section 1.2 - Code
"Code" shall mean the Internal Revenue Code of 1986, as amended.
_____________________________
* This document sets forth the Amended and Restated 1987 Stock Option
Plan plus amendments thereto adopted March 5, 1991 and May 7, 1991. The
Amended and Restated 1987 Stock Option Plan was adopted on February 13,
1989 and replaced in its entirety the original 1987 Stock Option Plan
adopted August 14, 1987.
<PAGE>
<PAGE> 2
Section 1.3 - Committee
"Committee" shall mean the Stock Option Committee of the Board,
appointed as provided in Section 7.1.
Section 1.4 - Company
"Company" shall mean McCaw Cellular Communications, Inc., a Delaware
corporation.
Section 1.5 - Director
"Director" shall mean a member of the Board.
Section 1.6 - Employee
"Employee" shall mean any employee (as defined in accordance with the
Regulations and Revenue Rulings then applicable under Section 3401(c) of
the Code) of the Company, or of any corporation which is then a Parent
Corporation or Subsidiary, whether such employee is so employed at the time
this Plan is adopted or becomes so employed subsequent to the adoption of
this Plan.
Section 1.7 - Fair Market Value
"Fair Market Value" of a share of the Company's stock as of a given
date shall be: (i) the closing price of a share of the Company's stock on
the principal exchange on which shares of the Company's stock are then
trading, if any, on the day previous to such date, or if shares were not
traded on the day previous to such dates, then on the next preceding
trading day during which a sale occurred; or (ii) if such stock is not
traded on an exchange but is quoted on NASDAQ or a successor quotation
system, (l) the last sales price (if the stock is then listed as a National
Market Issue under the NASD National Market System) or (2) the mean between
the closing representative bid and asked prices (in all other cases) for
the stock on the day previous to such date as reported by NASDAQ or such
successor quotation system; or (iii) if such stock is not publicly traded
on an exchange and not quoted on NASDAQ or a successor quotation system,
the mean between the closing bid and asked prices for the stock, on the day
previous to such date, as determined in good faith by the Committee; or
(iv) if the Company's stock is not publicly traded, the fair market value
established by the Committee acting in good faith.
Section 1.8 - Officer
"Officer" shall mean an officer of the Company, any Parent Corporation
or any Subsidiary.
Section 1.9 - Option
"Option" shall mean an option to purchase capital stock of the Company
granted under the Plan. <PAGE>
<PAGE> 3
Section 1.10 - Optionee
"Optionee" shall mean an Employee to whom an Option or Stock
Appreciation Right is granted under the Plan.
Section 1.11 - Parent Corporation
"Parent Corporation" shall mean any corporation in an unbroken chain
of corporations ending with the Company if each of the corporations other
than the Company then owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
Section 1.12 - Plan
"Plan" shall mean this Amended and Restated McCaw Cellular
Communications, Inc. 1987 Stock Option Plan.
Section 1.13 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.14 - Securities Act
"Securities Act" shall mean the Securities Act of 1933, as amended.
Section 1.15 - Service
"Service" of an Employee, expressed in days, shall mean his period of
elapsed time which, or the sum of such periods each of which, is measured
from (a) his first day of employment as an Employee, or his first day of
employment as an Employee following a Termination of Employment, as the
case may be, to (b) the day of his Termination of Employment.
Section 1.16 - Special Committee
"Special Committee" shall mean the Special Committee, appointed as
provided in Section 7.4.
Section 1.17 - Stock Appreciation Right
"Stock Appreciation Right" shall mean a stock appreciation right
granted under the Plan.
<PAGE>
<PAGE> 4
Section 1.18 - Subsidiary
"Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing
50% or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain. "Subsidiary" shall also mean
any partnership in which the Company and/or any Subsidiary owns more than
50% of the capital or profits interests.
Section 1.19 - Termination of Employment
"Termination of Employment" shall mean the time when the employee-
employer relationship between the Optionee and the Company, a Parent
Corporation or a Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by
resignation, discharge, death or retirement, but excluding terminations
where there is a simultaneous reemployment by the Company, a Parent
Corporation or a Subsidiary. The Committee, in its absolute discretion,
shall determine the effect of all other matters and questions relating to
Termination of Employment, including, but not by way of limitation, the
question of whether a Termination of Employment resulted from a discharge
for good cause, and all questions of whether particular leaves of absence
constitute Terminations of Employment.
Section 1.20 - Years of Service
"Years of Service" of an Employee, measured in years and determined as
of the point in time in question, shall mean 1/365th of his days of Service
(ignoring any fraction in the result).
ARTICLE II
SHARES SUBJECT TO PLAN
Section 2.1 - Shares Subject to Plan
The shares of capital stock subject to Options shall be shares of the
Company's Class A common stock. The aggregate number of such shares which
may be issued upon exercise of Options shall not exceed 319,000.
Section 2.2 - Unexercised Options
If any Option expires or is cancelled without having been fully
exercised, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration or cancellation may again
be optioned hereunder, subject to the limitations of Section 2.1.
<PAGE> 5
Section 2.3 - Exercised Stock Appreciation Rights
To the extent that a Stock Appreciation Right shall have been
exercised, the number of shares subject to the related Option, or portion
thereof, may again be optioned hereunder, subject to the limitations of
Section 2.1.
Section 2.4 - Changes in Company's Shares
In the event that the outstanding shares of stock subject to Options
of the Company are hereafter changed into or exchanged for a different
number or kind of shares or other securities of the Company, or of another
corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, or the number of such shares is
increased or decreased by reason of a stock split-up, stock dividend,
combination of shares or any other increase or decrease in the number of
such shares of stock subject to Options effected without receipt of
consideration by the Company (provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration"), the Committee shall make
appropriate adjustments in the number and kind of shares for the purchase
of which Options may be granted, including adjustments of the limitations
in Section 2.1 on the maximum number and kind of shares which may be issued
on exercise of Options.
ARTICLE III
GRANTING OF OPTIONS
Section 3.1 - Eligibility
Any executive or other key Employee of the Company or of any
corporation which is then a Parent Corporation or a Subsidiary shall be
eligible to be granted Options, except as provided in Section 7.4(a).
Section 3.2 - Granting of Options
(a) The Committee shall from time to time, in its absolute
discretion:
(i) Determine which Employees are executive or other key
Employees and select from among the executive or other key
Employees (including Employees to whom Options and/or Stock
Appreciation Rights have previously been granted under the Plan)
such of them as in its opinion should be granted Options; and
<PAGE> 6
(ii) Determine the number of shares to be subject to
such Options granted to such selected executive or other key
Employees; and
(iii) Determine the terms and conditions of such
Options, consistent with the Plan.
(b) Upon the selection of an Employee to be granted an Option, the
Committee shall instruct the Secretary to issue such Option and may impose
such conditions to the grant of such Option as it deems appropriate.
Without limiting the generality of the preceding sentence, the Committee
may, in its discretion and on such terms as it deems appropriate, require
as a condition to the grant of an Option to an Employee that the Employee
surrender for cancellation some or all of the unexercised Options which
have been previously granted to him. An Option the grant of which is
conditioned upon such surrender may have an option price lower (or higher)
than the option price of the surrendered Option, may cover the same (or a
lesser or greater) number of shares as the surrendered Option, may contain
such other terms as the Committee deems appropriate and shall be
exercisable in accordance with its terms, without regard to the number of
shares, price, option period or any other term or condition of the
surrendered Option.
(c) Options and/or Stock Appreciation Rights may not be granted to
Employees who are then required to file Forms 3, 4 and 5 pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended, except by
the Special Committee.
ARTICLE IV
TERMS OF OPTIONS
Section 4.1 - Option Agreement
Each Option shall be evidenced by a written Stock Option Agreement,
which shall be executed by the Optionee and an authorized Officer of the
Company and which shall contain such terms and conditions as the Committee
shall determine, consistent with the Plan.
Section 4.2 - Option Price
The price of each share subject to each Option shall be set by the
Committee or Special Committee as appropriate.
Section 4.3 - Commencement of Exercisability
(a) Except as the Committee may otherwise provide and subject to
Section 4.3(b), the maximum portion of an Option (expressed as a percentage
<PAGE> 7
of such Option) that shall be exercisable in whole or in part shall be a
function of the Optionee's Years of Service as shown on the following
table:
Exercisable Percentage
Years of Service of Option
less than 1 0%
1 25%
2 60%
3 (or more) 100%
(b) Except as the Committee may otherwise provide, no Option or
portion of an Option which is exercisable under Section 4.3(a) (the
"Exercisable Portion") may be exercised in whole or in part except in
accordance with the following time limitations:
(i) 25 percent (25%) of the Exercisable Portion
shall be exercisable after six months from the date the
Option was granted.
(ii) 60 percent (60%) of the Exercisable
Portion shall be exercisable after twelve months from
the date the Option was granted.
(iii) 100 percent (100%) of the Exercisable
Portion shall be exercisable after eighteen months from
the date the Option was granted.
(c) Subject to the provisions of Sections 4.3(a), 4.3(b), 4.3(d)
and 8.3, Options shall become exercisable at such times and in such
installments (which may be cumulative) as shall be provided in the terms of
each individual Option; provided, however, that by a resolution adopted
after an Option is granted the Committee may, on such terms and conditions
as it may determine to be appropriate and subject to Sections 4.3(a),
4.3(b), 4.3(d) and 8.3, accelerate the time at which such Option or any
portion thereof may be exercised.
(d) No portion of an Option which is unexercisable under Section
4.3(a) at Termination of Employment shall thereafter become exercisable.
Section 4.4 - Expiration of Options
(a) No Option may be exercised to any extent by anyone after the
first to occur of the following events:
(i) The expiration of ten years and one day from
the date the Option was granted; or
<PAGE> 8
(ii) Except in the case of any Optionee who
is disabled (within the meaning of Section 22(e)(3) of
the Code), the expiration of three months, or, in the
case of an Officer who is required to file Forms 3, 4
and 5 pursuant to Section 16 of the Securities Exchange
Act of 1934, as amended, seven months, from the date of
the Optionee's Termination of Employment for any reason
other than such Optionee's death unless the Optionee
dies within said seven month period; or
(iii) ln the case of an Optionee who is
disabled (within the meaning of Section 22(e)(3) of the
Code), the expiration of one year from the date of the
Optionee's Termination of Employment for any reason
other than such Optionee's death; or
(iv) The expiration of one year from the date
of the Optionee's death.
(b) Subject to the provisions of Section 4.4(a), the terms of
each individual Option shall provide when such Option expires and becomes
unexercisable. The Committee may, either by the terms of any Option or by
a resolution adopted after an Option is granted, extend any of the periods
set forth in sections 4.4(a)(ii), (iii) or (iv) on such terms and
conditions as it may determine to be appropriate, provided however that in
no event shall such extension be for a term longer than the original term
of such Option.
Section 4.5 - No Right to Continued Employment
Nothing in this Plan or in any Stock Option Agreement hereunder
shall confer upon any Optionee any right to continue in the employ of the
Company, any Parent Corporation or any Subsidiary or shall interfere with
or restrict in any way the rights of the Company, its Parent Corporations
and its Subsidiaries, which are hereby expressly reserved, to terminate or
discharge any Optionee at any time for any reason whatsoever, with or
without cause.
Section 4.6 - Adjustments in Outstanding Options
In the event that the outstanding shares of stock subject to
Options are changed into or exchanged for a different number or kind of
shares of the Company or other securities of the Company by reason of
merger, consolidation, recapitalization, reclassification, or the number of
such shares is increased or decreased by reason of a stock split-up, stock
dividend, combination of shares or any other increase or decrease in the
number of such shares of stock subject to Options effected without receipt
of consideration by the Company (provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration"), the Committee shall make an
<PAGE> 9
appropriate and equitable adjustment in the number and kind of shares as to
which all outstanding Options, or portions thereof then unexercised, shall
be exercisable. Such adjustments shall be made with the intent that, after
the change or exchange of shares, the Optionee's proportionate interest
shall be maintained as before the occurrence of such event. Any adjustment
in an outstanding Option shall be made without change in the total price
applicable to the Option or the unexercised portion of the Option (except
for any change in the aggregate price resulting from rounding-off of share
quantities or prices) and with any necessary corresponding adjustment in
Option price per share. Any such adjustment made by the Committee shall be
final and binding upon all Optionees, the Company and all other interested
persons.
Section 4.7 - Merger, Consolidation, Acquisition, Liquidation or
Dissolution
In its absolute discretion, and on such terms and conditions as
it deems appropriate, the Committee may provide by the terms of any Option
that such Option cannot be exercised after the merger or consolidation of
the Company with or into another corporation, the acquisition by another
corporation or person of all or substantially all of the Company's assets
or 80% or more of the Company's then outstanding voting stock or the
liquidation or dissolution of the Company; and if the Committee so
provides, it may, in its absolute discretion and on such terms and
conditions as it deems appropriate, also provide, either by the terms of
such Option or by a resolution adopted prior to the occurrence of such
merger, consolidation, acquisition, liquidation or dissolution, that, for
some period of time prior to such event, such Option shall be exercisable
as to all shares covered thereby, notwithstanding anything to the contrary
in Sections 4.3(a), 4.3(b), 4.3(c) and/or any installment provisions of
such Option.
ARTICLE V
EXERCISE OF OPTIONS
Section 5.1 - Person Eligible to Exercise
During the lifetime of the Optionee, only he may exercise an
Option granted to him, or any portion thereof. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when
such portion becomes unexercisable under Section 4.4 or Section 4.7, be
exercised by his personal representative or by any person empowered to do
so under the deceased Optionee's will or under the then applicable laws of
descent and distribution.
Section 5.2 - Partial Exercise
At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable
under Section 4.4 or Section 4.7, such Option or portion thereof may be
exercised in whole or in part; provided, however, that the Company shall
<PAGE> 10
not be required to issue fractional shares and the Committee may, by the
terms of the Option, require any partial exercise to be with respect to a
specified minimum number of shares.
Section 5.3 - Manner of Exercise
An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all of the
following prior to the time when such Option or such portion becomes
unexercisable under Section 4.4 or Section 4.7:
(a) Notice in writing signed by the Optionee or other person
then entitled to exercise such Option or portion, stating that such Option
or portion is exercised, such notice complying with all applicable rules
established by the Committee; and
(b) (i) Full payment (in cash or by check) for the
shares with respect to which such Option or portion is
thereby exercised; or
(ii) Subject to the Committee's consent, full
payment by delivery to the Company of shares of the
Company's Class A or Class B common stock owned by
Optionee duly endorsed for transfer to the Company by
Optionee or other person then entitled to exercise such
Option or portion, with an aggregate Fair Market Value
equal to the Option price of the shares with respect to
which such Option or portion is thereby exercised; or
(iii) Subject to the Committee's consent, any
combination of the considerations provided for in the
foregoing subsections (i) or (ii); and
(c) On or prior to the date the same is required to be withheld:
(i) Full payment (in cash or by check) of any
amount that must be withheld by the Company for
federal, state and/or local tax purposes; or
(ii) Subject to the Committee's consent, full
payment by delivery to the Company of shares of the
Company's Class A or Class B common stock owned by
Optionee duly endorsed for transfer to the Company by
Optionee or other person then entitled to exercise such
Option or portion with an aggregate Fair Market Value
equal to the amount that must be withheld by the
Company for federal, state and/or local tax purposes;
or
<PAGE> 11
(iii) Subject to the Committee's consent, full
payment by retention by the Company of shares of the
Company's Class A common stock to be issued pursuant to
such Option exercise with an aggregate Fair Market
Value equal to the amount that must be withheld by the
Company for federal, state and/or local tax purposes;
or
(iv) Subject to the Committee's consent, any
combination of payments provided for in the foregoing
subsections (i), (ii) or (iii);
provided that if the Optionee is an officer of the Company required to file
Forms 3, 4 and 5 pursuant to Section 16 of the Securities Exchange Act of
1934, as amended, then if and to the extent required by Rule 16b-3
thereunder, an election to make full payment by the means described in
Sections 5.3(c)(ii) or 5.3(c)(iii) shall be made more than six months after
grant of the Option and either (x) made and the Option exercised only
during the period beginning on the third business day following the date of
release of quarterly or annual summary statements of sales and earnings of
the Company and ending on the twelfth business day following such date, or
(y) irrevocably made more than six months prior to the date the amount of
tax to be withheld is determined; and
(d) Such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance with
all applicable provisions of the Securities Act and any other federal or
state securities laws or regulations. The Committee may, in its absolute
discretion, also take whatever additional actions it deems appropriate to
effect such compliance including, without limitation, placing legends on
share certificates and issuing stop-transfer orders to transfer agents and
registrars; and
(e) In the event that the Option or portion thereof shall be
exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to
exercise the Option or portion thereof.
Section 5.4 - Conditions to Issuance of Stock Certificates
The shares of stock issuable and deliverable upon the exercise of
an Option, or any portion thereof, may be either previously authorized but
unissued shares or issued shares which have then been reacquired by the
Company. The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise
of any Option or portion thereof prior to fulfillment of all of the
following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
<PAGE> 12
(b) The completion of any registration or other qualification of
such shares under any state or federal law or under the rulings or
regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable: and
(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may establish from time to time for
reasons of administrative convenience.
Section 5.5 - Rights as Shareholders
The holders of Options shall not be, nor have any of the rights
or privileges of, shareholders of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to
such holders.
Section 5.6 - Transfer Restrictions
The Committee, in its absolute discretion, may impose such
restrictions on the transferability of the shares purchasable upon the
exercise of an Option as it deems appropriate. Any such restriction shall
be set forth in the respective Stock Option Agreement and may be referred
to on the certificates evidencing such shares.
ARTICLE VI
STOCK APPRECIATION RIGHTS
Section 6.1 - Eligibility
Any Employee of the Company or of any corporation which is then a
Parent Corporation or a Subsidiary shall be eligible to be granted a Stock
Appreciation Right, except as provided in Section 7.4(a).
Section 6.2 - Granting of Stock Appreciation Right
(a) The Special Committee shall from time to time, in its
absolute discretion:
(i) Select from among the Employees (including
Employees to whom Options and/or Stock Appreciation
Rights have previously been granted under the Plan)
such of them as in its opinion should be granted Stock
Appreciation Rights; and
<PAGE> 13
(ii) Determine the number of shares to be
subject to such Stock Appreciation Rights granted to
such selected Employees; and
(iii) Determine the terms and conditions of
such Stock Appreciation Rights, consistent with the
Plan.
(b) Upon the selection of an Employee to be granted a Stock
Appreciation Right, the Special Committee shall instruct the Secretary to
issue such Stock Appreciation Right and may impose such conditions on the
grant of such Stock Appreciation Right as it deems appropriate. Without
limiting the generality of the preceding sentence, the Special Committee
may, in its discretion and on such terms as it deems appropriate, require
as a condition on the grant of a Stock Appreciation Right to an Employee
that the Employee surrender for cancellation some or all of the unexercised
Stock Appreciation Rights which have been previously granted to him.
Section 6.3 - Stock Appreciation Right Agreement
Each Stock Appreciation Right shall be evidenced by a written
Stock Appreciation Right Agreement, which shall be executed by the holder
of the Stock Appreciation Right and an authorized Officer and which shall
contain such terms and conditions as the Special Committee shall determine,
consistent with the Plan.
Section 6.4 - Base Price of Stock Appreciation Right
The base price of a share subject to a Stock Appreciation Right
shall be determined by the Special Committee in its sole and absolute
discretion.
Section 6.5 - Commencement of Exercisability
A Stock Appreciation Right shall become exercisable at such times
as the terms of each grant of a Stock Appreciation Right shall provide;
provided, however, that:
(a) The Stock Appreciation Right shall not become exercisable
for cash for six months after the date it is granted except, in the case of
a holder of a Stock Appreciation Right who is an Officer or Employee of the
Company, a Parent Corporation or a Subsidiary, in the event of the death or
disability of the holder of the Stock Appreciation Right (as defined in
Section 22(e)(3) of the Code).
(b) The Stock Appreciation Right shall be exercisable for cash
only during the periods beginning on the third business day after, and
ending on the twelfth business day after, the Company's public release of
its quarterly or annual sales and earnings.
<PAGE> 14
Section 6.6 - Expiration of Stock Appreciation Rights
(a) No Stock Appreciation Right may be exercised to any extent
by anyone after the first to occur of the following events:
(i) The expiration of fifteen years from the date
the Stock Appreciation Right was granted; or
(ii) Except in the case of any holder of a
Stock Appreciation Right who is disabled (within the
meaning of Section 22(e)(3) of the Code), the
expiration of three months, or in the case of an
Officer who is required to file Forms 3, 4 and 5
pursuant to Section 16 of the Securities Exchange Act
of 1934, as amended, seven months, from the date of the
Termination of Employment of the holder of the Stock
Appreciation Right for any reason other than the death
of the holder of the Stock Appreciation Right unless
the holder of the Stock Appreciation Right dies within
said seven month period;
(iii) In the case of a holder of a Stock
Appreciation Right who is disabled (within the meaning
of Section 22(e)(3) of the Code), the expiration of
seven months from the date of the Termination of
Employment of the holder of the Stock Appreciation
Right for any reason other than the death of the holder
of the Stock Appreciation Right unless the holder of
the Stock Appreciation Right dies within said seven
month period; or
(iv) The expiration of seven months from the
date of the optionee's death.
(b) Subject to the provisions of Section 6.6(a), the terms of
each individual Stock Appreciation Right shall provide when such Stock
Appreciation Right expires and becomes unexercisable; and (without limiting
the generality of the foregoing) the terms of an individual Stock
Appreciation Right may provide that said Stock Appreciation Right expire
immediately upon a Termination of Employment for any reason.
Section 6.7 - No Right to Continued Employment
Nothing in this Plan or in any Stock Appreciation Right Agreement
shall confer upon the holder of a Stock Appreciation Right any right to
continue in the employ of the Company, any Parent Corporation or any
Subsidiary or shall interfere with or restrict in any way the rights of the
Company, its Parent Corporations and its Subsidiaries, which are hereby
expressly reserved, to terminate or discharge any holder of a Stock
Appreciation Right at any time for any reason whatsoever, with or without
cause.
<PAGE> 15
Section 6.8 - Adjustments in Stock Appreciation Right
In the event that the outstanding shares of the Company's Class A
common stock subject to a Stock Appreciation Right are changed into or
exchanged for a different number or kind of shares of the Company or other
securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, or the number of such shares is
increased or decreased by reason of a stock split- up, stock dividend,
combination of shares, or any other increase or decrease in the number of
such shares of Class A common stock effected without receipt of
consideration by the Company (provided, however, that the conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration"), the Special Committee shall
make an appropriate and equitable adjustment in the number and kind of
shares as to which the Stock Appreciation Right, or portions thereof then
unexercised, shall be exercisable. Such adjustments shall be made with the
intent that, after the change or exchange of shares, the proportionate
interest of a holder of a Stock Appreciation Right shall be maintained as
before the occurrence of such event. Any adjustment in the per share base
price of the Stock Appreciation Right shall be made without change to the
total price applicable to the unexercised portion of the Stock Appreciation
Right (except for any change in the aggregate price resulting from
rounding-off of share quantities or prices). Any such adjustment made by
the Special Committee shall be final and binding upon the holder of a Stock
Appreciation Right, the Company and all other interested persons.
Section 6.9 - Exercise of a Stock Appreciation Right Upon Merger or
Consolidation
In its absolute discretion, and on such terms and conditions as
it deems appropriate, the Special Committee may provide by the terms of any
Stock Appreciation Right that such Stock Appreciation Right may not be
exercised to any extent by anyone after the effective date of either the
merger or consolidation of the Company with or into another corporation,
the acquisition by another corporation or person of eighty percent (80%) or
more of the Company's then outstanding voting stock or the liquidation or
dissolution of the Company, and, if the Special Committee so provides, it
may, in its absolute discretion and on such terms and conditions as it
deems appropriate, also provide either by the terms of such Stock
Appreciation Right or by a resolution adopted prior to the occurrence of
such merger, consolidation, acquisition, liquidation or dissolution, that,
for some period of time prior to such event, such Stock Appreciation Right
shall be exercisable, notwithstanding that the Stock Appreciation Right may
not yet have become fully exercisable under Section 6.5.
<PAGE> 16
Section 6.10 - Person Eligible to Exercise
During the lifetime of a holder of a Stock Appreciation Right,
only he may exercise a Stock Appreciation Right granted to him, or any
portion thereof. After the death of the holder of a Stock Appreciation
Right, any exercisable portion of a Stock Appreciation Right may, prior to
the time when such portion becomes unexercisable under Section 6.6, be
exercised by his personal representative or by any person empowered to do
so under the deceased holder's will or under the then applicable laws of
descent and distribution.
Section 6.11 - Partial Exercise
Any exercisable portion of the Stock Appreciation Right or the
entire Stock Appreciation Right, if then wholly exercisable, may be
exercised in whole or in part at any time prior to the time when the Stock
Appreciation Right or portion thereof becomes unexercisable under Section
6.6.
Section 6.12 - Manner of Exercise
Whether or not a Stock Appreciation Right may be exercised is
within the sole discretion of the Special Committee.
(a) The Stock Appreciation Right, or any exercisable portion
hereof, may be exercised solely by delivery to the Secretary or his office
of a written notice, complying with the applicable rules established by the
Special Committee, stating that the Stock Appreciation Right or portion is
thereby exercised. The notice shall be signed by the holder of the Stock
Appreciation Right or such other person then entitled to exercise the Stock
Appreciation Right.
(b) Upon exercise of the Stock Appreciation Right, the holder of
the Stock Appreciation Right shall receive a payment in an amount
determined by multiplying:
(i) The difference obtained by subtracting the
per share base price of the Stock Appreciation Right
from the Fair Market Value per share of the Company's
Class A common stock on the date the Stock Appreciation
Right is exercised; by
(ii) The number of shares with respect to
which the Stock Appreciation Right is being exercised.
Payment of the amount determined in this subsection (b) shall be made, in
the sole discretion of the Special Committee, in cash, in the Company's
Class A common stock valued at its Fair Market Value on the date the Stock
Appreciation Right is exercised, or in a combination of both. Shares of
Class A common stock shall be issuable upon the conditions set forth in
Section 5.4.
<PAGE> 17
Section 6.13 - Rights as Shareholder
The holder of the Stock Appreciation Right shall not be, nor have
any of the rights or privileges of, a shareholder of the Company in respect
of any shares the appreciation value of which is payable upon the exercise
of any part of the Stock Appreciation Right or to which he may become
entitled upon exercise of the Stock Appreciation Right unless and until,
and then only to the extent that, certificates representing such shares
shall have been issued by the Company to such holder.
Section 6.14 - Withholding
(a) If the payment under Section 6.12(b) is to made in cash, the
Special Committee may require the withholding of the amounts otherwise
payable to a holder of a Stock Appreciation Right upon exercise of the
Stock Appreciation Right pursuant to federal, state and/or local income tax
laws and regulations.
(b) In the event that shares of Company stock are to be issued
to a holder of a Stock Appreciation Right under Section 6.12 upon exercise
of a Stock Appreciation Right, the Company's obligation to issue any such
shares is expressly conditioned upon receipt from the holder of a Stock
Appreciation Right, on or prior to the date the same is required to be
withheld, of funds sufficient to comply with any applicable federal or
state tax withholding requirements.
Section 6.15 - Granting of Stock Appreciation Right Linked to Option
Notwithstanding anything to the contrary contained herein, a
Stock Appreciation Right may also be granted to any Employee who actually
receives a grant of an Option under the Plan. Such a Stock Appreciation
Right may be granted in connection and simultaneously with the grant of an
Option or with respect to a previously granted Option, and shall be subject
to such terms and conditions not inconsistent with the Plan as the Special
Committee shall impose, including the following:
(a) A Stock Appreciation Right linked to an Option shall be
related to a particular Option and shall be exercisable only to the extent
the related Option is exercisable.
(b) A Stock Appreciation Right linked to an Option shall be
granted to the Optionee to the maximum extent of 100% of the number of
shares subject to the simultaneously or previously granted Option.
(c) A Stock Appreciation Right linked to an Option shall entitle
the Optionee (or other person entitled to exercise the Option pursuant to
Section 5.1), but subject to the sole discretion of the Special Committee,
to surrender unexercised a portion of the option to which the Stock
Appreciation Right relates to the Company and to receive from the Company
in exchange therefor an amount, payable in cash or, in the discretion of
the Special Committee, shares of the Company's Class A common stock.
<PAGE> 18
ARTICLE VII
ADMINISTRATION
Section 7.1 - Stock Option Committee
The Stock Option Committee shall consist of at least three
Directors, appointed by the Board and holding office during the pleasure of
the Board. All members of the Committee shall be Directors. Appointment
of Committee members shall be effective upon acceptance of appointment.
Committee members may resign at any time by delivering written notice to
the Board. Vacancies in the Committee shall be filled by the Board.
Section 7.2 - Duties and Powers of Committee
It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The
Committee shall have the power to interpret the Plan, the Options and the
Stock Appreciation Rights and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and
to interpret, amend or revoke any such rules. In its absolute discretion,
the Board may at any time and from time to time exercise any and all rights
and duties of the Committee under the Plan.
Section 7.3 - Majority Rule
The Committee shall act by a majority of its members in office.
The Committee may act either by vote at a meeting or by a memorandum or
other written instrument signed by a majority of the Committee.
Section 7.4 - Special Committee
(a) The Special Committee shall consist of at least two
directors, appointed by the Board and holding office during the pleasure of
the Board. No Options or Stock Appreciation Rights may be granted to any
member of the Special Committee during the term of his membership on the
Special Committee. The Special Committee shall conduct the administration
of the Stock Appreciation Rights, and may adopt such rules for the
administration, interpretation and application of such Stock Appreciation
Rights as are consistent with the Plan, and may interpret, amend or revoke
any such rules. No person shall be eligible to serve on the Special
Committee unless he is then a "disinterested person" within the meaning of
paragraph (d)(3) of Rule 16b-3 which has been adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, if and as
such Rule is then in effect.
(b) Members of the Special Committee may also serve as members
of the Stock Option Committee.
<PAGE> 19
(c) Appointment of Special Committee members shall be effective
upon acceptance of appointment. Special Committee members may resign at
any time by delivering written notice to the Board. Vacancies in the
Special Committee shall be filled by the Board.
Section 7.5 - Compensation; Professional Assistance; Good Faith Actions
Members of the Committee or the Special Committee shall receive
such compensation for their services as members as may be determined by the
Board. All expenses and liabilities incurred by members of the Committee
or the Special Committee in connection with the administration of the Plan
shall be borne by the Company. The Committee and the Special Committee
may, with the approval of the Board, employ attorneys, consultants,
accountants, appraisers, brokers or other persons. The Committee, the
Special Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made
by the Committee or the Special Committee in good faith shall be final and
binding upon all Optionees, the Company and all other interested persons.
No member of the Committee or the Special Committee shall be personally
liable for any action, determination or interpretation made in good faith
with respect to the Plan or the Options, and all members of the Committee
and the Special Committee shall be fully protected by the Company in
respect to any such action, determination or interpretation.
ARTICLE VIII
OTHER PROVISIONS
Section 8.1 - Options and Stock Appreciation Rights Not Transferable
No Option, Stock Appreciation Right or interest or right therein
or part thereof shall be liable for the debts, contracts or engagements of
the Optionee or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including
bankruptcy), and any attempted disposition thereof shall be null and void
and of no effect; provided, however, that nothing in this Section 8.1 shall
prevent transfers by will or by the applicable laws of descent and
distribution.
Section 8.2 - Holding Period
Except as the Committee or Special Committee may otherwise
determine, shares of Class A common stock acquired upon exercise of an
Option or Stock Appreciation Right may not be sold by persons subject to
Section 16 of the Exchange Act until six months after the date the Option
or Stock Appreciation Right was granted.
<PAGE> 20
Section 8.3 - Amendment, Suspension or Termination of the Plan
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the
Board or the Committee without obtaining approval from the Company's
shareholders except as such shareholder approval may be required pursuant
to Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934.
Neither the amendment, suspension nor termination of the Plan shall,
without the consent of the holder of the Option, alter or impair any rights
or obligations under any Option or Stock Appreciation Right theretofore
granted. No Option or Stock Appreciation Right may be granted during any
period of suspension nor after termination of the Plan, and in no event may
any Option be granted under this Plan after the first to occur of the
following events:
(a) The expiration of ten years from the date the Plan is
adopted by the Board; or
(b) The expiration of ten years from the date the Plan is
approved by the Company's shareholders under Section 8.3.
Section 8.4 - Approval of Plan by Stockholders
The Original Plan was approved by stockholders in August 1987.
Pursuant to certain amendments duly adopted in this Amended and Restated
Plan, the amendments providing for the grant of Stock Appreciation Rights
under this Amended and Restated Plan will be submitted for the approval of
the Company's stockholders within 12 months after the date of the Board's
initial adoption of this Amended and Restated Plan. Stock Appreciation
Rights granted following the amendment and restatement of the Plan but
prior to such stockholder approval shall not be exercisable prior to the
time when the Plan is approved by the stockholders; provided, that if such
approval has not been obtained at the end of said 12-month period, all
Stock Appreciation Rights granted during such period under the Plan shall
thereupon be cancelled and become null and void.
Section 8.5 - Effect of Plan Upon Other Option and Compensation Plans
The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary. Nothing in this Plan shall be construed to limit the right of
the Company, any Parent Corporation or any Subsidiary (a) to establish any
other forms of incentives or compensation for employees of the Company, any
Parent corporation or any Subsidiary or (b) to grant or assume options
otherwise than under this Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption
of options in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.
<PAGE>
<PAGE> 21
Section 8.6 - Titles
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
* * * *
I hereby certify that the foregoing Plan was duly approved by the
stockholders of McCaw Cellular Communications, Inc. on
, 1991.
Executed on this day of
, 1991.
Secretary
Corporate Seal
* * * *
I hereby certify that the foregoing Amended and Restated Plan was
duly approved by the stockholders of McCaw Cellular Communications, Inc. on
, 1991.
Executed on this day of
, 1991.
Secretary
Corporate Seal
<PAGE> 22
McCAW CELLULAR COMMUNICATIONS, INC.
Consent in Lieu of Meeting of
Compensation Committee
The undersigned, being all of the members of the Compensation
Committee of the Board of Directors of McCaw Cellular Communications, Inc.,
a Delaware corporation (the "Company"), by this instrument in lieu of a
meeting of the Compensation Committee, hereby consent to the adoption of
the following resolutions, which resolutions will be deemed adopted when
all of the committee members have signed this consent, and waive any
notices required by law with respect thereto:
EXCHANGE AND ASSUMPTION OF STOCK OPTIONS
WHEREAS, upon the consummation of the transactions contemplated
by that certain Agreement and Plan of Merger dated August 16,
1993 (the "Merger Agreement") among AT&T Corp. (formerly American
Telephone and Telegraph Company, "AT&T"), Ridge Merger
Corporation and the Company, the outstanding shares of the
Company's Class A Common Stock and Class B Common Stock
(collectively, the "Shares") shall be exchanged for shares of
common stock of AT&T; and
WHEREAS, Section 4.1(e) of the Merger Agreement provides for the
assumption by AT&T of each outstanding option to purchase Shares
issued pursuant to the Company's stock option plans, whether or
not vested or exercisable; and
WHEREAS, pursuant to the provisions of Section 10.3 of the Second
Amended and Restated McCaw Cellular Communications, Inc. Equity
Purchase Program, Section 8.3 of the Amended and Restated McCaw
Cellular Communications, Inc. 1987 Stock Option Plan, and Section
8.3 of the Amended and Restated McCaw Cellular Communications,
Inc. 1983 Non-Qualified Stock Option Plan (such plans being
collectively, the "Option Plans"), this Committee is authorized
to amend the Option Plans; and
WHEREAS, unless otherwise defined herein, defined terms used
herein shall have the meanings given to them in the Merger
Agreement; be it
RESOLVED, that at the Effective Time and as provided in the
Merger Agreement all references in the Option Plans to the Shares
shall be replaced with references to shares of the common stock
of AT&T and all references in the Option Plans to Options to
acquire Shares shall be replaced with references to options to
acquire shares of the common stock of AT&T.
<PAGE> 23
RESOLVED FURTHER, that after the Effective Time, the
administrators to the Option Plans shall make no further grants
of options under the Option Plans.
RESOLVED FURTHER, that if the transactions contemplated by the
Merger Agreement are not consummated in accordance with their
terms or if the Merger Agreement is otherwise terminated, these
resolutions shall be considered rescinded and of no further
effect without any subsequent action by this Committee.
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, pursuant to the provisions of Section 3(c) of the
Amended and Restated McCaw Cellular Communications, Inc. Employee
Stock Purchase Plan (the "Purchase Plan"), this Committee is
authorized to designate payroll deduction periods; be it
RESOLVED, pursuant to Section 3(c) of the Purchase Plan and
commencing July 1, 1995, payroll deduction authorizations may be
made within thirty (30) days after an employee first meets the
definition of eligible employee under Section 1(h) of the
Purchase Plan.
Date signed: September 8, 1994 Harold W. Andersen
_________________ __________________
Harold W. Andersen
Date signed: September 8, 1994 Stuart M. Sloan
_________________ _______________
Stuart M. Sloan
<PAGE> 1
Exhibit 5-A
September 19, 1994
AT&T Corp.
32 Avenue of the Americas
New York, NY 10022
Dear Sirs:
I am familiar with the Post-Effective Amendment No. 2 on Form S-8 (the
"Amendment" to the Registration Statement on Form S-4 (No. 33-52119) of
AT&T Corp. (the "Company") which Amendment the Company proposes to file
with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, registering up to 29,600 common shares
(par value $1 per share) of the Company ("the Shares") which may be offered
and sold by the Company upon the exercise of stock options granted under
the Amended and Restated McCaw Cellular Communications, Inc. 1987 Stock
Option Plan (the "Plan"). The Shares are being offered as a result of a
merger of Ridge Merger Corporation, a Delaware corporation and wholly-owned
subsidiary of the Company ("Merger Sub"), into McCaw Cellular
Communications, Inc. a Delaware Corporation ("McCaw") (the "Merger"), in
accordance with the terms of the Agreement and Plan of Merger dated August
16, 1993, between the Company, Merger Sub and McCaw (the "Merger
Agreement"). Pursuant to the Merger, each outstanding option issued
pursuant to the Plan will no longer be exercisable for shares of McCaw
common stock, but instead, will constitute an option to acquire, on the
same terms and conditions as were applicable under such option, Shares in
lieu of shares of McCaw Common Stock. The Shares issued under the Plan may
be authorized and unissued shares or treasury shares.
I am of the opinion that:
1. the Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York;
<PAGE> 2
2. the offer and sale of the Shares upon the exercise of stock options
granted under the Plan have been duly authorized by the Company;
3. when offered and sold in accordance with the Merger Agreement and the
resolutions of the Board of Directors of the Company relating to the offer
and sale of Shares thereunder, Shares which are newly issued will be duly
authorized, and, upon the exercise of options granted under the Plan, will
be legally issued, fully paid and non-assessable;
In giving the foregoing opinion I have relied on the attached opinion
of H. John Hokenson, General Attorney, AT&T Corp.
I hereby consent to the filing of this opinion with the SEC in
connection with the Amendment referred to above.
Very truly yours,
Marilyn J. Wasser
Vice President - Law
and Secretary
<PAGE> 1
Exhibit 5-B
September 19, 1994
Marilyn J. Wasser
Vice President - Law and Secretary
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
AT&T Corp.
32 Avenue of the Americas
New York, NY 10013
Dear Sirs:
I am familiar with the Post-Effective Amendment No. 2 on
Form S-8 (the "Amendment" to the Registration Statement on Form
S-4 (No. 33-52119) of AT&T Corp. (the "Company") which Amendment
the Company proposes to file with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as
amended, registering up to 29,600 common shares (par value $1
per share) of the Company ("the Shares") which may be offered and
sold by the Company upon the exercise of stock options granted
under the Amended and Restated McCaw Cellular Communications,
Inc. 1987 Stock Option Plan (the "Plan"). The Shares are being
offered as a result of a merger of Ridge Merger Corporation, a
Delaware corporation and wholly-owned subsidiary of the Company
("Merger Sub"), into McCaw Cellular Communications, Inc. a
Delaware Corporation ("McCaw") (the "Merger"), in accordance with
the terms of the Agreement and Plan of Merger dated August 16,
1993, between the Company, Merger Sub and McCaw (the "Merger
Agreement"). Pursuant to the Merger, each outstanding option
issued pursuant to the Plan will no longer be exercisable for
shares of McCaw common stock, but instead, will constitute an
option to acquire, on the same terms and conditions as were
applicable under such option, Shares in lieu of shares of McCaw
Common Stock. The Shares issued under the Plan may be authorized
and unissued shares of treasury shares.
<PAGE> 2
I am of the opinion that:
1. the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New
York;
2. the offer and sale of the Shares upon the exercise of stock
options granted under the Plan have been duly authorized by the
Company;
3. when offered and sold in accordance with the Merger
Agreement and the resolutions of the Board of Directors of the
Company relating to the offer and sale of Shares thereunder,
Shares which are newly issued will be duly authorized, and, upon
the exercise of options granted under the Plan, will be legally
issued, fully paid and non-assessable;
I authorize the reliance of Marilyn J. Wasser on this
opinion in rendering her opinion to AT&T Corp. in connection with
the filing of the above referred to Amendment with the SEC.
I hereby consent to the filing of this opinion with the SEC
in connection with the Amendment referred to above.
Very truly yours,
H. John Hokenson
General Attorney
<PAGE> 1
Exhibit 23-A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 on Form S-8 to Form S-4 of AT&T Corp. ("the Company") of
our reports, which include explanatory paragraphs regarding the change in
1993 in methods of accounting for postretirement benefits, postemployment
benefits and income taxes, dated January 27, 1994, on our audits of the
consolidated financial statements and consolidated financial statement
schedules of the Company and its subsidiaries, which are included or
incorporated by reference in the Company's Annual Report on Form 10-K for
the year ended December 31, 1993.
COOPERS & LYBRAND L.L.P.
New York, New York
September 19, 1994
<PAGE> 1
Exhibit 23-B
Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5-A.
<PAGE> 1
Exhibit 23-C
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Post-Effective Amendments Nos.
1, 2, 3, 4 and 5 on Form S-8 to Form S-4 (No. 33-52119) of AT&T
Corp. (AT&T) of our report dated March 30, 1994, with respect to
McCaw Cellular Communications Inc.'s financial statements for the
year ended December 31, 1993, included in AT&T's Current Report
on Form 8-K dated August 16, 1993, as amended (filed April 19,
1994).
ARTHUR ANDERSEN LLP
Seattle, Washington
September 16, 1994
<PAGE> 1
Exhibit 23-D
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in this Post-
Effective Amendment No. 2 (Form S-8 No. 33-52119-02) to Form S-4
of AT&T Corp. of our report dated February 4, 1994, on the
consolidated financial statements of LIN Broadcasting Corporation
and subsidiaries included in Amendment No. 3 to the Current
Report (Form 8-K) of AT&T Corp. dated August 16, 1993 filed with
the Securities and Exchange Commission on April 19, 1994.
Ernst & Young LLP
Seattle, Washington
September 15, 1994
<PAGE> 1
Exhibit 23-E
Consent of H. John Hokenson is contained in the opinion of
counsel filed as Exhibit 5-B.
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter
referred to as the "Company"), proposes to file with the
Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, post-effective amendments on
Form S-8 to the registration statement on Form S-4 previously
filed with respect to common shares to be issued in connection
with the merger of a wholly-owned subsidiary of the Company with
McCaw Cellular Communications, Inc.; and
WHEREAS, the undersigned is an officer of the Company, as
indicated below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and
appoints R. W. MILLER and S. L. PRENDERGAST, and each of them, as
attorneys for her and in her name, place and stead, and in her
capacity as an officer of the Company, to execute and file such
post-effective amendments on Form S-8 to such registration
statement on Form S-4 with respect to the above described common
shares, and thereafter to execute and file any amended
registration statement or statements with respect thereto, hereby
giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and about
the premises, as fully, to all intents and purposes, as she might
or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall
lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 1st day of September, 1994.
M. B. Tart
Vice President and
Controller
