<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998
REGISTRATION NO. ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------------------
COMPUTER NETWORK TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1356476
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
605 NORTH HIGHWAY 169
MINNEAPOLIS, MINNESOTA 55441
(Address of Principal Executive Offices) (Zip Code)
1997 RESTRICTED STOCK PLAN
(Full Title of the Plan)
GREGORY T. BARNUM
CHIEF FINANCIAL OFFICER
COMPUTER NETWORK TECHNOLOGY CORPORATION
605 NORTH HIGHWAY 169
MINNEAPOLIS, MINNESOTA 55441
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(612) 797-6100
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================== =============== ==================== ==================== =================
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- -------------------- --------------- -------------------- -------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 100,000 shares $6.125 $612,500 $181
per share
==================== =============== ==================== ==================== =================
</TABLE>
(1) This Registration Statement relates to 100,000 shares of Common Stock to be
offered pursuant to the Computer Network Technology Corporation 1997
Restricted Stock Plan.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the
average of the high and low sale prices per share of the Registrant's
Common Stock as reported on the NASDAQ National Market System on July 23,
1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed (File No. 0-13994) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated in this Registration Statement by reference and
made a part hereof:
(a) The Annual Report on Form 10-K of Computer Network Technology
Corporation (the "Company") for the fiscal year ended December
31, 1997, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed under the Exchange
Act, including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all of the shares of Common Stock offered by this
Registration Statement have been sold or which deregisters all such shares of
Common Stock then remaining unsold shall be deemed to be incorporated by
reference in and to be a part of this Registration Statement from the date of
filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 4.06 of Article IV the Company's Restated Articles of
Incorporation, as amended, authorizes the Company's Board of Directors to adopt
a plan to indemnify the Company's officers, directors, employees and agents
against liability asserted against, or incurred by, such persons in any such
capacity or arising out of their status as such, and to purchase and maintain
insurance for such persons, to the fullest extent penmissable under Chapter 302A
of the Minnesota Statutes. Under Section 1 of Article VII of the Company's
By-Laws, the Company may indemnify such persons for such expenses and
liabilities in such manner, under such circumstances and to such extent as is
permitted by the laws of the State of Minnesota as now enacted or hereafter
amended.
Section 302A.521 of the Minnesota Statutes provides that, unless
prohibited or limited by its articles of incorporation or bylaws, a corporation
shall indemnify a person made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of the person against
judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, such person (1) has
II-1
<PAGE>
not been indemnified by another organization or employee benefit plan for the
same judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit and certain statutory provisions and procedures
regarding conflicts of interest, if applicable, have been satisfied; (4) in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful; and (5) acted in a manner that such person reasonably believed was
in the best interests of the corporation or, in certain limited circumstances,
not opposed to the best interests of the corporation. In addition, in certain
circumstances and on satisfaction of certain conditions, Section 302A.521
requires payment or reimbursement by the Company, upon written request, of
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in advance of the final disposition of the proceeding. The
determination whether indemnification is required and whether payment or
reimbursement of a person in advance of the final disposition of a proceeding is
made by a disinterested majority of the Board of Directors present at a meeting
at which a disinterested quorum is present, or by a designated committee of
disinterested directors, by special legal counsel, by the disinterested
shareholders, or by a court.
Section 4.06 of Article IV of the Company's Restated Articles of
Incorporation provides that no director of the Company shall be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of the director's duty
of loyalty to the Company or its shareholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) for dividends, stock repurchases, and other distributions made in
violation of Minnesota law, the Company's Articles of Incorporation or Bylaws or
any agreement or for violations of the Minnesota securities laws; (iv) for any
transaction from which the director derived an improper personal benefit; or (v)
for any act or omission occurring prior to the effective date of the provision
limiting such liability in the Company's Articles of Incorporation. Section 4.06
does not affect the availability of equitable remedies, such as an action to
enjoin or rescind a transaction involving a breach of fiduciary duty, although,
as a practical matter, equitable relief may not be available. It also does not
limit liability of the directors for violations of, or relieve them from the
necessity of complying with, the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
------- -----------
4.1 Restated Articles of Incorporation of the Company, as amended
(incorporated herein by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated June 24, 1992).
4.2 By-Laws of the Company, as amended (incorporated herein by
reference to Exhibit 3B to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991).
5 Opinion of Faegre & Benson LLP, Corporate Counsel to the
Company.
23.1 Consent of Faegre & Benson LLP, to the filing of its opinion
as an exhibit to this Registration Statement (included in
Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney authorizing Gregory T. Barnum to sign and
file all amendments and exhibits to this Registration
Statement and any and all applications and instruments
pertaining to the registration of the securities covered
hereby on behalf of the directors and officers of the Company
(included as part of the signature page of this Registration
Statement).
99 Computer Network Technology Corporation 1997 Restricted Stock
Plan.
99.1 Form of Restricted Stock Agreement in connection with the
Computer Network Technology Corporation 1997 Restricted Stock
Plan.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
(a) 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 Securities Act;
(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 hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(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 (a)(i) and (a)(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 Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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.
(d) 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 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.
(e) That, insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In
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.
II-3
<PAGE>
SIGNATURES
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 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 Minneapolis, State of Minnesota, on July 24,
1998.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By: /s/ Gregory T. Barnum
------------------------------------------
Gregory T. Barnum, Chief Financial Officer
Each of the undersigned officers and directors of Computer Network
Technology Corporation hereby appoints Gregory T. Barnum as attorney and agent
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) and exhibits to this Registration
Statement and any and all applications and instruments pertaining to the
registration of the securities covered hereby, with full power and authority to
do and perform any and all acts and things whatsoever requisite and necessary or
desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas G. Hudson
- -------------------------
Thomas G. Hudson President and Chief Executive July 24, 1998
Officer (Principal Executive
Officer) and Director
/s/ Gregory T. Barnum
- -------------------------
Gregory T. Barnum Chief Financial Officer (Principal July 24, 1998
Financial Officer)
/s/ Jeffrey A. Bertelsen
- -------------------------
Jeffrey A. Bertelsen Corporate Controller and Treasurer July 24, 1998
(Principal Accounting Officer)
/s/ Patrick W. Gross
- -------------------------
Patrick W. Gross Director July 24, 1998
/s/ Erwin A. Kelen
- -------------------------
Erwin A. Kelen Director July 24, 1998
/s/ Lawrence Perlman
- -------------------------
Lawrence Perlman Director July 24, 1998
/s/ John A. Rollwagen
- -------------------------
John A. Rollwagen Director July 24, 1998
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
- ------- ----
4.1 Restated Articles of Incorporation of the Company,
as amended (incorporated herein by reference to
Exhibit 2 to the Company's Current Report on Form
8-K dated June 24, 1992).
4.2 By-Laws of the Company, as amended (incorporated
herein by reference to Exhibit 3B to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).
5 Opinion of Faegre & Benson LLP, Corporate Counsel
to the Company.....................................Electronically Filed
23.1 Consent of Faegre & Benson LLP to the filing of
its opinion as an exhibit to this Registration
Statement (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP...................Electronically Filed
24 Power of Attorney authorizing Gregory T. Barnum to
sign and file all amendments and exhibits to this
Registration Statement and any and all
applications and instruments pertaining to the
registration of the securities covered hereby on
behalf of the directors and officers of the
Company (included as part of the signature page of
this Registration Statement).
99 Computer Network Technology Corporation 1997
Restricted Stock Plan..............................Electronically Filed
99.1 Form of Restricted Stock Agreement in connection
with the Computer Network Technology Corporation
1997 Restricted Stock Plan.........................Electronically Filed
<PAGE>
EXHIBIT 5 AND 23.1
[Letterhead of Faegre & Benson LLP]
July 24, 1998
Computer Network Technology Corporation
605 North Highway 169
Minneapolis, Minnesota 55441
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of 100,000 shares of Common Stock, par value $0.01 per share (the
"Shares"), of Computer Network Technology Corporation, a Minnesota corporation
(the "Company"), under the Company's 1997 Restricted Stock Plan (the Plan), we
have examined such corporate records and other documents, including the
Registration Statement, and have reviewed such matters of law as we have deemed
relevant hereto, and, based upon this examination and review, it is our opinion
that all necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Shares and that, when issued and sold as
contemplated in the Plan and the Registration Statement, the Shares will be
legally issued, fully paid and nonassessable under the current laws of the State
of Minnesota.
We are admitted to the practice of law in the State of Minnesota and
the foregoing opinions are limited to the laws of that state and the federal
laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FAEGRE & BENSON LLP
<PAGE>
Exhibit 23.2
[Letterhead of KPMG Peat Marwick LLP]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Computer Network Technology Corporation:
We consent to the use of our reports incorporated herein by reference in this
Form S-8 Registration Statement.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
July 24, 1998
<PAGE>
EXHIBIT 99
COMPUTER NETWORK TECHNOLOGY CORPORATION
1997 RESTRICTED STOCK PLAN
1. PURPOSE. The purpose of this 1997 Restricted Stock Plan (the "Plan") is
to promote the interests of Computer Network Technology Corporation, a Minnesota
corporation (the "Company"), and its shareholders by providing personnel (other
than officers or directors) of the Company and any parent or subsidiary thereof
with an opportunity to acquire a proprietary interest in the Company and thereby
develop a stronger incentive to put forth maximum effort for the continued
success and growth of the Company. In addition, the Company's ability to provide
the opportunity to acquire a proprietary interest in the Company will aid in
attracting and retaining personnel of outstanding ability.
2. ADMINISTRATION.
(a) GENERAL. This Plan shall be administered by a committee of two or
more directors of the Company (the "Committee") appointed by the Company's
Board of Directors (the "Board"). If the Board has not appointed a
committee to administer this Plan, then the Board shall constitute the
Committee. The Committee shall have the power, subject to the limitations
contained in this Plan, to fix any terms and conditions for the grant or
exercise of any award under this Plan. No director shall serve as a member
of the Committee unless such director is a "non-employee director" as that
term is defined in Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or any successor statute or
regulation comprehending the same subject matter. A majority of the members
of the Committee shall constitute a quorum for any meeting of the
Committee, and the acts of a majority of the members present at any meeting
at which a quorum is present or the acts unanimously approved in writing by
all members of the Committee shall be the acts of the Committee. Subject to
the provisions of this Plan, the Committee may from time to time adopt such
rules for the administration of this Plan as it deems appropriate. The
decision of the Committee on any matter affecting this Plan or the rights
and obligations arising under this Plan or any award granted hereunder,
shall be final, conclusive and binding upon all persons, including without
limitation the Company, shareholders and participants in this Plan.
(b) INDEMNIFICATION. To the full extent permitted by law, (i) no
member of the Committee or person to whom authority under this Plan is
delegated shall be liable for any action or determination taken or made in
good faith with respect to this Plan or any award granted hereunder and
(ii) the members of the Committee and each person to whom authority under
this Plan is delegated shall be entitled to indemnification by the Company
against and from any loss incurred by such member or person by reason of
any such actions and determinations.
<PAGE>
(c) DELEGATION OF AUTHORITY. The Committee may delegate all or any
part of its authority under this Plan to the Chief Executive Officer of the
Company for purposes of granting and administering awards granted to
persons other than persons who are then subject to the reporting
requirements of Section 16 of the Exchange Act ("Section 16 Individuals").
The Chief Executive Officer of the Company may, in turn, delegate such
authority to such other officer of the Company as the Chief Executive
Officer may determine.
3. SHARES. The shares that may be made subject to awards granted under this
Plan shall be authorized and unissued shares of Common Stock of the Company, par
value $.01 per share ("Shares," and each individually a "Share"), and they shall
not exceed 100,000 Shares in the aggregate, subject to adjustment as provided in
paragraph 10, below. If any Shares subject to awards granted under this Plan are
cancelled or returned to the Company because any conditions, limitations or
restrictions imposed on such awards are not complied with or satisfied, such
Shares may not be made subject to subsequent awards granted under this Plan.
4. ELIGIBLE PARTICIPANTS. Stock awards may be granted under this Plan to
any full-time employee of the Company, or any parent or subsidiary thereof, who
is not, at the time of such award, an officer or director of the Company or any
parent thereof. Stock awards also may be granted to (i) individuals or entities
who are not employees but who provide services to the Company or a parent or
subsidiary thereof in the capacity of an advisor or consultant and (ii) any
individual or entity that the Company desires to induce to become an employee,
advisor or consultant, but any such grant shall be contingent upon such
individual or entity becoming employed by the Company or a parent or subsidiary
thereof. References herein to "employment" and similar terms (except "employee")
shall include the providing of services in the capacity of an advisor or
consultant. The employees and other individuals and entities to whom awards may
be granted pursuant to this paragraph 4 are referred to herein as "Eligible
Participants."
5. TERMS AND CONDITIONS OF STOCK AWARDS. The Committee may, from time to
time during the term of this Plan, grant stock awards to such Eligible
Participants as the Committee may determine, such stock awards consisting of
grants of Shares to be issued to the designated Eligible Participants. In
determining the Eligible Participants to whom stock awards shall be granted and
the number of Shares to be covered by each stock award, the Committee may take
into account the nature of the services rendered by the respective Eligible
Participants, their present and potential contributions to the success of the
Company, and such other factors as the Committee in its sole discretion may deem
relevant. Shares issued pursuant to any stock award may be unrestricted or may
be subject to such conditions, limitations and restrictions, if any, as may be
provided in a written agreement pursuant to paragraph 6 providing for the stock
award. The maximum number of Shares that may be granted to any one Eligible
Participant pursuant to any stock awards under this Plan in any fiscal year of
the Company may not exceed 25,000 Shares (subject to adjustment pursuant to
paragraph 10 hereof).
6. AGREEMENTS. Stock awards granted under this Plan may, but need not, be
made subject to a written agreement in such form or forms as the Committee may
from time to time determine.
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<PAGE>
7. FAIR MARKET VALUE. For purposes of this Plan, the "Fair Market Value" of
a Share at a specified date shall, unless otherwise expressly provided in this
Plan, mean:
(a) the closing sale price of a Share on the date immediately
preceding that date or, if no sale of Shares shall have occurred on that
date, on the next preceding day on which a sale of Shares occurred on the
National Association of Securities Dealers, Inc. Automated Quotations
National Market System (NMS), or
(b) if the Shares are not quoted on the NMS, what the Committee
determines in good faith to be 100% of the fair market value of a Share on
that date.
If the NMS has closed for the day at the time the event occurs that triggers a
determination of Fair Market Value, all references in this paragraph to the
"date immediately preceding that date" shall be deemed to be references to "that
date."
8. TAX WITHHOLDING. A person receiving a stock award may, as a condition
precedent to receiving the award or to receiving Shares following the lapse of
conditions, limitations or restrictions relating thereto, be required to pay the
Company a cash amount equal to the amount of any required withholdings. In lieu
of all or any part of such a cash payment, the Committee may, but shall not be
required to, provide in any agreement provided for in paragraph 6 (or provide by
Committee action with respect to any outstanding award) that a person may cover
all or any part of the required withholdings, and any additional withholdings up
to the amount needed to cover the individual's full FICA and federal, state and
local income tax liability with respect to income arising from the award,
through the delivery to the Company of unencumbered Shares, through a reduction
in the number of Shares delivered to the person receiving the award or through a
subsequent return to the Company of Shares delivered to the person receiving the
award (in each case, such Shares having an aggregate Fair Market Value on the
date on which the withholding obligation arises equal to the amount of the
withholding taxes being paid through such delivery, reduction or subsequent
return of Shares).
9. DISSOLUTION, LIQUIDATION, MERGER. In the event of (a) the proposed
dissolution or liquidation of the Company, (b) a proposed sale of substantially
all of the assets of the Company or (c) a proposed merger, consolidation of the
Company with or into any other entity, regardless of whether the Company is the
surviving corporation, or a proposed statutory share exchange with any other
entity (the actual effective date of the dissolution, liquidation, sale, merger,
consolidation or exchange being herein called an "Event"), the Committee may,
but shall not be obligated to, either (i) if the Event is a merger,
consolidation or statutory share exchange, make appropriate provision for the
protection of outstanding awards granted under this Plan by the substitution, in
lieu of such awards, of awards covering appropriate voting common stock (the
"Survivor's Stock") of the corporation surviving any such merger or
consolidation or, if appropriate, the parent corporation of the Company or such
surviving corporation, or (ii) declare, at least twenty days prior to the Event,
and provide written notice to each holder of an outstanding award of the
declaration, that all conditions, limitations and restrictions relating to each
outstanding award are cancelled and terminated and that the Shares subject to
each such outstanding award are unrestricted.
-3-
<PAGE>
10. ADJUSTMENTS. In the event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, or extraordinary dividend or divestiture
(including a spin-off), or any other change in the corporate structure or Shares
of the Company, the Committee (or if the Company does not survive any such
transaction, a comparable committee of the Board of Directors of the surviving
corporation) may, without the consent of any holder of an award, make such
adjustment as it determines in its discretion to be appropriate as to the number
and kind of securities subject to and reserved under this Plan and, in order to
prevent dilution or enlargement of rights of participants in this Plan, the
number and kind of securities subject to outstanding awards.
11. COMPLIANCE WITH LEGAL REQUIREMENTS. No certificate for Shares
distributable under this Plan shall be issued and delivered unless the issuance
of such certificate complies with all applicable legal requirements including,
without limitation, compliance with the provisions of applicable state
securities laws, the Securities Act of 1933, as amended, and the Exchange Act.
12. RIGHT TO TERMINATE EMPLOYMENT. Nothing contained in this Plan, or in
any award granted pursuant to this Plan, shall confer upon any person any right
to continued employment by the Company or any parent or subsidiary of the
Company or limit in any way the right of the Company or any such parent or
subsidiary to terminate such person's employment at any time.
13. GOVERNING LAW. To the extent that federal laws do not otherwise
control, this Plan and all determinations made and actions taken under this Plan
shall be governed by the laws of the State of Minnesota, without regard to the
conflicts of law provisions thereof, and construed accordingly.
14. AMENDMENT AND DISCONTINUANCE OF PLAN. The Board may at any time amend,
suspend or discontinue this Plan; provided, however, that no amendment to this
Plan shall, without the consent of the holder of the award, alter or impair any
award previously granted under this Plan. To the extent considered necessary to
comply with applicable provisions of the Code, any such amendments to this Plan
may be made subject to approval by the shareholders of the Company.
15. TERM.
(a) EFFECTIVE DATE. This Plan shall be effective as of May 15, 1997.
(b) TERMINATION. This Plan shall remain in effect until all Shares
subject to it are distributed or this Plan is terminated under paragraph 14
above.
-4-
<PAGE>
Exhibit 99.1
COMPUTER NETWORK TECHNOLOGY CORPORATION
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the ___ day of _______, ____, between
Computer Network Technology Corporation, a Minnesota corporation (the "Company")
and ________________________ (the "Employee"),
W I T N E S S E T H:
WHEREAS, the Computer Network Technology Corporation 1997 Restricted
Stock Plan (the "Plan") permits the Company to make certain awards to Employees,
including awards of Restricted Stock; and
WHEREAS, the Committee has determined to make an award of Restricted
Stock to the Employee, such award to be governed by the terms of the Plan and
this Agreement;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
parties agree as follows:
1. GRANT OF RESTRICTED STOCK
(a) Subject to the terms and conditions of the Plan and of this
Agreement (and subject to execution of this Agreement by
Employee), the Company has granted to Employee _______ Shares,
as defined in the Plan. Such Shares are subject to the
restrictions provided for herein and are referred to
collectively as the "Restricted Shares" and each as a
"Restricted Share".
(b) Each Restricted Share shall be evidenced by a duly issued
stock certificate (which may represent more than one
Restricted Share) registered in the name of Employee. Employee
shall have all rights of a shareholder of the Company with
respect to each Restricted Share (including voting rights and
the right to receive dividends and other distributions),
except that all restrictions provided for herein shall apply
to each Restricted Share and to any other securities
distributed with respect to such Restricted Share.
(c) No Restricted Share may be sold, transferred, pledged,
hypothecated or otherwise encumbered or disposed of until such
Restricted Share has vested in Employee in accordance with all
terms and conditions of this Agreement. Each Restricted Share
shall remain restricted and subject to forfeiture by Employee
to the Company unless and until such Restricted Share has
vested in Employee in accordance with all terms and conditions
of this Agreement.
(d) Each stock certificate evidencing any Restricted Share shall
contain such legends and stock transfer instructions or
limitations as may be determined or authorized by the
Committee in its sole discretion; and the Company may, in its
sole discretion, retain custody of any such certificate
throughout the period during which any Restrictions
<PAGE>
are in effect and require, as a condition to issuing any such
certificate, that the Employee tender to the Company a stock
power duly executed in blank relating thereto.
2. NORMAL VESTING. For purposes of this Agreement, the term
"Employment" and similar terms shall include the providing of services to the
Company, or a parent or subsidiary thereof, in the capacity of employee, advisor
or consultant. If the Employee remains continuously employed by the Company or a
parent or subsidiary thereof (excluding any periods during which the Employee is
on approved leaves of absence) for a period of four years commencing with the
date of this Agreement, then the Restricted Shares will vest.
3. ACCELERATED VESTING. Notwithstanding paragraph 2, above, the
Restricted Shares shall vest immediately upon (i) a declaration by the Committee
pursuant to paragraph 9 of the Plan upon the occurrence of an "Event," as
defined therein, (ii) a Change in Control as defined in paragraph 5 of this
Agreement, (iii) the death of the Employee or the Employee's becoming
permanently disabled, or (iv) the achievement by the Employee (or the Employee
and others as a group if so provided in Exhibit A) of the performance objectives
described in Exhibit A attached to this Agreement, as revised or modified from
time to time by the Committee in accordance with paragraph 7 of this Agreement.
Accelerated vesting upon achievement of performance objectives may be
incremental -- that is, designated numbers of the Restricted Shares may vest
successively upon achievement of different performance objectives and certain of
the performance objectives may not be identified until a future date.
4. ISSUANCE OF UNRESTRICTED SHARES. Upon the vesting of any Restricted
Shares, all restrictions on the transferability of such Restricted Shares will
lapse, and the Company will, subject to the provisions of paragraphs 8 and 11 of
the Plan (dealing with payment of required withholding taxes and other legal
requirements, respectively), issue to the Employee a certificate evidencing the
Restricted Shares that is free of transfer or other restrictions.
5. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" of the Company shall be deemed to occur if any of the following occur:
(1) The acquisition by an individual, entity, or group (within the
meaning of Section 13(d)(3) or l4(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of
40% or more of either (A) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of the Board (the
"Outstanding Company Voting Securities"); provided, however, that the
following acquisitions shall not constitute a change in Control:
(A) any acquisition of voting securities of the Company directly
from the Company,
(B) any acquisition of voting securities of the Company by the
Company or any of its wholly owned Subsidiaries,
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<PAGE>
(C) any acquisition of voting securities of the Company by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries, or
(D) any acquisition by any corporation with respect to which,
immediately following such acquisition, more than 60% of,
respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such acquisition in substantially the
same proportions as was their ownership, immediately prior to
such acquisition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be;
(2) Individuals who, as of the date of this Agreement, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date of this Agreement, 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 shall be considered a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest which was (or, if threatened, would have
been) subject to Exchange Act Rule 14a-l l;
(3) Approval by the shareholders of the Company of a reorganization,
merger, consolidation, or statutory exchange of Outstanding Company
Voting Securities, unless immediately following such reorganization,
merger, consolidation, or exchange, all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger,
consolidation, owned, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization, merger,
consolidation, or exchange in substantially the same proportions as was
their ownership, immediately prior to such reorganization, merger,
consolidation, or exchange, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be; or
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<PAGE>
(4) Approval by the shareholders of the Company of (A) a complete
liquidation or dissolution of the Company or (B) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation with respect to which, immediately
following such sale or other disposition, more than 60% of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in substantially
the same proportion as was their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.
(5) Notwithstanding the above, a Change in Control shall not be deemed
to occur with respect to the Employee if the acquisition of the 40% or
greater interest referred to in subsection (i) is by a group, acting in
concert, that includes the Employee or if at least 40% of the then
outstanding common stock or combined voting power of the then
outstanding voting securities (or voting equity interests) of the
surviving corporation or of any corporation (or other entity) acquiring
all or substantially all of the assets of the Company shall be
beneficially owned, directly or indirectly, immediately after a
reorganization, merger, consolidation, statutory share exchange or
disposition of assets referred to in subsections (iii) or (iv) by a
group, acting in concert, that includes the Employee.
6. FORFEITURE. If the Employee's employment with the Company, or a
parent or subsidiary thereof, is terminated, other than by reason of the
Employee's death or permanent disability, then any Restricted Shares that have
not previously vested shall be forfeited by Employee to the Company, Employee
shall thereafter have no right, title or interest whatever in such Restricted
Shares, and Employee shall immediately return to the Company all certificates
representing Restricted Shares so forfeited.
7. THE COMMITTEE; ADJUSTMENTS. The Committee, in its sole and absolute
discretion, shall determine (i) whether the Employee has become permanently
disabled, (ii) whether or the extent to which performance objectives described
in Exhibit A have been achieved, and (iii) any other terms and conditions
relating to this award. The Committee in its sole and absolute discretion, may
modify previously established goals if it determines that modification is
advisable. In addition, the Committee may modify this award, in its sole and
absolute discretion, to adjust the number or type of securities subject hereto
in the event of a reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of
shares, rights offering, or extraordinary dividend or divestiture (including a
spin-off), or any other change in the corporate structure or Shares of the
Company.
8. EMPLOYMENT. This Agreement shall not give Employee any right to
continued employment with the Company or any parent or
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<PAGE>
subsidiary thereof, and the Company or any parent or subsidiary thereof
employing Employee may terminate such employment or otherwise treat Employee
without regard to the effect it may have upon Employee or any Restricted Shares
under this Agreement.
9. MISCELLANEOUS. This Agreement is entered into pursuant to the Plan
and is subject to all of the terms and conditions contained in the Plan. A copy
of the Plan is on file with the Company; and, by acceptance hereof, the Employee
agrees and accepts this Agreement subject to the terms of the Plan. This
Agreement shall be binding upon and inure to the benefit of any successor of the
Company. This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota. This Agreement contains all terms and
conditions with respect to the subject matter hereof and no amendment,
modification or other change hereto shall be of any force or effect unless and
until set forth in a writing executed by Employee and the Company.
IN WITNESS WHEREOF, Employee has executed this Agreement and the
Company has caused this Agreement to be executed by its duly authorized officer,
all as of the day and year first above written.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By__________________________________________
Its_____________________________________
____________________________________________
Employee
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<PAGE>
EXHIBIT A
TO RESTRICTED STOCK AGREEMENT DATED ________________
BETWEEN _________________ AND
COMPUTER NETWORK TECHNOLOGY CORPORATION
The Restricted Shares subject to the Restricted Stock Agreement to
which this Exhibit A is attached shall vest if Employee ______________________ .
6
