<PAGE> 1
Registration No. 33-52119-01
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
Post-Effective Amendment No. 1
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.
1983 Non-Qualified 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. 1 on Form S-8 (the "Post-Effective
Amendment") relating to the sale of up to 3,184,837 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. 1983 Non-Qualified 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(l) 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. 33-52119-01 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 first 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
1983 Non-Qualified 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; 3
(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
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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. 33-52119-01) 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. 33-52119-01) 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
1983 Non-Qualified 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.
1983 NON-QUALIFIED STOCK OPTION PLAN
McCAW CELLULAR COMMUNICATIONS, INC., a corporation organized
under the laws of the State of Delaware, hereby adopts this Amended
and Restated 1983 Non-Qualified Stock Option Plan. The purposes of
this Plan are as follows:
(l) 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 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 1983 Non-
Qualified Stock Option Plan plus amendments thereto adopted March 5,
1991 and May 7, 1991. The Amended and Restated l983 Non-Qualified
Stock Option Plan was adopted on May 3, 1989 and replaced in its
entirety the original 1983 Non-Qualified Stock Option Plan adopted
December 12, 1983.
<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
The "Fair Market Value" of a share of the Company's stock as of a
given date shall be: (l) 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 (2) if
such stock is not traded on an exchange but is quoted on NASDAQ or a
successor quotation system, (i) the last sales price (if the stock is
then listed as a National Market Issue under the NASD National Market
System) or (ii) 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
(3) 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 (4) 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.
<PAGE>
<PAGE> 3
Section 1.9 - Option
"Option" shall mean an option to purchase capital stock of the
Company granted under the Plan.
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 1983 Non-Qualified
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 - Special Committee
"Special Committee" shall mean the Special Committee, appointed
as provided in Section 7.4.
Section 1.16 - Stock Appreciation Right
"Stock Appreciation Right" shall mean a stock appreciation right
granted under the Plan.
Section 1.17 - 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.
<PAGE> 4
Section 1.18 - 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.
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 or Class B common stock. The aggregate number
of such shares which may be issued upon exercise of Options shall not
exceed 15,000,000.
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.
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 Class A or Class B
common stock 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 Class A or Class B common
stock 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
<PAGE> 5
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 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) 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 Options; and
(ii) Determine the number of shares to be subject
to such Options granted to such selected 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 on 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.
<PAGE> 6
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, no Option may
be exercised in whole or in part during the first year after such
Option is granted.
(b) Subject to the provisions of Sections 4.3(a), 4.3(c) and
8.3, Options shall become exercisable at such times and in such
installments (which may be cumulative) as the Committee shall provide
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 Section 8.3, accelerate the time at which such Option or
any portion thereof may be exercised.
(c) Except as the Committee may otherwise provide, no portion of
an Option which is unexercisable 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 fifteen years from the date the
Option was granted; or
(ii) Except in the case of an Optionee who is
disabled (within the meaning of Section 22(e)(3) of the
Code) or as otherwise provided in the option agreement, the
expiration of seven months from the date of the Optionee's
Termination of Employment for any reason other than such
Optionee's death; or
(iii) In the case of an Optionee who is disabled
(within the meaning of Section 22(e)(3) of the Code), the
expiration of seven months from the date of the Optionee's
Termination of Employment for any reason other than such
Optionee's death; or
<PAGE> 7
(iv) Except as otherwise provided in the option agreement,
the expiration of seven months 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 the Company's Class A
or Class B common stock 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 or Class B common stock 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 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.
<PAGE> 8
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
(a) During the lifetime of the Optionee, only he may exercise an
Option granted to him, or any portion thereof.
(b) After the death of the Optionee, any Option may 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 (collectively, the "Nominee"). If the
death of an Optionee is the cause of his Termination of Employment,
the Nominee may exercise the Option, except as otherwise provided in
the option agreement, at any time within seven months following the
date of death,
(i) provided that the Optionee was at the time of his
death an Employee of the Company; and
(ii) provided that such exercise shall be only to
the extent that the Option would have been exercisable had
the Optionee continued living seven months after the date of
death.
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 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.
<PAGE> 9
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
(iii) Subject to the Committee's consent, full
payment by retention by the Company of shares of the
Company's Class A or Class B common stock, as the case may
be, 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
<PAGE> 10
(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 Section 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
(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
<PAGE> 11
(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
(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
<PAGE> 12
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.
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 an Optionee who is
disabled (within the meaning of Section 22(e)(3) of the
Code) or as otherwise provided in the Stock Appreciation
Right, the expiration of seven months from the date of the
Optionee's Termination of Employment for any reason other
than such Optionee's death; or
<PAGE> 13
(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) Except as otherwise provided in the Stock
Appreciation Right, 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.
Section 6.8 - Adjustments in Stock Appreciation Right
In the event that the outstanding shares of the Company's Class A
or Class B 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 or Class B 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.
<PAGE> 14
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.
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.
<PAGE> 15
(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.
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.
<PAGE>
<PAGE> 16
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 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.
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.
<PAGE> 17
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.
(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.
<PAGE>
<PAGE> 18
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.
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
and/or Stock Appreciation Right theretofore granted.
Section 8.4 - Approval of Plan by Stockholders
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. Options
and 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 this Amended and Restated
Plan is approved by the stockholders; provided, that if such approval
has not been obtained at the end of said 12-month period, all Options
granted during such time period shall thereupon be cancelled and
become null and void.
<PAGE>
<PAGE> 19
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.
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 Amended and Restated Plan was
duly adopted by the Board of Directors of McCaw Cellular
Communications, Inc. on
, 19__.
Executed on this day of , 19__.
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
, 19__.
Executed on this day of , 19__.
Secretary
Corporate Seal
<PAGE> 20
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> 21
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. 1 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 3,184,837 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. 1983 Non-Qualified 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. 1 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 3,184,837 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. 1983 Non-Qualified 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. 1 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. 1 (Form S-8 No. 33-52119-01) 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
