<PAGE>
As filed with the Securities and Exchange Commission on September 1, 1999
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)
1999 NON-QUALIFIED STOCK AWARD 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================== =============== ==================== ==================== =================
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
per share 330,000 shares $14.25 $4,702,500 $1,308
=================== =============== ==================== ==================== =================
</TABLE>
(1) This Registration Statement relates to 330,000 shares of Common Stock to
be offered pursuant to the 1999 Non-Qualified Stock Award 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 August
26, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed with the Commission by the
Registrant, and are incorporated herein by reference and made a part hereof:
o The Annual Report on Form 10-K of Computer Network Technology
Corporation (the "Company"), for the fiscal year ended December 31,
1998, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.
o All other reports filed pursuant to Section 13(a) or Section 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.
o 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.
Unless prohibited in a corporation's articles or bylaws, Minnesota
Statutes, Section 302A.521 requires indemnification of officers, directors,
employees and agents, under certain circumstances, against judgments, penalties,
fines, settlements and reasonable expenses (including attorneys' fees and
disbursements) incurred by such person in connection with a threatened or
pending proceeding with respect to the acts or omissions of such person in his
official capacity. The general effect of Minnesota Statutes, Section 302A.521 is
to reimburse (or pay on behalf of) directors and officers of the Registrant any
personal liability that may be imposed for certain acts performed in their
capacity as directors and officers of the Registrant, except where such persons
have not acted in good faith.
As permitted by the Minnesota Business Corporation Act, the Articles of
Incorporation of Computer Network Technology Corporation eliminate the liability
of our directors for monetary damages arising from any breach of fiduciary
duties as a member of our board of directors (except as expressly prohibited by
Minnesota Statutes, Section 302A.251, subd. 4).
II-1
<PAGE>
The Registrant's Officer's and Director's liability insurance provides for
indemnification of officers and directors of the Company in certain
circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
Exhibit Description
------- -----------
4.1 The Second Restated Articles of Incorporation of the Company
(Incorporated by reference to exhibit 3(i)-2 to Form 8-K dated May
13, 1999).
4.2 Bylaws of the Company (Incorporated by reference to Exhibit 3(ii)-1
to Form 8-K dated May 13, 1999).
4.3 Rights Agreement between Computer Network Technology Corporation and
Chase Mellon Shareholder Services, L.L.C., as Rights Agent including
the form of Rights Certificate and the Summary of Rights to Purchase
Preferred Shares. (Incorporated by reference to Exhibit 1 to Form
8-A dated July 29, 1998).
5.1 Opinion of Leonard, Street and Deinard Professional Association.
23.1 Consent of Leonard, Street and Deinard Professional Association, to
the filing of its opinion as an exhibit to this Registration
Statement (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney of Patrick W. Gross.
24.2 Power of Attorney of John A. Rollwagen.
24.3 Power of Attorney of Erwin A. Kelen.
24.4 Power of Attorney of Lawrence Perlman.
24.5 Certified copy of a resolution adopted by the Company's Board of
Directors authorizing execution of the registration statement by
power of attorney.
24.6 A power of attorney was also included on the signature page to this
Registration Statement executed by Messrs. Thomas G. Hudson, Gregory
T. Barnum and Jeffrey A. Bertelsen.
99.1 1999 Non-Qualified Stock Award Plan (Incorporated by reference to
Exhibit 10Q to Form S-3 Registration Statement No. 333-80841).
99.2 Form of Restricted Stock Agreement in connection with the Computer
Network Technology Corporation 1999 Non-Qualified Stock Award Plan.
99.3 Form of Non-Qualified Stock Option Agreement in connection with the
Computer Network Technology Corporation 1999 Non-Qualified Stock
Award Plan.
II-2
<PAGE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
o To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
o To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
o To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
o To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that the first and second paragraphs above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrants pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
o That, for the purposes 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.
o 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.
o That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
o Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the 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 Registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
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 August 30,
1999.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By: /s/ Gregory T. Barnum
------------------------------------------
Gregory T. Barnum, Chief Financial Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Thomas G. Hudson, Gregory T. Barnum and
Jeffrey A. Bertelsen, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to sign
any registration statement for the same offering covered by the Registration
Statement that is to be effective upon filing pursuant to Rule 462(b), and to
file the same with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
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 Chairman of the Board, Chief August 30, 1999
Executive Officer and Director
(Principal Executive Officer)
/s/ Gregory T. Barnum
- ---------------------------
Gregory T. Barnum Chief Financial Officer (Principal August 30, 1999
Financial Officer)
/s/ Jeffrey A. Bertelsen
- ---------------------------
Jeffrey A. Bertelsen Corporate Controller and Treasurer August 30, 1999
(Principal Accounting Officer)
/s/ *
- ---------------------------
Patrick W. Gross Director August 30, 1999
/s/ *
- ---------------------------
Erwin A. Kelen Director August 30, 1999
/s/ *
- ---------------------------
Lawrence Perlman Director August 30, 1999
/s/ *
- ---------------------------
John A. Rollwagen Director August 30, 1999
* By /s/ Gregory T. Barnum
- ---------------------------
Attorney-in-fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
------- ----
<S> <C> <C>
4.1 The Second Restated Articles of Incorporation of the Company
(Incorporated by reference to exhibit 3(I)-2 to Form 8-K dated
May 13, 1999).
4.2 Bylaws of the Company (Incorporated by reference to Exhibit
3(ii)-1 to Form 8-K dated May 13, 1999).
4.3 Rights Agreement between Computer Network Technology
Corporation and Chase Mellon Shareholder Services, L.L.C., as
Rights Agent including the form of Rights Certificate and the
Summary of Rights to Purchase Preferred Shares. (Incorporated
by reference to Exhibit 1 to Form 8-A dated July 29, 1998).
5.1 Opinion of Leonard, Street and Deinard Professional Electronically Filed
Association.
23.1 Consent of Leonard, Street and Deinard Professional Electronically Filed
Association, to the filing of its opinion as an exhibit to
this Registration Statement (included in Exhibit 5.1).
23.2 Consent of KPMG LLP. Electronically Filed
24.1 Power of Attorney of Patrick Gross. Electronically Filed
24.2 Power of Attorney of John A. Rollwagen. Electronically Filed
24.3 Power of Attorney of Erwin Kelen. Electronically Filed
24.4 Power of Attorney of Lawrence Perlman. Electronically Filed
24.5 Certified copy of a resolution adopted by the Company's Board Electronically Filed
of Directors authorizing execution of the Registration
Statement by power of attorney.
24.6 A power of attorney was also included on the signature page to
this Registration Statement executed by Messrs. Thomas G.
Hudson, Gregory T. Barnum and Jeffrey A. Bertelsen.
99.1 1999 Non-Qualified Stock Award Plan (Incorporated by reference
to Exhibit 10Q to Form S-3 Registration Statement No.
333-80841).
99.2 Form of Restricted Stock Agreement in connection with the Electronically Filed
Computer Network Technology Corporation 1999 Non-Qualified
Stock Award Plan.
99.3 Form of Non-Qualified Stock Option Agreement in connection Electronically Filed
with the Computer Network Technology Corporation 1999
Non-Qualified Stock Award Plan.
</TABLE>
<PAGE>
Exhibits 5.1 and 23.1
[Letterhead of Leonard, Street and Deinard Professional Association]
August 24, 1999 Morris M. Sherman
612-335-1561
Computer Network Technology Corporation
605 North Highway 169
Minneapolis, Minnesota 55441
Ladies and Gentlemen:
In connection with the proposed issuance of up to 330,000 shares of
Common Stock, par value $0.01 per share (the "Shares"), of Computer Network
Technology Corporation, a Minnesota corporation (the "Company"), to be issued
pursuant to the Company's 1999 Non-Qualified Stock Award Plan (the "Plan") to be
registered under the Securities Act of 1933, as amended, on Form S-8 (the
"Registration Statement"), we have examined such documents and have reviewed
such questions of law as we have considered necessary and appropriate for the
purposes of this opinion and, based thereon, we advise you that, in our opinion,
the Shares have been duly authorized by the Company and when duly executed, paid
for and delivered in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
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,
LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION
By /s/ Morris Sherman
--------------------
Morris M. Sherman
<PAGE>
Exhibit 23.2
[Letterhead of KPMG 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 LLP
Minneapolis, Minnesota
August 30, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
OF CNT OFFICER OR DIRECTOR
KNOW BY ALL PERSONS PRESENT, that I, the undersigned director or
officer of Computer Network Technology Corporation, a Minnesota corporation (the
"Corporation"), which may file from time to time with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, Registration Statements on Form S-8, or other
appropriate Form, or pursuant to Rule 462, for common stock of the Corporation
issued pursuant to the 1999 Non-Qualified Stock Award Plan, together with
preferred share purchased rights, hereby constitute and appoint Thomas G.
Hudson, Gregory T. Barnum, and Jeffrey A. Bertelsen, and each of them, my true
and lawful attorneys-in-fact and agents, with full power to act, together or
each without the others, for me and in my name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements
and to file said a Registration Statements and amendments thereto so signed with
all exhibits thereto, and any and all other documents in connection therewith,
with the SEC, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 31st day of July, 1999.
/s/ Patrick Gross
-----------------
<PAGE>
Exhibit 24.2
POWER OF ATTORNEY
OF CNT OFFICER OR DIRECTOR
KNOW BY ALL PERSONS PRESENT, that I, the undersigned director or
officer of Computer Network Technology Corporation, a Minnesota corporation (the
"Corporation"), which may file from time to time with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, Registration Statements on Form S-8, or other
appropriate Form, or pursuant to Rule 462, for common stock of the Corporation
issued pursuant to the 1999 Non-Qualified Stock Award Plan, together with
preferred share purchased rights, hereby constitute and appoint Thomas G.
Hudson, Gregory T. Barnum, and Jeffrey A. Bertelsen, and each of them, my true
and lawful attorneys-in-fact and agents, with full power to act, together or
each without the others, for me and in my name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements
and to file said a Registration Statements and amendments thereto so signed with
all exhibits thereto, and any and all other documents in connection therewith,
with the SEC, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 31st day of July, 1999.
/s/ John Rollwagen
------------------
<PAGE>
Exhibit 24.3
POWER OF ATTORNEY
OF CNT OFFICER OR DIRECTOR
KNOW BY ALL PERSONS PRESENT, that I, the undersigned director or
officer of Computer Network Technology Corporation, a Minnesota corporation (the
"Corporation"), which may file from time to time with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, Registration Statements on Form S-8, or other
appropriate Form, or pursuant to Rule 462, for common stock of the Corporation
issued pursuant to the 1999 Non-Qualified Stock Award Plan, together with
preferred share purchased rights, hereby constitute and appoint Thomas G.
Hudson, Gregory T. Barnum, and Jeffrey A. Bertelsen, and each of them, my true
and lawful attorneys-in-fact and agents, with full power to act, together or
each without the others, for me and in my name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements
and to file said a Registration Statements and amendments thereto so signed with
all exhibits thereto, and any and all other documents in connection therewith,
with the SEC, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 31st day of July, 1999.
/s/ Erwin Kelen
---------------
<PAGE>
Exhibit 24.4
POWER OF ATTORNEY
OF CNT OFFICER OR DIRECTOR
KNOW BY ALL PERSONS PRESENT, that I, the undersigned director or
officer of Computer Network Technology Corporation, a Minnesota corporation (the
"Corporation"), which may file from time to time with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, Registration Statements on Form S-8, or other
appropriate Form, or pursuant to Rule 462, for common stock of the Corporation
issued pursuant to the 1999 Non-Qualified Stock Award Plan, together with
preferred share purchased rights, hereby constitute and appoint Thomas G.
Hudson, Gregory T. Barnum, and Jeffrey A. Bertelsen, and each of them, my true
and lawful attorneys-in-fact and agents, with full power to act, together or
each without the others, for me and in my name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements
and to file said a Registration Statements and amendments thereto so signed with
all exhibits thereto, and any and all other documents in connection therewith,
with the SEC, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 31st day of July, 1999.
/s/ Lawrence Perlman
--------------------
<PAGE>
Exhibit 24.5
CERTIFICATE
OF THE
SECRETARY
OF
COMPUTER NETWORK TECHNOLOGY CORPORATION
The undersigned, Secretary of Computer Network Technology Corporation,
a Minnesota corporation (the "Corporation"), hereby certifies the following
resolution was duly adopted by the Board of Directors of the Corporation:
FURTHER RESOLVED, that each officer and director of the Corporation who
may be required to execute any Registration Statement with the Commission with
respect to common stock issued under the plan, or any amendments or supplements
thereto (whether on behalf of the Corporation or as an officer or director
thereof or otherwise) be, and hereby is, authorized to execute and deliver a
power of attorney appointing Thomas G. Hudson, Gregory T. Barnum or Jeffrey A.
Bertelsen, his or her true and lawful attorneys and agents to execute in his or
her name, place and stead (in any such capacity) such Registration Statement or
such document and any and all amendments (including post-effective amendments)
or supplements thereto, and all instruments necessary or appropriate tin
connection therewith, and to file the same with the Commission, each of said
attorneys and agents to have full power and authority to do and perform in the
name and on behalf of each of such directors and officers, and any of them,
every act whatsoever necessary or advisable to be done by any such officer or
director pursuant to these resolutions.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By /s/ Gregory T. Barnum
---------------------
Gregory T. Barnum
Secretary
<PAGE>
Exhibit 99.2
COMPUTER NETWORK TECHNOLOGY CORPORATION
1999 STOCK AWARD PROGRAM
(as adopted June 15, 1999)
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 1999 Stock
Award Plan (as adopted June 15, 1999) (the "Plan") permits the Company to make
certain awards to Employees, including awards of Restricted Stock; and
WHEREAS, the Stock Plans Committee of the Board of Directors of
CNT (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. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meaning given them in the Plan.
2. 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 of Restricted Stock. Such Shares are subject to the
restrictions provided for in this Agreement.
(b) The Shares of Restricted Stock shall be evidenced by a duly
issued stock certificate or certificates registered in the
name of Employee. Employee shall have all rights of a
shareholder of the Company with respect to the Restricted
Stock (including voting rights and the right to receive
dividends and other distributions), except that all
restrictions provided for herein shall apply to the
Restricted Stock and to any other securities distributed
with respect to such Restricted Stock.
(c) No Restricted Stock may be sold, transferred, pledged,
hypothecated or otherwise encumbered or disposed of until
such Restricted Stock has vested in Employee in
<PAGE>
accordance with all terms and conditions of this Agreement.
The Restricted Stock shall remain restricted and subject to
forfeiture by Employee to the Company unless and until such
Restricted Stock has vested in Employee in accordance with
all terms and conditions of this Agreement.
(d) Each stock certificate evidencing any Restricted Stock
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 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.
3. Normal Vesting. For purposes of this Agreement, the term
"Employment" and similar terms shall include the providing of services to the
Company, or an Affiliate thereof, in the capacity of employee, advisor or
consultant. If the Employee remains continuously employed by the Company or an
Affiliate 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 Stock will vest.
4. Accelerated Vesting. Notwithstanding paragraph 3, above:
(a) In the event of a Fundamental Change, if (i) the
Fundamental Change involves a merger, consolidation or
statutory share exchange, unless appropriate provision
shall be made for the protection of the Restricted Stock by
the substitution of appropriate restricted 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) the Fundamental Change
involves the dissolution or liquidation of the Company,
then the Committee shall declare at least 20 days prior to
the occurrence of the Fundamental Change, and provide
written notice to the Employee of the declaration, that all
conditions, limitations and restrictions relating to the
restricted stock are cancelled and terminated effective as
of the actual closing of the Fundamental Change and that
the Restricted Stock shall after such closing be and remain
unrestricted;
(b) The Restricted Stock shall vest immediately upon the
occurrence of an Event;
(c) The Restricted Stock shall vest immediately upon the death
of the Employee or the Employee's becoming disabled (within
the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended (the "Code")) while employed by
CNT; and
(d) The Restricted Stock shall vest immediately upon 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 8 of
2
<PAGE>
this Agreement. Accelerated vesting upon achievement of
performance objectives may be incremental -- that is,
designated numbers of the Shares of Restricted Stock may
vest successively upon achievement of different performance
objectives and certain of the performance objectives may
not be identified until a future date.
5. Issuance of Unrestricted Shares. Upon the vesting of any Shares
of Restricted Stock, all restrictions on the transferability of such Shares of
Restricted Stock will lapse, and the Company will, subject to the satisfaction
of any conditions contained in the Plan and any payment required under Section
7, issue to the Employee a certificate evidencing such Shares that is free of
transfer or other restrictions.
6. Forfeiture. If the Employee's employment with the Company, or
an Affiliate thereof, is terminated, other than by reason of the Employee's
death or disability (within the meaning of Section 22(e)(3) of the Code), then
any Restricted Stock that has not previously vested shall be forfeited by
Employee to the Company. Employee shall thereafter have no right, title or
interest whatever in such Restricted Stock, and Employee shall immediately
return to the Company all certificates representing Shares of Restricted Stock
so forfeited.
7. Tax Withholding. CNT or an Affiliate may be obligated to
withhold federal and state income taxes and social security or other taxes upon
the vesting of Shares of Restricted Stock, or upon an election made under
Section 83(b) of the Code. If CNT or an Affiliate is required to withhold such
taxes, Employee will promptly pay in cash upon demand to CNT, or the Affiliate
having such obligation; such amounts as shall be necessary to satisfy such
obligation. Provided, however, that in lieu of all or any part of such a cash
payment, the Committee may, but shall not be required to, permit Employee to
elect to cover all or any part of the required withholdings, and to cover any
additional withholdings up to the amount needed to cover Employee's full FICA
and federal, state, and local income tax with respect to income arising upon the
vesting of Shares of Restricted Stock, through a reduction of the number of
Common Shares delivered upon such vesting or through a subsequent return to CNT
of shares delivered upon vesting, in each case valued in the same manner as used
in computing the withholding taxes under the applicable laws. Further, such
elections may be subject to the limitations of the Exchange Act, as specified in
Section 10 of the Plan.
8. The Committee; Adjustments. The Committee, in its sole and
absolute discretion, shall determine (i) whether the Employee has become
disabled (within the meaning of Section 22(e)(3) of the Code), (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.
9. Employment. This Agreement shall not give Employee any right to
continued employment with the Company or any Affiliate, and the Company or any
Affiliate employing Employee
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<PAGE>
may terminate such employment or otherwise treat Employee without regard to the
effect it may have upon Employee or any Restricted Stock under this Agreement.
10. Other Benefit And Compensation Programs. The Shares of
Restricted Stock received by Employee under this Agreement shall not be deemed a
part of Employee's regular, recurring compensation for purposes of the
termination, indemnity, or severance pay law of any country and shall not be
included in, nor have any effect on, the determination of benefits under any
other employee benefit plan, contract, or similar arrangement provided by CNT
(or an Affiliate of CNT) unless expressly so provided by such other plan,
contract, or arrangement, or unless the Committee determines that the Restricted
Stock, or a portion thereof, should be included to accurately recognize that the
Restricted Stock grant has been made in lieu of a portion of competitive cash
compensation, if such is the case.
11. Interpretation Of This Agreement. All decisions and
interpretations made by the Committee with regard to any question arising under
this Agreement or the Plan shall be binding and conclusive upon CNT and
Employee. In the event that there is any inconsistency between the provisions of
this Agreement and the Plan, the provisions of the Plan shall govern.
12. 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 Stock subject to the Restricted Stock Agreement to which
this Exhibit A is attached shall vest if Employee _____________________________.
<PAGE>
Exhibit 99.3
COMPUTER NETWORK TECHNOLOGY CORPORATION
1999 STOCK AWARD PLAN
(as adopted June 15, 1999)
Non-Qualified Stock Option Agreement
================================================================================
Name:
- --------------------------------------------------------------------------------
No. of Shares Covered: Date of Grant:
- ----------------------------------- --------------------------------------------
Exercise Price Per Share: Expiration Date:
- ----------------------------------- --------------------------------------------
Exercise Schedule (Cumulative):
No. of Shares
Initial Date of As to Which Option
Exercisability Becomes Exercisable
-------------- -------------------
================================================================================
This is a NON-QUALIFIED STOCK OPTION AGREEMENT between Computer Network
Technology Corporation, a Minnesota corporation ("CNT"), and the employee of CNT
or an Affiliate of CNT listed above (the "Employee").
WHEREAS, CNT desires to carry out the purposes of its 1999 Stock Award
Plan (as adopted June 15, 1999) (the "Plan") by affording Employee an
opportunity to purchase shares of Common Stock of CNT, par value $.01 per share
(the "Common Shares"), in accordance with the terms set forth in this Agreement.
NOW, THEREFORE, CNT and Employee agree as follows:
1. GRANT OF OPTION. Subject to the terms of the Plan and this Agreement,
CNT hereby grants to Employee the right and option (the "Option") to purchase
the number of Common Shares specified at the beginning of this Agreement. The
Option is not an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. PURCHASE PRICE. The purchase price of each of the Common Shares
subject to the Option shall be the Exercise Price Per Share specified at the
beginning of this Agreement, which equals 100% of the Fair Market Value (as
defined in the Plan) per Common Share on the Date of Grant.
<PAGE>
3. OPTION EXERCISE PERIOD. (a) Subject to the provisions of Sections
5(a), 5(b), and 6, the Option shall become exercisable as to the number of
shares and on the dates specified in the exercise schedule at the beginning of
this Agreement. The exercise schedule shall be cumulative, which means that to
the extent the Option has not already been exercised and has not expired,
terminated, or been cancelled, Employee may at any time and from time to time
purchase all or any portion of the Common Shares then purchasable under the
exercise schedule.
(b) The Option and all rights to purchase shares thereunder shall cease
on the earliest of: (i) The Expiration Date specified at the beginning of this
Agreement (which date is not more than 10 years after the date of this
Agreement); (ii) The expiration of the period after Employee's termination of
employment within which the Option is exercisable as specified in Section 5(a)
or 5(b), whichever is applicable; or (iii) The date, if any, fixed for
cancellation under 10(b).
(c) Notwithstanding any other provision of this Agreement, no one may
exercise the Option, in whole or in part, after its Expiration Date.
4. MANNER OF EXERCISING OPTION. (a) Subject to the terms and conditions
of this Agreement, the Option may be exercised by delivering or mailing written
notice of exercise to CNT at its principal executive office, marked for the
attention of the Human Resources Department. The notice shall state the election
to exercise the Option, the number of Common Shares for which it is being
exercised, and be signed by the person exercising the Option. If the person
exercising the Option is not Employee, he or she shall enclose with the notice
appropriate proof of his or her right to exercise the Option. The date of
exercise of the Option shall be the date that the written notice of exercise
with appropriate payment under the following subsection (b) is actually received
by the Human Resources Department of CNT.
(b) Notice of exercise of the Option shall be accompanied by either: (i)
payment (by certified or cashier's check payable to the order of CNT) of the
purchase price of the Common Shares being purchased; or (ii) if so permitted by
the Stock Plans Committee of the Board of Directors of CNT (the "Committee"),
certificates for unencumbered Common Shares having an aggregate Fair Market
Value (as defined in the Plan) on the date of exercise equal to the purchase
price of the Common Shares to be purchased; or (iii) if so permitted by the
Committee, a combination of cash and such unencumbered Common Shares; or (iv) if
so permitted by the Committee, appropriate documentation evidencing the sale of
the Common Shares acquired upon exercise of the Option and the use of the
proceeds from such sale as payment of the Purchase Price for such Shares. The
purchaser shall endorse all certificates delivered to CNT under the foregoing
subsections (b)(ii) or (iii) in blank and represent and warrant in writing that
he or she is the owner of the shares so delivered free and clear of all liens,
security interests, and other restrictions or encumbrances.
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<PAGE>
(c) As soon as practicable after receipt of the purchase price provided
for above (and any payment required under Section 11), CNT shall deliver to the
person exercising the Option, in the name of Employee (or his or her estate or
heirs, as the case may be) a certificate or certificates representing the Common
Shares being purchased. CNT shall pay all original issue or transfer taxes, if
any, with respect to the issue of the Common Shares to the person exercising the
Option and all fees and expenses necessarily incurred by CNT in connection with
the exercise of the Option. All Common Shares issued upon exercise of the Option
shall be fully paid and nonassessable. Notwithstanding anything in this
Agreement to the contrary, CNT shall not be required, upon exercise of the
Option or any part thereof, to issue or deliver any Common Shares unless such
issuance has been registered under federal and applicable state securities laws
or an exemption therefrom is available.
5. EXERCISABILITY OF OPTION AFTER TERMINATION OF EMPLOYMENT. (a) During
the lifetime of Employee, the Option may be exercised only while Employee is an
employee of CNT or an Affiliate and only if Employee has been continuously so
employed since the date of this Agreement, except that:
(i) If Employee has been continuously employed by CNT (or an
Affiliate) for at least 12 full calendar months following the date of
this Agreement, Employee may exercise the Option within 90 days after
termination of Employee's employment, but only to the extent that the
Option was exercisable immediately prior to Employee's termination of
employment; and
(ii) If Employee is disabled (within the meaning of Section
22(e)(3) of the Code) while employed by CNT, Employee (or his or her
legal representative) may exercise the Option within one year after the
termination of Employee's employment.
(b) In the event of Employee's death while employed by CNT or an
Affiliate, or within 90 days after his or her termination of employment, the
person designated by Employee as his or her beneficiary under this Agreement on
a form prescribed by and filed with the Committee, the legal representative of
Employee's estate, or the person who acquired the right to exercise the Option
by bequest or inheritance may exercise the Option within one year after the
death of Employee.
(c) Neither the transfer of Employee between CNT and any Affiliate nor a
leave of absence granted to Employee and approved by the Committee shall be
deemed a termination of employment.
6. ACCELERATION OF OPTION ON DISABILITY OR DEATH. If Section 5(a)(ii) or
5(b) of this Agreement is applicable, the Option, whether or not previously
exercisable, shall become immediately exercisable in full.
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<PAGE>
7. LIMITATION ON TRANSFER. During the lifetime of Employee, only Employee
or his or her guardian or legal representative may exercise the Option. Employee
may not assign or transfer the Option otherwise than by will, the laws of
descent and distribution, or under Section 16 of the Plan, and the Option shall
not be subject to pledge, attachment, or similar process. Any attempt to assign,
transfer, pledge, or otherwise dispose of the Option contrary to the provisions
of this Agreement, and the levy of any attachment or similar process upon the
Option, shall be null and void.
8. NO SHAREHOLDER RIGHTS BEFORE EXERCISE. Employee shall have none of the
rights of a shareholder of CNT with respect to any share subject to the Option
until the share is actually issued to him or her upon exercise of the Option.
9. OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits
received by Employee under this Agreement shall not be deemed a part of
Employee's regular, recurring compensation for purposes of the termination,
indemnity, or severance pay law of any country and shall not be included in, nor
have any effect on, the determination of benefits under any other employee
benefit plan, contract, or similar arrangement provided by CNT (or an Affiliate
of CNT) unless expressly so provided by such other plan, contract, or
arrangement, or unless the Committee determines that the Option, or a portion
thereof, should be included to accurately recognize that the Option has been
made in lieu of a portion of competitive cash compensation, if such is the case.
10. CHANGES IN CAPITALIZATION; FUNDAMENTAL CHANGE. (a) The Committee may
in its sole discretion make appropriate adjustments in the number and types of
shares subject to the Option and in the Purchase Price Per Share to give effect
to any adjustments made in the number or types of shares of CNT through a
dissolution or liquidation of CNT, a sale of substantially all of the assets of
CNT, a merger or consolidation of CNT with or into any other corporation
(regardless of whether CNT is the surviving corporation), a statutory share
exchange involving capital stock of CNT (each of the foregoing, a "Fundamental
Change"), a recapitalization, a reclassification, a stock dividend, a stock
split, a stock combination, or other relevant change.
4
<PAGE>
(b) In the event of a proposed Fundamental Change: (i) involving a
merger, consolidation, or statutory share exchange, unless appropriate provision
is made for the protection of the Option by the substitution of options and
appropriate voting common stock of the corporation surviving any such merger or
consolidation or, if appropriate, the parent corporation of CNT or such
surviving corporation, to be issuable upon the exercise of options in lieu of
the Option and Common Shares, or (ii) involving the dissolution or liquidation
of CNT, the Committee shall provide written notice to Employee at least 20 days
prior to the occurrence of the Fundamental Change that the Option, whether or
not then exercisable, shall be cancelled at the time of, or immediately prior to
the occurrence of, the Fundamental Change in exchange for payment to Employee
(or the person then entitled to exercise the Option), within 10 days after the
Fundamental Change, of cash equal to the amount, if any, for each Common Share
covered by the cancelled Option, by which the Fair Market Value, as defined in
this Section 10(b), per Common Share exceeds the exercise price per Common Share
of the Option. At the time of the notice provided for in the preceding sentence,
the Option shall immediately become exercisable in full and Employee (or the
person then entitled to exercise the Option) shall have the right, during the
period preceding the time of cancellation of the Option, to exercise the Option
as to all or any part of the Common Shares covered by the Option. In the event
of a declaration under this Section 10(b), if the Option shall not have been
exercised prior to the Fundamental Change, it shall be cancelled at the time of,
or immediately prior to, the Fundamental Change, as provided in the notice.
Notwithstanding the foregoing, Employee shall not be entitled to the payment
provided for in this Section 10(b) if the Option shall have expired. For
purposes of this Section 10(b) only, "Fair Market Value" per Common Share means
the cash plus the fair market value, as determined in good faith by the
Committee, of the non-cash consideration to be received per Common Share by the
shareholders of CNT upon the occurrence of the Fundamental Change,
notwithstanding anything to the contrary in the Plan or this Agreement.
11. TAX WITHHOLDING. CNT or an Affiliate may be obligated to withhold
federal and state income taxes and social security or other taxes upon
Employee's exercise of the Option. If CNT or an Affiliate is required to
withhold such taxes, Employee will promptly pay in cash upon demand to CNT, or
the Affiliate having such obligation, such amounts as shall be necessary to
satisfy such obligation; provided, however, that in lieu of all or any part of
such a cash payment, the Committee may, but shall not be required to, permit
Employee to elect to cover all or any part of the required withholdings, and to
cover any additional withholdings up to the amount needed to cover Employee's
full FICA and federal, state, and local income tax with respect to income
arising from the exercise of the Option, through a reduction of the number of
Common Shares delivered upon exercise or through a subsequent return to CNT of
shares delivered upon exercise, in each case valued in the same manner as used
in computing the withholding taxes under the applicable laws. Further, such
elections may be subject to the limitations of the Exchange Act, as specified in
Section 10 of the Plan.
5
<PAGE>
12. INTERPRETATION OF THIS AGREEMENT. All decisions and interpretations
made by the Committee with regard to any question arising under this Agreement
or the Plan shall be binding and conclusive upon CNT and Employee. In the event
that there is any inconsistency between the provisions of this Agreement and the
Plan, the provisions of the Plan shall govern.
13. NO RIGHT TO EMPLOYMENT. This Agreement shall not give Employee a
right to continued employment with CNT or any Affiliate, and CNT or any
Affiliate employing Employee may terminate his or her employment and otherwise
deal with Employee without regard to the effect it may have upon him or her
under this Agreement.
14. GENERAL. CNT shall at all times during the term of this Option
reserve and keep available such number of Common Shares as will be sufficient to
satisfy the requirements of this Option Agreement. A copy of the Plan is
available to Employee from CNT upon request. Unless the context otherwise
dictates, capitalized terms that are not defined in this Agreement have the
meaning set forth in the Plan from time to time. This Agreement shall be binding
in all respects on the Employee's heirs, representatives, successors and
assigns. This Agreement is entered into under the laws of the State of Minnesota
and shall be construed and interpreted thereunder.
IN WITNESS WHEREOF, Employee and CNT have executed this Agreement and it
is effective as of the date of the grant of the Option.
------------------------------------------------
Employee
COMPUTER NETWORK TECHNOLOGY CORPORATION
By: ____________________________________________
Its: ______________________________________
6
