<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1995
Registration No. 33-65048
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Post-Effective
Amendment No. 1
to
Form S-8
Registration Statement
under
the Securities Act of 1933
___________________
AMP INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0332575
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Friendship Road
Harrisburg, Pennsylvania 17111
(Address of principal executive offices, including zip code)
AMP INCORPORATED 1993 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
David F. Henschel
AMP Incorporated
470 Friendship Road
Harrisburg, Pennsylvania 17111
(Name and address of agent for service)
(717) 780-4205
(Telephone number, including area code, of agent for service)
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
In accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), the documents
containing the information required by Items 1 and 2 of Part I are not
filed as a part of this Registration Statement and will be delivered to
each employee who is selected by AMP Incorporated to participate in the
AMP Incorporated 1993 Long-Term Equity Incentive Plan (the "Plan").
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
With respect to the registrant, AMP Incorporated (the "Company"), and
the Plan, the following documents heretofore filed by the Company with
the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (Commission
File No. 1-4235) are incorporated in this Registration Statement by
reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;
3. As to the Company's common stock, which is registered under Section
12 of the Exchange Act, the description of such class of securities
as set forth in Article IV of the Company's Articles of
Incorporation effective February 6, 1995 (filed as Exhibit 3.(I).B
to the Company's Current Report on Form 8-K filed January 31, 1995);
4. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, said reports
and other documents to be deemed incorporated by reference and made
a part hereof from the date of their filing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company, as a Pennsylvania corporation, is subject to the
provisions of the Business Corporation Law of 1988 (the "BCL"), which
is Pennsylvania's corporation statute. Subchapter D of Chapter 17 of
the BCL provides for the authority of Pennsylvania corporations to
indemnify directors, officers, employees or agents of the corporation,
or of another domestic or foreign corporation for profit or not-for-
profit, partnership, joint venture, trust or other enterprise
(including without limitation, any employee benefit plan) who are
serving as such at the request of the corporation (individually, a
"Representative") against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in the case of third
party actions, but only against expenses (including attorneys' fees)
<PAGE>
in the case of derivative actions. Unless ordered by a court, such
indemnification is to be made only as authorized in the specific case
upon a determination by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to the action or
proceeding, by the shareholders or, if such quorum of the board is not
obtainable or a majority vote of disinterested directors so directs, by
independent legal counsel, that indemnification of the Representative
is proper in the circumstances. Indemnification would be proper if the
Representative acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful, provided that
under no circumstances would indemnification be proper in the case of
willful misconduct or recklessness.
In the case of a derivative action, indemnification shall not be made
in respect of any claim, issue or matter as to which a Representative
has been adjudged liable to the corporation unless, and only to the
extent that, a court of competent jurisdiction determines upon
application that, despite the adjudication of liability, but in view
of all the circumstances of the case, a Representative is fairly and
reasonably entitled to indemnity for the expenses that the court deems
proper.
To the extent a Representative has been successful on the merits or
otherwise in the defense of a third party action or a derivative
action, indemnification is mandatory with respect to expenses
(including attorneys' fees) incurred in such defense. The
corporation may advance defense expenses (including attorneys' fees)
upon receipt of an undertaking by or on behalf of the Representative
to repay such advances if it is ultimately determined that he is not
entitled to be indemnified, and a corporation may purchase insurance
on behalf of any Representative against any liability asserted against
him and incurred by him in any such capacity, or arising out of his
status as such, regardless of whether or not the corporation could
indemnify him against such liability. The indemnification and
advancement of expenses provided under the BCL is expressly not
exclusive of any other rights to which a person may be entitled under
any bylaw, agreement, shareholder vote or otherwise.
Under the BCL, limitation of director monetary liability for breach of
fiduciary duty is permitted provided that such provision is included
in a bylaw approved by the shareholders. The shareholders of the
Company, at its Annual Meeting of Shareholders held on April 13, 1989,
approved such a provision in the Company's Bylaws. This provision
provides that no director shall be personally liable for monetary
damages as a result of any act or omission, unless he or she has not
complied with the standard of care statutorily mandated for directors
and his or her acts or omissions constitute self-dealing, willful
misconduct or recklessness. The standard of care is set forth in
Section 2.13 of the Bylaws, entitled "Standard of Care and Justifiable
Reliance", and basically requires the director to perform his or her
duties in good faith, in a manner he or she reasonably believes to be
in the best interests of the Company, and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. The Bylaw provision
does not apply to liabilities of a director pursuant to any criminal
statute or for payment of taxes pursuant to local, state or Federal
<PAGE>
law.
On October 23, 1991 the Board of Directors of the Company approved an
amendment to Article IV of the Company's Bylaws to provide for
indemnification to the extent permitted under the BCL. Article IV
provides that the Company shall indemnify any director or officer of the
Company, and may indemnify any other employee or agent of the Company,
who is, was or becomes a party, or is threatened to be made a party, to
any threatened, pending or completed investigation, claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative,
and whether formal or informal, and any appeal therein in which any such
person is involved (a "Proceeding") by reason of being a Representative,
or being a director, officer, employee or agent of either a constituent
corporation absorbed in a consolidation or merger or another business
entity at the request of such constituent corporation, against all
expenses (including attorneys' fees and disbursements), judgments,
fines, and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceedings, except that in the
case of derivative actions, i) indemnification is limited to reasonably
incurred expenses; and ii) a person adjudged to be liable to the Company
may not be indemnified unless and only to the extent a court of
competent jurisdiction determines upon application that the person is
fairly and reasonably entitled to indemnity for the expenses that such
court deems proper. Indemnification under Article IV applies to third
party actions and derivative actions commenced or continuing after the
adoption of the Article, whether arising from acts or omissions
occurring before or after such adoption. Article IV provides that the
rights of directors and officers thereunder with respect to third party
actions are contractual rights.
Article IV provides that indemnification of an indemnified party under
Article IV shall be made by the Company only when requested in writing
with supporting documentation and, in accordance with the provisions of
the BCL, a determination is made in each specific case that
indemnification of the Representative is proper under the circumstances.
Such determination is to be made within 60 days after receipt of the
request and shall be made by a majority vote of disinterested directors
(if they constitute a quorum) or, under certain circumstances, either by
a written opinion of independent legal counsel or by the shareholders.
If independent legal counsel is to make the determination, then the
disinterested directors or, if the disinterested directors do not
constitute a quorum, a majority of the Board of Directors shall select
counsel to which the indemnified party does not reasonably object,
except that in the event a change of control as defined in Article IV
shall have occurred, the indemnified party shall select counsel to which
the disinterested directors or, if the disinterested directors do not
constitute a quorum, to which a majority of the Board of Directors do
not reasonably object. Once a determination is made that the indemnified
party is entitled to indemnification, payment shall be made within 5
days thereafter, and such determination shall be binding on the Company
unless either the indemnified party made a misrepresentation or failed
to disclose a material fact in requesting indemnification and supporting
that request, or such indemnification is prohibited by law.
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As permitted by the BCL, Article IV also requires that the Company
advance reasonable expenses to an indemnified party, upon determination
by the Board or its duly authorized committee, within 20 days after
receipt of a written request for such advance. Such request must
reasonably identify, describe and document the legal expenses actually
and reasonably incurred by the indemnified party and, if required by
law, be accompanied by an undertaking of the indemnified party to repay
the advance if ultimately it should be determined that the indemnified
party is not entitled to be indemnified against such expenses. The
advance may be made upon such terms and conditions, if any, as the Board
of Directors or its duly authorized committee deems appropriate. The
financial ability of the indemnified party to make repayment shall not
be a prerequisite to the making of an advance.
Article IV provides that an indemnified party shall not be entitled to
indemnification or the advancement of expenses if and to the extent 1)
the indemnified party did not act in good faith and in a manner the
indemnified party reasonably believed to be in, or not opposed to, the
best interests of the Company and, with respect to any criminal
proceeding, had reasonable cause to believe his or her conduct was
unlawful, or 2) the Company enters into a contract with the indemnified
party that establishes reasonable limitations or conditions on the
indemnification of and advancement of expenses to the indemnified party
and such conditions preclude indemnification or advancement of expenses
under the circumstances at hand, or 3) payment to the indemnified party
would result in double payment, or 4) a court of competent jurisdiction
determines that such indemnification or advancement of expenses is
unlawful. A termination of a third party Proceeding, or any claim, issue
or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself,
adversely affect the right of the indemnified party to indemnification
or create a presumption that the indemnified party did not meet the
condition stated in 1) above.
In accordance with the BCL, to the extent that an indemnified party is
successful on the merits or otherwise in defense of any third party or
derivative Proceeding, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in such defense. Moreover,
Article IV provides that an indemnified party shall be indemnified
against any expenses actually and reasonably incurred in a successful
effort to enforce his or her rights of mandatory indemnification under
applicable law or his or her rights under Article IV if the
indemnified party prevails in any such enforcement proceeding, or on
a prorated basis if it is determined that the indemnified party is
entitled to receive only part of the indemnification or advancement
sought.
Article IV provides that indemnification granted thereunder is not
exclusive of any other rights to which a person may otherwise be
entitled. In addition, Article IV provides, as permitted by the BCL,
that the Company may purchase and maintain insurance on behalf of the
Company, its subsidiaries and affiliates, and any Representative,
against any liability asserted against such Representative or incurred
by such Representative in any such capacity, or arising out of said
Representative's status as such, whether or not the Company would have
the power to indemnify such person against that liability under the
<PAGE>
provisions of applicable law. The Company may also enter into
contracts with any Representative to provide contractual rights in
furtherance of the provisions of Article IV, and Article IV provides
that the Company may give other indemnification to the extent not
prohibited by applicable law.
As provided for in Article IV, the Company has entered into
indemnification agreements with each of its directors and officers and
with certain of its employees. These agreements contain provisions that
afford rights with respect to indemnification and advancement of
expenses that are consistent with the authority given in Article IV. The
Company has also purchased and is maintaining directors' and officers'
liability insurance covering liabilities to directors or officers of the
Company arising by reason of wrongful acts committed or allegedly
committed by them, whether or not they are indemnified by the Company.
The coverage does not extend to: i) violations of Section 16(b) of the
Exchange Act; ii) dishonest, fraudulent or criminal acts; iii) claims
arising from libel or slander, or pollution or contamination events; iv)
claims brought by one director or officer against another or against the
Company, other than for claims for wrongful termination of employment;
and v) claims arising from bodily injury or property damage or by reason
of the Employee Retirement Income Security Act, both of which types of
claims are intended to be covered under other insurance policies.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.A AMP Incorporated 1993 Long-Term Equity Incentive Plan, as amended.
4.B Description of the Company's common stock as set forth in Article IV
of the Company's Articles of Incorporation effective February 6, 1995
(incorporated by reference to Exhibit 3.(I).B of the Company's Current
Report on Form 8-K filed on January 31, 1995)
4.C Shareholder Rights Plan adopted by the AMP Board of Directors on
October 25, 1989 (incorporated by reference to Exhibit 4.A of the
Company's Annual Report on Form 10-K for the year ended December
31, 1994).
4.D Amendment to the Shareholder Rights Plan dated September 4, 1992
(incorporated by reference to Exhibit 4-B of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992).
5 Opinion and Consent of Counsel as to the legality of the securities
being registered.
23.A Consent of Independent Public Accountants.
23.B Consent of Counsel (included in Exhibit 5).
<PAGE>
Item 9. Undertakings.
The Company hereby undertakes:
1-a To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to
i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii) 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 to the information set forth in this Registration
Statement; and
iii) 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 subsections (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those subsections is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
1-b That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
1-c 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.
2 That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or 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 therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3 Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, that
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
<PAGE>
the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company 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 Company will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harrisburg, Commonwealth of Pennsylvania, on the 26th
day of June, 1995.
AMP Incorporated
By: /s/ J. E. Marley
-----------------------------
J. E. Marley
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints James E. Marley and David F. Henschel, and
each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign the name of the
undersigned to the Registration Statement on Form S-8 filed herewith with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the plan interests and shares of Common Stock, no par
value, of AMP Incorporated that are issuable under the AMP Incorporated 1993
Long-Term Equity Incentive Plan, including any and all pre-effective and post-
effective amendments to said Registration Statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and to perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, shall or may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ J. E. Marley Chairman of the Board June 26, 1995
- ------------------------------ and a Director
J. E. Marley
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/s/ W. J. Hudson Chief Executive Officer June 26, 1995
- ------------------------------ and President, and a
W. J. Hudson, Jr. Director (Principal
Executive Officer)
/s/ R. Ripp Vice President and June 26, 1995
- ------------------------------ Chief Financial Officer
R. Ripp (Principal Financial
Officer)
* Vice President, Finance, June 26, 1995
------------------------------ Asia/Pacific (Principal
D. C. Cornelius Accounting Officer)
* Director June 26, 1995
------------------------------
D. F. Baker
* Director June 26, 1995
------------------------------
R. D. DeNunzio
Director _____________
------------------------------
B. H. Franklin
* Director June 26, 1995
------------------------------
J. M. Hixon III
* Director June 26, 1995
------------------------------
H. A. McInnes
* Director June 26, 1995
------------------------------
J. C. Morley
* Director June 26, 1995
------------------------------
W. F. Raab
* Director June 26, 1995
------------------------------
P. G. Schloemer
Director _____________
------------------------------
T. Shiina
* By: /s/ J. E. Marley June 26, 1995
- -------------------------------
James E. Marley
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Harrisburg, Commonwealth
of Pennsylvania, on the 26th day of June, 1995.
AMP Incorporated 1993 Long-Term Equity Incentive Plan (the "Plan")
By: /s/ R. D. DeNunzio
--------------------------
R. D. DeNunzio
Chairperson
Compensation and Management Development Committee
EXHIBIT INDEX
Exhibit
Number Description
4.A AMP Incorporated 1993 Long-Term Equity Incentive Plan, as amended.
4.B Description of the Company's Common Stock as set forth in Article IV
of the Company's Articles of Incorporation effective February 6, 1995
(incorporated herein as Exhibit 4.B by reference to Exhibit 3.(I).B of
the Company's Current Report on Form 8-K filed on January 31, 1995)
4.C Shareholder Rights Plan adopted by the AMP Board of Directors on
October 25, 1989 (incorporated herein as Exhibit 4.C by reference to
Exhibit 4.A of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994).
4.D Amendment to the Shareholder Rights Plan dated September 4, 1992
(incorporated herein as Exhibit 4.D by reference to Exhibit 4-b of the
Company's Annual Report on Form 10-K for the year ended December 31,
1992).
5 Opinion and Consent of Counsel as to the legality of the securities
being registered.
23.A Consent of Independent Public Accountants.
23.B Consent of Counsel (included in Exhibit 5).
EXHIBIT 4.A
AMP INCORPORATED 1993 LONG-TERM EQUITY
<PAGE>
INCENTIVE PLAN, AS AMENDED
1993 LONG-TERM EQUITY INCENTIVE PLAN
------------------------------------
(As Amended and Restated Effective January 1, 1995)
1993 LONG-TERM EQUITY INCENTIVE PLAN
------------------------------------
1. PURPOSE. The purposes of the AMP Incorporated 1993 Long-Term Equity
Incentive Plan (the "Plan") are to encourage selected employees of AMP
Incorporated (the "Company") to acquire a proprietary interest in the
Common Stock of the Company, thereby aligning their interests with the
interests of the shareholders; to generate an increased incentive to
contribute to the Company's future growth and profitability, thus
enhancing the value of the Company for the benefit of its shareholders;
and to strengthen the ability of the Company to attract and retain
exceptionally qualified individuals upon whom the sustained progress,
growth and profitability of the Company depend.
2. DEFINITIONS. As used in the Plan, the following terms shall have the
meanings set forth below:
a) "Agreement" shall mean any agreement, contract, certificate or
other instrument or document that is in writing and evidences any
Award granted under the Plan.
b) "Award" shall mean any Option, Stock Bonus Unit, Supplemental Cash
Bonus, Performance Restricted Share or other grant made under the
Plan.
c) "Award Date" shall mean the date on which an Award is made under
the Plan.
d) "Board" shall mean the board of directors of the Company.
e) "Bonus Computation Date" shall mean the Award anniversaries for
payment of a portion of Stock Bonus Unit and/or Supplemental Cash
<PAGE>
Bonus as described in Section 8 a).
f) "Change in Control" shall mean those events and conditions that
may occasion a change in control in the Company as defined in
Section 12.
g) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
h) "Committee" shall mean a committee of the Board designated by such
Board to administer the Plan and composed of two or more directors,
each of whom is a "disinterested person" within the meaning of
Rule 16b-3. No member of the Committee shall be a current or former
employee of the Company or shall have received an Award under the
Plan within a one-year period prior to his or her appointment to
the Committee. No member of the Committee shall participate in
any decisions of the Committee that will or could affect their own
distributions or other participation under the Plan.
i) "Common Stock" shall mean the Common Stock of the Company, no par
value.
j) "Company" or "Corporation" shall mean AMP Incorporated, a
corporation organized under the laws of the Commonwealth of
Pennsylvania, and any of its subsidiaries, partnerships and joint
ventures.
k) "Competing Business" shall mean, as applied to a particular period
of time, a business that at such time is engaged in the
manufacture, sale or other disposition of a product or products
that is in competition with a product or products of the Company.
l) "Designated Value" shall mean the amount designated by the
Committee with respect to a Stock Bonus Unit as defined in
Section 8 b).
m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
n) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods
or procedures as set forth in Sections 7 a), 7 d), 8 b), and 8 c)
or otherwise established from time to time by the Committee.
o) "Incentive Stock Option" (ISO) shall mean an option granted under
Section 7 of the Plan that is intended to meet the requirements
of Section 422 of the Code, or any successor provision thereto.
p) "Nonqualified Stock Option" (NQSO) shall mean an option granted
under Section 7 of the Plan that is not intended to be an
Incentive Stock Option or does not qualify as an Incentive Stock
Option.
<PAGE>
q) "Option" shall be a right to purchase a specified number of Shares
at a given price within a specified period of time, and shall be
either an Incentive Stock Option or a Nonqualified Stock Option.
r) "Participant" shall mean those officers and other key employees
designated to be granted an Award under the Plan as defined in
Section 5.
s) "Performance Restricted Share" shall mean a restricted Share
granted under Section 10 of the Plan that will either become an
unrestricted Share or be forfeited based on Company performance
during the Performance Vesting Period.
t) "Performance Vesting Period" shall mean a period of three or more
consecutive fiscal years of the Company specified by the Committee
in conjunction with an Award of Performance Restricted Shares under
Section 10 of the Plan.
u) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated
organization, or government or political subdivision thereof.
v) "Plan" shall mean the AMP Incorporated 1993 Long-Term Equity
Incentive Plan.
w) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934,
as amended, or any successor rule or regulation thereto.
x) "Securities Act" means the Securities Act of 1933, as amended.
y) "Share" or "Shares" shall mean the shares of Common Stock.
z) "Stock Bonus Unit" shall mean any Award granted subject and
pursuant to Section 8.
aa) "Supplemental Cash Bonus" shall mean any Award granted under
Section 9 in conjunction with a Stock Bonus Unit.
3. Administration. The Plan shall be administered by the Committee in
accordance with its provisions.
The Committee shall have full and final authority in its discretion to:
i) interpret the provisions of the Plan and to decide all questions of
fact arising in its application, and its interpretation and decisions
shall be in all respects final, conclusive and binding; ii) determine
the employees who will be Participants; iii) determine the type of
Award to be made and the amount, size and terms of each such Award;
iv) determine the time when Awards will be granted; v) impose such
conditions on the grant of Awards as it deems appropriate; and
vi) make all other determinations, rules and regulations necessary or
advisable for the administration of this Plan.
No member of the Committee shall be personally liable for any action
<PAGE>
or determination in respect to the administration of the Plan if made
in good faith.
4. Shares Subject to Plan. The shares of stock subject to Options, Stock
Bonus Units and Performance Restricted Shares shall be the Shares.
Subject to the below-noted provisions, the maximum number of Shares
that may be awarded under the Plan during its term shall be 5,000,000
Shares, subject to adjustment in accordance with Section 20 hereof.
Such Shares may, in whole or part, be authorized and unissued shares or
issued Shares reacquired by the Company. In addition to this number of
Shares that may be awarded under the Plan during its term, to the
extent permitted by Rule 16b-3 promulgated under the Exchange Act and
any interpretations of the Securities and Exchange Commission Staff
thereunder: i) if the total available Shares in any year are not
awarded, the remaining balance of Shares shall be available for use in
ensuing years; ii) similarly, if Awards which have been made under the
Plan for any reason expire, terminate or are forfeited with all or any
portion thereof remaining unexercised or unpaid, then the Shares
corresponding to such unexercised or unpaid Awards will again be
available for award under the Plan; and iii) to the extent Awards of
Stock Bonus Units are paid in cash rather than Shares, or are paid in
Shares and the number of Shares distributed is less than the number of
Stock Bonus Units awarded, the remaining balance of Shares will be
available for future awards under the Plan.
5. Participants. Persons eligible to receive Awards under the Plan shall
be limited to those officers and other key employees of the Company
who, in the opinion of the Committee, are in positions in which their
decisions, actions, and counsel significantly impact upon the growth and
financial success of the Company. The Committee's decisions with respect
to participation shall be final and binding.
6. Awards Under the Plan. Awards under the Plan may be in the form of
Options (both Nonqualified Stock Options and Incentive Stock Options),
Stock Bonus Units with or without Supplemental Cash Bonuses,
Performance Restricted Shares, or any combination of the above. Awards
shall be made in such frequency and on such date as the Committee shall
determine for each Participant. Effective for awards made beginning in
1995, no more than 2 percent of the 5,000,000 shares of Common Stock
approved for distribution under the Plan during its term may be made
subject to awards made to any one participant under the Plan in a given
year.
7. Options. Options shall be evidenced by Option Agreements in such form
and containing such terms and conditions as the Committee shall approve
from time to time, consistent with this Plan. Option Agreements shall
contain in substance, but not be limited to, the following terms and
conditions:
a) Option Price. The Option exercise price for each Share shall be
equal to 100% of the Fair Market Value of a Share on the Award
Date, as determined by the closing sale price reported on the
New York Stock Exchange Composite Tape or such higher price as
may be determined by the Committee in respect to any Option.
<PAGE>
b) Number of Shares. Each Option Agreement shall state the number
of Shares covered by each Option Award.
c) Exercise of Option. Each Option Agreement shall state the period
or periods of time, as may be determined by the Committee, within
which the Option may be exercised by the Participant, in whole or
in part, provided that, subject to the provisions of the next
sentence, the Option may not vest or be exercised earlier than
twelve months after the Award Date of the Option nor later than
ten years after the Award Date of the Option. Notwithstanding
the previous sentence, the Committee shall have the power to
permit, in its discretion, an acceleration of the previously
determined exercise terms, subject to the terms of this Plan,
under such circumstances and upon such terms and conditions as
it deems appropriate. Each Option Agreement shall state the
minimum number of Options that can be exercised in the event a
Participant chooses to exercise fewer than the total number of
Options that are exercisable, and the procedures and methods that
must be followed in order to exercise an Option. During the life
of a Participant, Options shall be exercisable only by such
person or, if disabled, by such person's guardian or legal
representative. After the death of a Participant, Options may
be exercised, subject to the terms of the Plan, by the
Participant's personal representative or by any person empowered
to do so by will or by the laws of descent and distribution.
d) Payment for Shares. Shares purchased pursuant to an Option
Agreement shall be paid for in full at the time of exercise,
either in the form of cash, Common Stock (whether by previously
owned Shares or by having the Company withhold a portion of the
Shares to be received) valued at Fair Market Value on the date of
payment as determined by the closing sales price of the New York
Stock Exchange Composite Tape, or in a combination thereof, as the
Committee may determine.
e) Rights upon Termination of Employment. In the event that a
Participant ceases to be an employee of the Company for any
cause, all Options will terminate immediately or as the
Committee may determine in its sole discretion. Furthermore,
if the Committee in its sole discretion so determines, the
period within which an Option may be exercised may be extended
beyond the date of termination of employment if a Participant
continues to perform services for the Company or a subsidiary
thereof on either a full or part time basis either as an
independent contractor or on a consulting basis or otherwise.
In no event may the Committee continue the term of the Option
beyond its term as stipulated in the Option Agreement.
Notwithstanding the foregoing, any extension of the term of an
Option beyond the date of termination of employment shall be
<PAGE>
contingent on such conditions as the Committee, in its sole
discretion, may determine, including but not limited to the
requirement that the Participant shall not, whether full time
or part time, as an employee, independent contractor, consultant,
advisor or otherwise, engage in or perform any services prior to
the exercise and payment of such Option for a business that is a
Competing Business, or otherwise act in a manner that is inimical
or contrary to the best interests of the Company. In the event that
any of such conditions shall not be fulfilled, the extension of the
term of the Option and the obligations of the Company under this
Section 7 shall forthwith terminate and the Participant's rights
hereunder shall be canceled.
f) Individual Limitations. Option Agreements evidencing Incentive
Stock Options shall contain such terms and conditions as may be
necessary to qualify such Options as Incentive Stock Options,
including but not limited to the following:
i) Notwithstanding anything herein to the contrary, the
aggregate Fair Market Value (determined as of the time the
Option(s) is granted) of the Shares that may become first
exercisable in any calendar year with an Incentive Stock
Option shall not exceed $100,000 for each Participant;
options exercised in excess of $100,000 in a given year
shall be treated as Nonqualified Stock Options.
ii) Notwithstanding anything herein to the contrary, no
Incentive Stock Option shall be granted to any individual if
at the time the Option is to be granted the individual owns
stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company unless
at the time such Option is granted the Option price is at
least 110 percent of the Fair Market Value of the Shares
subject to Option and such Option by its terms is not
exercisable after the expiration of five years from the Award
Date.
iii) The Committee may require Participants to give the Company
prompt notice of any disposition of Shares acquired by
exercise of an Incentive Stock Option if such disposition
occurs within 2 years from the Award Date of such Option or
1 year from the date of transfer of such Shares to
Participant. These requirements to give prompt notice of
disposition may be referred to in legends contained on the
certificates evidencing such Shares.
g) Other Terms. Each Incentive Stock Option Agreement shall
contain such other terms, conditions and provisions as the
Committee may determine to be necessary or desirable in order to
qualify such Option as a tax-favored Option within the meaning of
Section 422 of the Code, or any amendment thereof, substitute
<PAGE>
therefor, or regulation thereunder. No Incentive Stock Option
shall be granted unless such Option, when granted, qualifies as
an Incentive Stock Option. Subject to the limitations of
Section 22 below, the Committee shall have the power to amend
the terms of any Option.
8. Stock Bonus Units. Stock Bonus Units granted under the Plan shall be
evidenced by Agreements in such form and containing such terms and
conditions as the Committee shall approve from time to time, consistent
with this Plan. The Agreements shall specify, but not be limited to,
the number of Stock Bonus Units awarded to a Participant, the Designated
Value of the Shares as of the Award Date, and the Bonus Computation
Dates:
a) Bonus Computation Dates. At the time of the Award of Stock Bonus
Units, the Committee shall establish with respect to each such
Award, Bonus Computation Dates that are the fourth, fifth and
sixth anniversaries of the Award Date and at which time one-third
of the Stock Bonus Units shall be calculated and paid.
b) Designated Value. The Designated Value shall be an amount
designated by the Committee on the Award Date, but in no event
less than 95% of the Fair Market Value as determined by the
average closing sales price as reflected on the New York Stock
Exchange Composite Tape for the 10 trading days immediately prior
to such Award Date.
c) Payment Determination. The amount of payment, if any, shall be
determined on each of the specified Bonus Computation Dates by
subtracting the Designated Value from the Fair Market Value as
determined by the average closing sales price as reflected on the
New York Stock Exchange Composite Tape for the 10 trading days
immediately prior to such Bonus Computation Date, and multiplying
such difference by the number of Stock Bonus Units maturing on the
Bonus Computation Date.
d) Form of Payment. Subject to the provisions of the next sentence,
Awards shall be paid in Shares with the exception that fractional
Shares shall be paid in cash. The Committee, in its sole
discretion, may determine that Awards or any portion thereof may be
paid in cash.
e) Time of Payment . Awards shall be paid as of each Bonus
Computation Date, or as soon thereafter as practical, taking into
consideration effects of any short-swing profit liability imposed
by Section 16 of the Exchange Act in a manner determined by the
Committee. Payments may, in the sole discretion of the Committee,
be made in lump sum distributions and/or installments.
Notwithstanding the foregoing, the Committee may, in its sole
discretion at any time or times after the first anniversary of
the Award Date, accelerate the date that is the Bonus
<PAGE>
Computation Date under such circumstances and upon such terms and
conditions as it deems appropriate.
f) Termination Prior to Award Being Fully Earned. Unless the
Committee, in its sole discretion, determines otherwise, an Award
granted to a Participant shall terminate for all purposes when a
Participant terminates employment with the Company except in the
case of death, disability, or retirement. A Participant, or the
estate of a Participant, whose employment was terminated due to
death, disability or retirement occurring more than one year
after the Award Date shall be eligible to receive a pro rata
portion of the payment of his or her Award based upon the portion
of the performance period during which the Participant was
employed, in such amount and manner and with such conditions as
the Committee shall determine.
If the Committee in its sole discretion so determines,
employment shall not be considered as terminated for the purposes
of this Section 8 f) so long as a Participant continues to
perform services for the Company or a subsidiary thereof on either
a full or part time basis either as an independent contractor or
on a consulting basis or otherwise, provided, however, that
Participant during such period does not, whether full time or
part time, engage in or perform any services as an employee,
independent contractor, consultant, advisor or otherwise, for a
Competing Business.
9. Supplemental Cash Bonus Awards. The Committee may, in its sole
discretion, grant Supplemental Cash Bonus Awards to Participants in
conjunction with payments with respect to Stock Bonus Units. The
Supplemental Cash Bonus Award shall be paid in cash and shall be a
percentage no greater than that calculated to provide an Award
sufficient to pay the anticipated United States Federal income tax at
a maximum rate for the highest taxable bracket with respect to both
the payment for Stock Bonus Units and the Supplemental Cash Bonus
Award rounded up to the next highest whole percentage point. Payment
of the Supplemental Cash Bonus shall be made at the same time as
payment of the Stock Bonus Units.
10. Performance Restricted Shares. Performance Restricted Shares awarded
under the Plan shall be evidenced by Share certificates issued to the
Participant at the time of the Award that bear such legend or legends
as the Company deems necessary or appropriate. These Performance
Restricted Shares shall be governed by Agreements in such form and
containing such terms and conditions as the Committee shall approve from
time to time, consistent with the Plan. These Agreements shall also
contain in substance, but not be limited to, the following terms and
conditions:
a) Performance Vesting Period. At the time of an Award of
Performance Restricted Shares, the Committee shall establish
with respect to such Award a Performance Vesting Period equal to
<PAGE>
three or more consecutive fiscal years of the Company. Awards of
Performance Restricted Shares applicable to a Performance Vesting
Period shall be made by the Committee no later than the end of
the first calendar quarter of the first fiscal year in the
Performance Vesting Period.
b) Terms of an Award. In making an Award of Performance Restricted
Shares, the Committee shall specify i) a number of Performance
Restricted Shares covered by the Award, ii) the applicable
Performance Vesting Period, iii) the minimum average annual ROE to
be attained by the Company over the Performance Vesting Period as a
pre-condition to any of the Performance Restricted Shares becoming
vested at the end of the Performance Vesting Period, iv) a target
average annualized earnings growth rate to be attained by the
Company over the Performance Vesting Period, v) and a super-target
average annualized earnings growth rate to be attained by the
Company over the Performance Vesting Period. For purposes hereof,
1) average annual ROE for a Performance Vesting Period shall be the
arithmetic average of the annual ROE numbers reported for each
fiscal year in the Performance Vesting Period, and 2) the average
annualized earnings growth rate for a Performance Vesting Period
shall be the constant rate of year-to-year earnings growth that,
were it to occur consistently over the Performance Vesting Period,
would generate the actual aggregate earnings realized during the
Performance Vesting Period.
c) Vesting of Performance Restricted Shares. At the end of a
Performance Vesting Period, all Performance Restricted Shares
awarded with respect to the Performance Vesting Period shall be
forfeited, canceled and returned to the Company if the minimum
average annual ROE target applicable to the Performance Vesting
Period has not been attained. If the ROE target has been
attained or exceeded at such point in time, the number of
Performance Restricted Shares awarded to a Participant at the
outset of the Performance Vesting Period that become vested will
be determined by the actual average annualized earnings growth
rate attained over the Performance Vesting Period, as follows:
i) If the actual average annualized earnings growth rate over
the Performance Vesting Period is 0% or less, all
Performance Restricted Shares awarded with respect to the
Performance Vesting Period shall be forfeited, canceled,
and returned to the Company.
ii) If the actual average annualized earnings growth rate over
the Performance Vesting Period is between 0% earnings growth
and the target average annualized earnings growth rate
applicable to the Performance Vesting Period, the actual
growth rate stated as a percentage of the target growth rate
will determine the percentage of the Performance Restricted
<PAGE>
Shares of each Participant that will be vested, with the
balance of the Performance Restricted Shares to be forfeited,
canceled and returned to the Company.
iii) If the actual average annualized earnings growth rate over
the Performance Vesting Period is between the target level
and the super-target level of average annualized earnings
growth applicable to the Performance Vesting Period, the
Participant will be vested in between 100% and 200% of the
Performance Restricted Shares awarded at the outset of the
Performance Vesting Period, with the applicable vesting
percentage determined using direct proportions (e.g., if
the earnings growth rate is 1/4 of the spread between the
target and the super-target, the vesting percentage would be
125%; if the earnings growth rate is 8/10 of the spread
between the target and the super-target, the vesting
percentage would be 180%).
iv) If the actual average annualized earnings growth rate over
the Performance Vesting Period is at or above the super-
target level, the Participant will be vested in 200% of the
Performance Restricted Shares awarded at the outset of the
Performance Vesting Period.
d) Voting of Performance Restricted Shares. During the Performance
Vesting Period applicable to an Award of Performance Restricted
Shares, all voting rights appurtenant to the Performance
Restricted Shares shall be fully exercisable by the Participant
notwithstanding the performance vesting restrictions. However,
during the Performance Vesting Period, no voting rights shall
exist or be exercisable with respect to Performance Restricted
Shares credited to the dividend reinvestment account described
in Section 10 e) below.
e) Dividends. All dividends (cash or stock) payable on non-vested
Performance Restricted Shares during the Performance Vesting
Period applicable to such Award shall be held by the Company in a
phantom dividend reinvestment account. Cash dividends will be
deemed to have been invested in further Performance Restricted
Shares using the closing price on the New York Stock Exchange on
the dividend payment date. Dividends that would be payable on
such dividend reinvestment account Performance Restricted Shares
will also be credited to the account and deemed invested in
further Performance Restricted Shares. At the end of the
Performance Vesting Period, the Participant shall be vested in
the same percentage of the balance of the Performance Restricted
Shares credited to the dividend reinvestment account as the
percentage the Participant is vested, in accordance with the
terms of the Plan, for the Award of the Performance Restricted
Shares applicable to the Performance Vesting Period. The
Participant's vested Performance Restricted Shares under the
dividend reinvestment account shall be paid
<PAGE>
out to the Participant in actual Shares, without further
restriction, plus cash for any fractional Share.
f) Form and Time of Payment. As soon as practical after the end of
a Performance Vesting Period, the Company shall issue to each
Participant with Performance Restricted Shares that vested with
respect to the Performance Vesting Period a certificate for the
number of such vested Shares plus the related number of vested
Shares attributable to the dividend reinvestment account. The
Company shall concurrently cancel the Share certificate issued at
the outset of the Performance Vesting Period to evidence the
Performance Restricted Share Award.
g) Termination Prior to Award Being Fully Earned. Unless the
Committee, in its sole discretion, determines otherwise, an
Award granted to a Participant shall terminate for all purposes
when a Participant terminates employment with the Company except
in the case of death, disability, or retirement. A Participant,
or the estate of a Participant, whose employment was terminated
due to death, disability or retirement occurring more than one
year after the Award Date shall be eligible to receive a pro rata
portion of the payment of his or her Award based upon the portion
of the Performance Vesting Period during which the Participant
was employed, in such amount and manner and with such conditions
as the Committee shall determine.
If the Committee in its sole discretion so determines, employment
shall not be considered as terminated for the purposes of this
Section 10 g) so long as a Participant continues to perform
services for the Company or a subsidiary thereof on either a full
or part time basis either as an independent contractor or on a
consulting basis or otherwise, provided, however, that Participant
during such period does not, whether full time or part time, engage
in or perform any services as an employee, independent contractor,
consultant, advisor or otherwise, for a Competing Business, or
otherwise act in a manner that is inimical or contrary to the best
interests of the Company.
11. Non-Registration. In the event the Shares to be issued hereunder have
not been registered under the Securities Act or a registration is not
then currently effective with respect to such Shares, the Committee
shall require, as a condition to the exercise of any Option and the
award or vesting of any Performance Restricted Shares under this Plan,
that the Participant deliver to the Company at the time of such
exercise, award or vesting a bona fide written representation and
agreement, in a form satisfactory to the Committee, signed by the
Participant or other person then entitled to exercise such Option or
receive vested Performance Restricted Shares, stating that the
Shares are being acquired for his or her own account, for investment
and without any present intention of distribution or reselling said
Shares, or any of them, except as may be permitted under the
Securities Act and then applicable rules and regulations thereunder,
and that the Participant or other person then entitled to exercise
such Option or receive vested Performance Restricted Shares will
indemnify the Company against and hold it free and harmless from any
<PAGE>
loss, damages, expense or liability resulting to the Company if any sale
or distribution of the Shares by such person is contrary to the
representation and agreement referred to above. The Committee may take
whatever additional actions it reasonably deems appropriate to ensure
the observance and performance of such representation and agreement and
to effect compliance with the Securities Act and any other Federal or
state securities laws or regulations, including but not limited to Rule
144 promulgated under the Securities Act. Without limiting the
generality of the foregoing, the Committee may require an opinion of
counsel acceptable to it to the effect that any subsequent transfer of
Shares acquired on an Option exercise or upon vesting of Performance
Restricted Shares does not violate the Securities Act, and may issue
stop-transfer orders covering such Shares. Share certificates evidencing
Shares issued on exercise of such Option or vesting of such Performance
Restricted Shares shall bear an appropriate legend referring to the
provisions of this Section 11 and the agreements herein.
12. Change in Control. For the purposes of this Section, "Change in
Control" shall mean the first to occur of any one of four events
described below:
a) The acquisition of beneficial ownership (other than from the
Company) by any person, entity or "group" within the meaning of
Section 13 d) 3) or Section 14 d) 2) of the Exchange Act
excluding, for this purpose, the Company or its subsidiaries, or
any employee benefit plan of the Company or its subsidiaries that
acquires beneficial ownership of voting securities of the Company
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act), of 30% or more of either the then outstanding shares of
Common Stock or the combined voting power of the Company's then
outstanding voting securities entitled to vote generally in the
election of directors; or
b) A change in the persons constituting the Board as it existed in
the immediately preceding calendar year (the "Incumbent Board")
such that the directors of the Incumbent Board no longer
constitute a majority of the Board; provided that any person
becoming a director in a subsequent year whose election, or
nomination for election, by the Company's shareholders was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest
relating to the election of the directors of the Company, as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) shall be, for purposes of the Plan, considered
as though such person were a member of the Incumbent Board; or
c) Approval by the shareholders of the Company of a reorganization,
merger or consolidation, in each case with respect to which
persons who were the shareholders of the Company immediately prior
<PAGE>
to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting
power entitled to vote generally in the election of the
reorganized, merged or consolidated corporation's then outstanding
voting securities; or
d) A liquidation or dissolution of the Company or the sale of all or
substantially all of the assets of the Company.
Notwithstanding the provisions of Sections 7, 8, 9, and 10 hereof and
the terms of each Agreement, upon the occurrence of a Change of
Control as defined above, all Options that are unexercised and
unexpired shall become immediately and automatically vested for the
period of their remaining terms, and all Stock Bonus Units,
Supplemental Cash Bonus Awards, Performance Restricted Shares and
other applicable Awards granted under the Plan that are unvested and
unpaid shall automatically become immediately vested and payable,
without any further action by the Committee.
13. General Restrictions. The Plan and each Award under the Plan shall be
subject to the condition that, if at any time the Committee shall
determine that the Plan, an Award under the Plan or the issuance or
purchase of Shares in connection therewith requires or it is desirable
that it has i) the listing, registration or qualification of the Shares
subject or related to the Plan upon any securities exchange or under any
the Securities and Exchange Commission or any other governmental
regulatory body, or ii) the consent or approval of any government
regulatory body, or iii) an Agreement by the recipient of an Award with
respect to the disposition of Shares, then such Plan will not be
effective and the Award may not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions
not acceptable to the Committee.
14. Rights of a Shareholder. The recipient of any Award under the Plan
shall not be, nor have any of the rights of, a shareholder with
respect thereto unless and until certificates for Shares are issued to
such Participant.
15. Rights to Terminate Employment. Nothing in the Plan or in any
Agreement entered into pursuant to the Plan shall confer upon any
Participant the right to continue in the employment of the Company or
affect any right that the Company may have to terminate the
employment of such Participant for any reason whatsoever, with or
without good cause.
16. Management, Accounting and Financial Decisions. Nothing in this Plan
shall affect the authority of the management of the Company to make
management, business, accounting and financial decisions concerning
the Company.
17. Withholding of Taxes; Withholding of Shares.
<PAGE>
a) Whenever the Company proposes or is required to issue or transfer
Shares under the Plan, the Company shall have the right to require
the recipient to remit to the Company an amount sufficient to
satisfy any Federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or
certificates for such Shares. Withholding requirements may be
satisfied by cash payments or, at the election of a Participant,
by having the Company withhold a portion of the Shares or
Supplemental Cash Bonus to be received, or by delivering
previously owned Shares, having a value equal to the amount to be
withheld (or such portion thereof as the Participant may elect).
b) Any election to have Shares withheld under this Section or, if so
determined by the Committee, under Section 7 d), may be subject,
in the Committee's discretion, to one or more of the following
restrictions in accordance with Section 16(b) of the Exchange Act:
i) the election shall be irrevocable;
ii) the election shall be subject, in whole or in part, to the
approval of the Committee and to such rules as it may adopt;
iii) the Option that may be part of the transaction must not be
exercised within six months following the election; and
iv) the election shall be made during the time period specified
in Rule 16b-3(e) promulgated under the Exchange Act.
Whenever payments under the Plan are to be made in cash, such payments
shall be net of an amount sufficient to satisfy any Federal, state
and/or local withholding tax requirements.
18. Non-Assignability. Prior to its settlement in the form of cash or
fully vested Shares, no right or benefit under this Plan shall be
subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge the same whether voluntary,
involuntary or by operation of law, shall be void except by will or by
the laws of descent and distribution or by such other means as the
Committee may approve from time to time. No right or benefit under the
Plan shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the person entitled to such benefit.
If any Participant under the Plan should become bankrupt or attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge any right
or benefit under the Plan, then such right or benefit shall, in the sole
discretion of the Committee, cease and determine, and in such event, the
Company may hold or apply the same or any part thereof for the benefit
of the Participant, Participant's spouse, children or other dependents,
or any of them, in such manner and in such proportion as the Committee
may determine.
<PAGE>
The Committee may impose such restrictions on the transferability of
the Shares as it deems appropriate. Any such restrictions shall be set
forth in the respective Agreement and may be referred to in legends
contained on the certificates evidencing such Shares.
19. Non-Uniform Determinations. The Committee's determinations under the
Plan (including without limitation determinations of the persons to
receive Awards, the form, amount and timing of such Awards, the terms
and provisions of such Awards and the Agreements evidencing same, and
the establishment of values and performance targets) need not be
uniform and may be made by it selectively among persons who receive, or
are eligible to receive, Awards under the Plan, whether or not such
persons are similarly situated.
20. Adjustments. In the event of any change in the outstanding Shares of
the Company by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination,
exchange of shares or the like, the Committee shall adjust the
maximum number of Shares that may be issued under the Plan and shall
provide for an equitable adjustment of any outstanding and unexercised
Award or any Shares issuable pursuant to an outstanding and
unexercised Award under this Plan, to the end that after such event
the Participant's proportionate interest shall be maintained as before
the occurrence of such event.
21. Delegation. The Committee may delegate to one or more officers or
managers of the Company, or a committee of such officers or managers,
the authority, subject to such terms and limitations as the Committee
shall determine, to: i) grant Awards to Participants; ii) cancel,
modify, waive rights with respect to Participants; or iii) alter,
discontinue, suspend, or terminate Awards held by Participants;
provided, however, that no such Participants shall be an officer,
director or ten percent shareholder of the Company within the meaning
of those terms under Section 16 of the Exchange Act.
22. Amendment. The Board may amend, suspend or terminate the Plan at any
time or from time to time, except that no amendment shall be effective
without shareholder approval if shareholder approval of such
amendment, suspension or termination would be required in order to
ensure that the Plan, as amended, would continue to meet the
requirements of Rule 16b-3 promulgated under the Exchange Act. Except as
may be provided in any Agreement, the termination or any modification or
amendment of the Plan shall not, without the consent of a Participant,
affect a Participant's rights under an Award previously granted.
23. Effect on Other Plans. Nothing in this Plan shall be construed to
limit the right of the Company to establish any other forms of
incentives or compensation for employees of the Company, or to grant
or assume Options or restricted stock otherwise than under this Plan
in connection with any proper corporate purpose.
<PAGE>
24. Duration of the Plan. The Plan shall remain in effect until all
Awards under the Plan either have been satisfied by the issuance of
Shares or the payment of cash, or have expired or been forfeited by
their terms, but no Award shall be granted more than ten years after
the date the Plan is adopted by the Board or the date the Plan
receives shareholder approval, whichever is earlier.
25. Funding of the Plan. This Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or to make
any other segregation of assets to assure the payment of any Award
under this Plan and payment of Awards shall be subordinate to the
claims of the Company's general creditors.
26. Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or as to any Person or Award, or would disqualify the
Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable
laws, or if it cannot be so construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person, or Award, and the remainder of the Plan and any
such Award shall remain in full force and effect.
27. Construction. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used
in the feminine gender in all cases where they would so apply, and
wherever any words are used herein in the singular form they shall be
construed as though they were also used in the plural form in all
cases where they would so apply.
28. Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
29. Governing Law. The validity, construction and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the Commonwealth of Pennsylvania and
applicable Federal law.
30. Effective Date. The Plan was duly approved by the stockholders of
the Company at the 1993 Annual Meeting of Stockholders and was
effective on July 1, 1993. Subject to the provisions of Section 31,
this amendment and restatement of the Plan as amended shall be
effective on January 1, 1995.
31. Approval of Stockholders. Notwithstanding anything herein to the
contrary, the Plan as amended and restated herein shall be effective
only if it is approved by holders of a majority of the outstanding
Shares entitled to vote and either present in person or represented by
proxy at an Annual Meeting of Stockholders to be held in 1995.
<PAGE>
AMP Incorporated David F. Henschel
Harrisburg, PA 17105-3608 Corporate Secretary
Associate General Counsel
Mail Stop 176-48
Phone: 717-780-4205
Fax: 717-780-4022
Internet: [email protected]
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Executive Offices
June 26, 1995
AMP Incorporated
470 Friendship Road
Harrisburg, PA 17111
re: Opinion of Counsel as to Legality of 10,000,000 Shares of
Common Stock of AMP Incorporated Registered under the
Securities Act of 1933
AMP Incorporated:
This opinion is furnished in connection with the filing of a post-effective
amendment to Registration No. 33-65048 on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission with respect to 10,000,000 shares (as adjusted for the
2 - for - 1 stock split in 1995, and subject to further adjustment in certain
<PAGE>
circumstances as provided under the terms of the AMP Incorporated 1993 Long-
Term Equity Incentive Plan, as amended) of Common Stock, no par value (the
"AMP Common Stock") of AMP Incorporated, a Pennsylvania corporation (the
"Company"), which may be offered to employees of the Company pursuant to the
AMP Incorporated 1993 Long-Term Equity Incentive Plan, as amended (the "Plan").
The Plan provides for the issuance to certain employees of the Company and its
subsidiaries, partnerships and joint ventures of i) options to purchase AMP
Common Stock; ii) performance restricted shares of AMP Common Stock that are
based on the achievement of return on investment and average annual earnings
growth targets over 3-year periods; iii) Stock Bonus Units, which are rights
similar to stock appreciation rights, have a value directly derived from the
value of the AMP Common Stock, and typically are settled for AMP Common Stock
rather than for cash only; and/or iv) a Supplemental Cash Bonus that is
intended to enable participants to retain AMP Common Stock distributed in
connection with the settlement of Stock Bonus Units. All shares of AMP
Common Stock to be distributed under the Plan will be either issued shares
reacquired on the open market by and held in the treasury of the Company,
or authorized and unissued shares of AMP Common Stock.
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
In this connection, I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of i) the Plan; ii) the
Articles of Incorporation of the Company; iii) the Bylaws of the Company as
amended and restated to date; iv) resolutiions adopted by the Board of
Directors of the Company on January 25, 1995; v) the Proxy Statement and
certificate of vote relating to the adoption of the Plan by the Company's
shareholders at the Annual Meeting of Shareholders held on April 26, 1995;
vi) the form of Post-Effective Amendment No. 1 to Form S-8 proposed to be
filed with the Securities and Exchange Commission; vii) the prospectus covering
the AMP Common Stock which is part of the Post-Effective Amendment No. 1; and
viii) such documents as I have deemed necessary or appropriate as a basis for
the opinion set forth below.
In my examination, I have assumed, without investigation, the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to me as originals, the conformity to the original documents
and records of all documents and records submitted to me as certified,
photostatic or facsimile or other electronically transmitted copies and the
authenticity of documents and records of which they are copies, the accuracy and
completeness of all corporate records made available to me, the identity and
capacity of all individuals acting or purporting to act as public officials, and
the accuracy of the factual matters contained in the documents and records I
have examined. I have further assumed, without investigation, that each party to
such documents and records other than the Company: i) has the power and capacity
to enter into and perform all of its obligations under such documents and
records; ii) has duly authorized all requisite action with respect to such
documents and records; and iii) has duly executed and delivered such documents
and records.
As to any facts material to this opinion that I did not independently establish
or verify, I have relied upon statements and representations of officers and
other representatives of the Company and others. No facts have come to my
attention that would cause me to believe any statements of facts assumed or
relied upon by me are untrue or incorrect.
I am qualified to act as counsel in the Commonwealth of Pennsylvania and express
no opinion as to the laws of any other jurisdiction other than the laws of the
Commonwealth of Pennsylvania and, to the extent applicable hereto,
<PAGE>
the laws of the United States of America.
Based on and subject to the foregoing, I hereby advise you that it is my opinion
that all necessary corporate proceedings by the Company have been duly taken to
authorize the issuance of AMP Common Stock upon the exercise of the stock
options, the grant of performance restricted shares or the settlement of Stock
Bonus Units granted under the Plan, and assuming that all such awards granted
pursuant to the Plan will be granted in accordance with the Plan, upon issuance
and delivery of such AMP Common Stock and payment therefor in accordance with
the provisions of the Plan, and as contemplated by the Registration Statement
and Post-Effective Amendment No. 1 thereto, the AMP Common Stock will have been
legally issued, fully paid and nonassessable.
This opinion is rendered by me solely for the purpose stated in the first
paragraph hereof and is limited to the matters expressly stated herein as of
the date hereof, and no opinion or other statement may be inferred or
implied beyond matters expressly stated herein. The undersigned hereby
consents to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5 to the Post-Effective Amendment No. 1 to Registration
No. 33-65048 with respect to the AMP Common Stock under the Securities Act
of 1933, as amended. In giving this consent, I do not admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended or the rules and regulations of the
Securities and Exchange Commission. No other person, plan or entity is
entitled to rely on this letter or any portion thereof without my express
prior written consent.
Respectfully yours,
/s/ D.F. Henschel
David F. Henschel
Corporate Secretary
<PAGE>
EXHIBIT 23.A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AMP Incorporated:
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 to Registration
Statement No. 33-65048 on Form S-8 of our reports dated February 17,
1995 included or incorporated by reference in AMP Incorporated's Form 10-K
for the year ended December 31, 1994.
/s/ Arthur Andersen LLP
-----------------------------
Philadelphia, PA
June 26, 1995
