<PAGE> 1
As filed with the Securities and Exchange Commission
on May 31, 1996
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE LIMITED, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of Incorporation or organization)
31-1029810
------------------------------------
(I.R.S. Employer Identification No.)
Three Limited Parkway, Columbus, Ohio 43216
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
(1996 Restatement)
(Full title of the plan)
SAMUEL P. FRIED
Vice President and General Counsel
The Limited, Inc.
Three Limited Parkway, P.O. Box 16000
Columbus, Ohio 43216
(614) 479-7000
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price per Aggregate Offering Registration Fee
Registered Share* Price*
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 10,000,000 shares $21.438 $214,380,000 $73,924.14
$0.50 par value
============================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices reported in the New York Stock
Exchange consolidated reporting system as of May 28, 1996.
<PAGE> 2
STATEMENT REGARDING INCORPORATION OF
CONTENTS OF EARLIER REGISTRATION STATEMENT
This Registration Statement is being filed solely for the purpose of
registering additional shares of the Company's common stock for issuance under
The Limited, Inc. 1993 Stock Option and Performance Incentive Plan (1996
Restatement). Pursuant to General Instruction E of the instructions to Form
S-8, the Registrant hereby incorporates by reference the contents of the
previous Registration Statement filed by the Registrant on Form S-8, (File No.
33-49871). The current registration of 10,000,000 shares of common stock of
the Registrant will increase the number of shares registered for issuance under
the Plan to 17,298,225 shares.
2
<PAGE> 3
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, 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 Columbus, State of Ohio, on May 20,
1996.
THE LIMITED, INC.
(The Registrant)
By /s/ Kenneth B. Gilman
--------------------
Kenneth B. Gilman,
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 20, 1996.
Signature Title
- --------- -----
* Chairman of the Board
- ------------------- (principal executive
Leslie H. Wexner officer) and Director
/s/ Kenneth B. Gilman Vice Chairman, Chief
- ------------------- Financial Officer
Kenneth B. Gilman (principal financial and
accounting officer) and
Director
* Vice Chairman and Director
- -------------------
Michael A. Weiss
* Secretary and Director
- -------------------
Bella Wexner
* Director
- -------------------
Martin Trust
* Director
- -------------------
Eugene M. Freedman
* Director
- -------------------
E. Gordon Gee
3
<PAGE> 4
* Director
- ------------------------
Leonard A. Schlesinger
* Director
- ------------------------
David T. Kollat
* Director
- ------------------------
Claudine B. Malone
* Director
- ------------------------
Donald B. Shackelford
* Director
- ------------------------
Allen R. Tessler
* Director
- ------------------------
Raymond Zimmerman
*Kenneth B. Gilman, by signing his name hereto, signs this document on behalf
of the persons indicated above pursuant to powers of attorney duly executed by
such persons.
By /s/ Kenneth B. Gilman
---------------------
Kenneth B. Gilman,
Attorney-in-Fact
4
<PAGE> 5
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit Page
------- ----
4.3 Copy of The Limited, Inc. 1993 Stock Option and Performance
Incentive Plan (1996 Restatement)
5.1 Legal opinion of Samuel Fried, Esq., Vice President and General
Counsel of the Registrant, confirming the validity of the original
issuance securities being registered.
23.1 Consent of Coopers & Lybrand, Independent Accounts, L.L.P..
23.2 Consent of Samuel Fried, Vice President and General Counsel of
Registrant (included in the opinion filed as Exhibit 5.1).
24 Powers of Attorney
<PAGE> 1
EXHIBIT 4.3
THE LIMITED, INC.
1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
(1996 RESTATEMENT)
<PAGE> 2
THE LIMITED, INC.
1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
(1996 RESTATEMENT)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE 1
ESTABLISHMENT AND PURPOSE
1.1 Establishment and Effective Date................................... A-1
1.2 Purpose............................................................ A-1
ARTICLE 2
AWARDS
2.1 Form of Awards..................................................... A-1
2.2 Maximum Shares Available........................................... A-1
2.3 Return of Prior Awards............................................. A-2
ARTICLE 3
ADMINISTRATION
3.1 Committee.......................................................... A-2
3.2 Powers of Committee................................................ A-2
3.3 Delegation......................................................... A-2
3.4 Interpretations.................................................... A-2
3.5 Liability; Indemnification......................................... A-3
ARTICLE 4
ELIGIBILITY............................. A-3
ARTICLE 5
STOCK OPTIONS
5.1 Grant of Options................................................... A-3
5.2 Option Price....................................................... A-3
5.3 Term of Options.................................................... A-3
5.4 Exercise of Options................................................ A-3
5.5 Cancellation of Stock Appreciation Rights.......................... A-4
ARTICLE 6
SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS
6.1 Ten Percent Stockholder............................................ A-4
6.2 Limitation on Grants............................................... A-4
6.3 Limitations on Time of Grant....................................... A-4
</TABLE>
A-i
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE 7
STOCK APPRECIATION RIGHTS
7.1 Grants of Stock Appreciation Rights................................ A-4
7.2 Limitations on Exercise............................................ A-5
7.3 Surrender or Exchange of Tandem Stock Appreciation Rights.......... A-5
7.4 Exercise of Nontandem Stock Appreciation Rights.................... A-5
7.5 Settlement of Stock Appreciation Rights............................ A-5
7.6 Cash Settlement.................................................... A-5
ARTICLE 8
NONTRANSFERABILITY OF OPTIONS AND
STOCK APPRECIATION RIGHTS...................... A-5
ARTICLE 9
TERMINATION OF EMPLOYMENT
9.1 Exercise after Termination of Employment........................... A-6
9.2 Total Disability................................................... A-6
9.3 Disability or Cessation of Director's Term......................... A-6
ARTICLE 10
DEATH OF ASSOCIATE......................... A-6
ARTICLE 11
RESTRICTED SHARES
11.1 Grant of Restricted Shares......................................... A-6
11.2 Restrictions....................................................... A-6
11.3 Restricted Stock Certificates...................................... A-7
11.4 Rights of Holders of Restricted Shares............................. A-7
11.5 Forfeiture......................................................... A-7
11.6 Delivery of Restricted Shares...................................... A-7
11.7 Performance-Based Objectives....................................... A-7
ARTICLE 12
PERFORMANCE SHARES
12.1 Award of Performance Shares........................................ A-8
12.2 Performance Period................................................. A-8
12.3 Right to Payment of Performance Shares............................. A-8
12.4 Payment for Performance Shares..................................... A-8
12.5 Voting and Dividend Rights......................................... A-8
</TABLE>
A-ii
<PAGE> 4
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE 13
PERFORMANCE UNITS
13.1 Award of Performance Units......................................... A-9
13.2 Right to Payment of Performance Units.............................. A-9
13.3 Payment for Performance Units...................................... A-9
ARTICLE 14
UNRESTRICTED SHARES
14.1 Award of Unrestricted Shares....................................... A-9
14.2 Delivery of Unrestricted Shares.................................... A-9
ARTICLE 15
TAX OFFSET PAYMENTS......................... A-10
ARTICLE 16
ADJUSTMENT UPON CHANGES IN CAPITALIZATION.............. A-10
ARTICLE 17
AMENDMENT AND TERMINATION...................... A-10
ARTICLE 18
WRITTEN AGREEMENT.......................... A-10
ARTICLE 19
MISCELLANEOUS PROVISIONS
19.1 Fair Market Value.................................................. A-11
19.2 Tax Withholding.................................................... A-11
19.3 Compliance With Section 16(b) and Section 162(m)................... A-11
19.4 Successors......................................................... A-11
19.5 General Creditor Status............................................ A-11
19.6 No Right to Employment............................................. A-12
19.7 Other Plans........................................................ A-12
19.8 Notices............................................................ A-12
19.9 Severability....................................................... A-12
19.10 Governing Law...................................................... A-12
19.11 Term of Plan....................................................... A-12
</TABLE>
A-iii
<PAGE> 5
THE LIMITED, INC.
1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
(1996 Restatement)
ARTICLE 1
ESTABLISHMENT AND PURPOSE
1.1 Establishment and Effective Date. The Limited, Inc., a Delaware
corporation (the "Company"), hereby establishes a stock incentive plan to be
known as "The Limited, Inc. 1993 Stock Option and Performance Incentive Plan
(1996 Restatement)" (the "Plan"). The Plan shall become effective on May 20,
1996, subject to the approval of the Company's stockholders at the 1996 Annual
Meeting. Upon approval by the Board of Directors of the Company (the "Board"),
awards may be made as provided herein, subject to subsequent stockholder
approval. In the event that such stockholder approval is not obtained, any such
awards shall be canceled and all rights of associates with respect to such
award shall thereupon cease.
1.2 Purpose. The Company desires to attract and retain the best
available executive and key management associates for itself and its
subsidiaries and to encourage the highest level of performance by such
associates in order to serve the best interests of the Company and its
stockholders. The Plan is expected to contribute to the attainment of these
objectives by offering eligible associates the opportunity to acquire stock
ownership interests in the Company, and other rights with respect to stock of
the Company, and to thereby provide them with incentives to put forth maximum
efforts for the success of the Company and its subsidiaries.
ARTICLE 2
AWARDS
2.1 Form of Awards. Awards under the Plan may be granted in any one
or all of the following forms: (i) incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"); (ii) nonstatutory stock options
("Nonstatutory Stock Options") (unless otherwise indicated, references in the
Plan to Options shall include both Incentive Stock Options and Nonstatutory
Stock Options); (iii) stock appreciation rights ("Stock Appreciation Rights"),
as described in Article 7, which may be awarded either in tandem with Options
("Tandem Stock Appreciation Rights") or on a stand-alone basis ("Nontandem
Stock Appreciation Rights"); (iv) shares of common stock of the Company
("Common Stock") which are restricted as provided in Article 11 ("Restricted
Shares"); (v) units representing shares of Common Stock, as described in
Article 12 ("Performance Shares"); (vi) units which do not represent shares of
Common Stock but which may be paid in the form of Common Stock, as described in
Article 13 ("Performance Units"); (vii) shares of unrestricted Common Stock
("Unrestricted Shares"); and (viii) tax offset payments ("Tax Offset Payments"),
as described in Article 15.
2.2 Maximum Shares Available. The maximum aggregate number of shares
of Common Stock available for award under the Plan is 17,298,225 subject to
adjustment pursuant to Article 16. In addition, Tax Offset Payments which may
be awarded under the Plan will not exceed the number of shares available for
issuance under the Plan. Shares of Common Stock issued pursuant to the Plan may
be either authorized but unissued shares of issued shares reacquired by the
Company. In the event that prior to the end of the period during which Options
may be granted under the Plan, any Option or any Nontandem Stock Appreciation
Right under the Plan expires unexercised or is terminated, surrendered or
canceled (other than in connection with the exercise of a Stock Appreciation
Right) without being exercised in whole or in part for any reason or any
Restricted Shares.
A-1
<PAGE> 6
Performance Shares or Performance Units are forfeited, or if such awards are
settled in cash in lieu of shares of Common Stock, then such shares or units
may, at the discretion of the Committee to the extent permissible under Rule
16b-3 under the Securities Exchange Act of 1934 (the "Act"), be made available
for subsequent awards under the Plan, upon such terms as the Committee may
determine.
2.3 Return of Prior Awards. As a condition to any subsequent award,
the Committee shall have the right, at its discretion, to require associates to
return to the Company awards previously granted under this Plan. Subject to the
provisions of this Plan, such new award shall be upon terms and conditions as
are specified by the Committee at the time the new award is granted to the
extent permitted by Rule 16b-3 under the Act.
ARTICLE 3
ADMINISTRATION
3.1 Committee. The Plan shall be administered by a Committee (the
"Committee") appointed by the Board and consisting of not less than two (2)
members of the Board. Except as permitted by Rule 16b-3(c)(2)(i)(A),(B),(C) and
(D) of the Act, no member of the Board may serve on the Committee if such
member is or has been granted or awarded stock, stock options, stock
appreciation rights or any other equity security or derivative security of the
Company or any of its affiliates pursuant to the Plan or any other plan of the
Company or its affiliates either while serving on the Committee or during the
one year period prior to being appointed to the Committee.
3.2 Powers of Committee. Subject to the express provisions of the
Plan, the Committee shall have the power and authority (i) to grant Options and
to determine the purchase price of the Common Stock covered by each Option, the
term of each Option, the number of shares of Common Stock to be covered by each
Option and any performance objectives or vesting standards applicable to each
Option; (ii) to designate Options as Incentive Stock Options or Nonstatutory
Stock Options and to determine which Options, if any, shall be accompanied by
Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock Appreciation
Rights and Nontandem Stock Appreciation Rights and to determine the terms and
conditions of such rights; (iv) to grant Restricted Shares and to determine the
term of the restricted period and other conditions and restrictions applicable
to such shares; (v) to grant Performance Shares and Performance Units and to
determine the performance objectives, performance periods and other conditions
applicable to such shares or units; (vi) to grant Unrestricted Shares; (vii)
to determine the amount of, and to make, Tax Offset Payments; and (viii) to
determine the associates to whom, and the time or times at which, Options,
Stock Appreciation Rights, Restricted Shares, Performance Shares, Performance
Units and Unrestricted Shares shall be granted.
3.3 Delegation. The Committee may delegate to one or more of its
members or to any other person or persons such ministerial duties as it may
deem advisable; provided, however, that the Committee may not delegate any of
its responsibilities hereunder if such delegation will cause the Plan to fail
to comply with the "disinterested administration" rules under Section 16 of the
Act. The Committee may also employ attorneys, consultants, accountants or other
professional advisors and shall be entitled to reply upon the advice, opinions
or valuations of any such advisors.
3.4 Interpretations. The Committee shall have sole discretionary
authority to interpret the terms of the Plan, to adopt and revise rules,
regulations and policies to administer the Plan and to make any other factual
determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Company, all associates who have received awards under the Plan and all
other interested persons.
A-2
<PAGE> 7
3.5 Liability; Indemnification. No member of the Committee, nor any
associate to whom ministerial duties have been delegated, shall be personally
liable for any action, interpretation or determination made with respect to the
Plan or awards made thereunder, and each member of the Committee shall be fully
indemnified and protected by the Company with respect to any liability he or
she may incur with respect to any such action, interpretation or determination,
to the extent permitted by applicable law and to the extent provided in the
Company's Certificate of Incorporation and Bylaws, as amended from time to time.
ARTICLE 4
ELIGIBILITY
Awards shall be limited to executive and key management associates who
are regular, full-time associates of the Company and its present and future
subsidiaries. In determining the associates to whom awards shall be granted
and the number of shares to be covered by each award, the Committee shall take
into account the nature of the services rendered by such associates, their
present and potential contributions to the success of the Company and its
subsidiaries and such other factors as the Committee in its sole discretion
shall deem relevant. Notwithstanding the foregoing, the Committee may also
grant awards to non-associate directors of the Company and its present and
future subsidiaries. Unless otherwise specified, references to associates
herein shall mean both associates and non-associate directors who have received
grants under this Plan. As used in this Plan, the term "subsidiary" shall mean
any corporation which at the time qualifies as a subsidiary of the Company
under the definition of "subsidiary corporation" set forth in Section 424(f) of
the Code, or any successor provision hereafter enacted. No associate may be
granted in any calendar year awards covering more than 400,000 shares of
Common Stock.
ARTICLE 5
STOCK OPTIONS
5.1 Grant of Options. Options may be granted under this Plan for the
purchase of shares of Common Stock. Options shall be granted in such form and
upon such terms and conditions, including the satisfaction of corporate or
individual performance objectives and other vesting standards, as the Committee
shall from time to time determine.
5.2 Option Price. The option price of each Option to purchase Common
Stock shall be determined by the Committee at the time of the grant, but shall
not be less than 100 percent of the fair market value of the Common Stock
subject to such Option on the date of grant. The option price so determined
shall also be applicable in connection with the exercise of any Tandem Stock
Appreciation Right granted with respect to such Option.
5.3 Term of Options. The term of each Nonstatutory Stock Option
granted under the Plan shall not exceed ten (10) years and one day from the
date of grant, subject to earlier termination as provided in Articles 9 and 10.
Except as otherwise provided in Section 6.1 with respect to ten (10) percent
stockholders of the Company, the term of each Incentive Stock Option shall not
exceed ten (10) years from the date of grant, subject to earlier termination as
provided in Articles 9 and 10.
5.4 Exercise of Options. An Option may be exercised, in whole or in
part, at such time or times as the Committee shall determine. The Committee
may, in its discretion, accelerate the exercisability of any Option at any time.
Options may be exercised by an associate by giving written notice to the
Committee stating the number
A-3
<PAGE> 8
of shares of Common Stock with respect to which the Option is being exercised
and tendering payment therefor. Payment for the Common Stock issuable upon
exercise of the Option shall be made in full in cash or by certified check or,
if the Committee, in its sole discretion permits in shares of Common Stock
(valued at fair market value on the date of exercise). As soon as reasonably
practicable following such exercise, a certificate representing the shares of
Common Stock purchased, registered in the name of the associate, shall be
delivered to the associate. Notwithstanding the foregoing an associate may not
exercise an Option prior to the approval of the Plan by the stockholders.
5.5 Cancellation of Stock Appreciation Rights. Upon exercise of all
or a portion of an Option, the related Tandem Stock Appreciation Rights shall
be canceled with respect to an equal number of shares of Common Stock.
ARTICLE 6
SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS
6.1 Ten Percent Stockholder. Notwithstanding any other provision of
this Plan to the contrary, no associate may receive an Incentive Stock Option
under the Plan if such associate, at the time the award is granted owns (after
application of the rules contained in Section 424(d) of the Code) stock
possessing more than ten (10) percent of the total combined voting power of all
classes of stock of the Company or its subsidiaries, unless (i) the option
price for such Incentive Stock Option is at least 110 percent of the fair
market value of the Common Stock subject to such Incentive Stock Option on the
date of grant and (ii) such Option is not exercisable after the date five (5)
years from the date such Incentive Stock Option is granted.
6.2 Limitation on Grants. The aggregate fair market value (determined
with respect to each Incentive Stock Option at the time such Incentive Stock
Option is granted) of the shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by an associate
during any calendar year (under this Plan or any other plan of the Company or a
subsidiary) shall not exceed $100,000.
6.3 Limitations on Time of Grant. No grant of an Incentive Stock
Option shall be made under this Plan more than ten (10) years after the earlier
of the date of adoption of the Plan by the Board or the date the Plan is
approved by stockholders.
ARTICLE 7
STOCK APPRECIATION RIGHTS
7.1 Grants of Stock Appreciation Rights. Tandem Stock Appreciation
Rights may be awarded by the Committee in connection with any Option granted
under the Plan, either at the time the Option is granted or thereafter at any
time prior to the exercise, termination or expiration of the Option. Nontandem
Stock Appreciation Rights may also be granted by the Committee at any time. At
the time of grant of a Nontandem Stock Appreciation Right, the Committee shall
specify the number of shares of Common Stock covered by such right and the base
price of shares of Common Stock to be used in connection with the calculation
described in Section 7.4 below. The base price of a Nontandem Stock
Appreciation Right shall be not less than 100 percent of the fair market value
of a share of Common Stock on the date of grant. Stock Appreciation Rights
shall be subject to such terms and conditions not inconsistent with the other
provisions of this Plan as the Committee shall determine.
A-4
<PAGE> 9
7.2 Limitations on Exercise. A Tandem Stock Appreciation Right shall
be exercisable only to the extent that the related Option is exercisable and
shall be exercisable only for such period as the Committee may determine (which
period may expire prior to the expiration date of the related Option). Upon the
exercise of all or a portion of Tandem Stock Appreciation Rights, the related
Option shall be canceled with respect to an equal number of shares of Common
Stock. Shares of Common Stock subject to Options, or portions thereof,
surrendered upon exercise of a Tandem Stock Appreciation Right, shall not be
available for subsequent awards under the Plan. A Nontandem Stock Appreciation
Right shall be exercisable during such period as the Committee shall determine.
7.3 Surrender or Exchange of Tandem Stock Appreciation Rights. A
Tandem Stock Appreciation Right shall entitle the associate to surrender to
the Company unexercised the related option, or any portion thereof, and to
receive from the Company in exchange therefor that number of shares of Common
Stock having an aggregate fair market value equal to (A) the excess of (i) the
fair market value of one (i) share of Common Stock as of the date the Tandem
Stock Appreciation Right is exercised over (ii) the option price per share
specified in such Option, multiplied by (B) the number of shares of Common
Stock subject to the Option, or portion thereof, which is surrendered. Cash
shall be delivered in lieu of any fractional shares.
7.4 Exercise of Nontandem Stock Appreciation Rights. The exercise of
a Nontandem Stock Appreciation Right shall entitle the associate to receive
from the Company that number of shares of Common Stock having an aggregate fair
market value equal to (A) the excess of (i) the fair market value of one (1)
share of Common Stock as of the date on which the Nontandem Stock Appreciation
Right is exercised over (ii) the base price of the shares covered by the
Nontandem Stock Appreciation Right, multiplied by (B) the number of shares of
Common Stock covered by the Nontandem Stock Appreciation Right, or the portion
thereof being exercised. Cash shall be delivered in lieu of any fractional
shares.
7.5 Settlement of Stock Appreciation Rights. As soon as is reasonably
practicable after the exercise of a Stock Appreciation Right, the Company shall
(i) issue, in the name of the associate, stock certificates representing the
total number of full shares of Common Stock to which the associate is entitled
pursuant to Section 7.3 or 7.4 hereof, and cash in an amount equal to the fair
market value, as of the date of exercise, of any resulting fractional shares,
and (ii) if the Committee causes the Company to elect to settle all or part of
its obligations arising out of the exercise of the Stock Appreciation Right in
cash pursuant to Section 7.6, deliver to the associate an amount in cash equal
to the fair market value, as of the date of exercise, of the shares of Common
Stock it would otherwise be obligated to deliver.
7.6 Cash Settlement. The Committee, in its discretion, may cause the
Company to settle all or any part of its obligation arising out of the exercise
of a Stock Appreciation Right by the payment of cash in lieu of all or part of
the shares of Common Stock it would otherwise be obligated to deliver in an
amount equal to the fair market value of such shares on the date of exercise.
ARTICLE 8
NONTRANSFERABILITY OF OPTIONS AND
STOCK APPRECIATION RIGHTS
No Option or Stock Appreciation Right may be transferred, assigned,
pledged or hypothecated (whether by operation of law or otherwise), except as
provided by will or the applicable laws of descent and distribution, and no
Option or Stock Appreciation Right shall be subject to execution, attachment or
similar process. Any attempted assignment transfer, pledge, hypothecation or
other disposition of an Option or a Stock Appreciation
A-5
<PAGE> 10
Right not specifically permitted herein shall be null and void and without
effect. An Option or Stock Appreciation Right may be exercised by an associate
only during his or her lifetime, or following his or her death pursuant to
Article 10.
ARTICLE 9
TERMINATION OF EMPLOYMENT
9.1 Exercise after Termination of Employment. In the event that the
employment of an associate to whom an Option or Stock Appreciation Right has
been granted under the Plan shall be terminated (for reasons other than death
or total disability), such Option or Stock Appreciation Right may be exercised
(to the extent that the associate was entitled to do so at the termination of
his employment) at any time within three (3) months after such termination of
employment.
9.2 Total Disability. In the event that an associate to whom an
Option or Stock Appreciation Right has been granted under the Plan shall become
totally disabled, such Option or Stock Appreciation Right may be exercised at
any time during the first nine (9) months that the associate receives benefits
under The Limited, Inc. Long-Term Disability Plan (the "Disability Plan"). For
purposes hereof, "total disability" shall have the definition set forth in the
Disability Plan, which definition is hereby incorporated by reference.
9.3 Disability or Cessation of Director's Term. A non-associate
director shall be entitled to exercise Options or Stock Appreciation Rights only
during his or her term as director and for a period of three (3) months
thereafter; provided, however, that a non-associate director shall be entitled
to exercise awards for a period of nine (9) months following the total
disability of such non-associate director.
ARTICLE 10
DEATH OF ASSOCIATE
If an associate to whom an Option or Stock Appreciation Right has been
granted under the Plan shall die while employed by the Company or one of its
subsidiaries or within three (3) months after the termination of such
employment or cessation of director's term, such Option or Stock Appreciation
Right may be exercised to the extent that the associate was entitled to do so
at the time of his or her death, by the associate's estate or by the person who
acquires the right to exercise such Option or Stock Appreciation Right upon his
or her death by bequest or inheritance. Such exercise may occur at any time
within one (1) year after the date of the associate's death, but in no case
later than the date on which the Option or Stock Appreciation Right terminates.
ARTICLE 11
RESTRICTED SHARES
11.1 Grant of Restricted Shares. The Committee may from time to time
cause the Company to grant Restricted Shares under the Plan to associates,
subject to such restrictions, conditions and other terms as the Committee may
determine.
11.2 Restrictions. At the time a grant of Restricted Shares is made,
the Committee shall establish a period of time (the "Restricted Period")
applicable to such Restricted Shares. Each grant of Restricted Shares may be
subject to a different Restricted Period. The Committee may, in its sole
discretion, at the time a grant is
A-6
<PAGE> 11
made, prescribe restrictions in addition to or other than the expiration of the
Restricted Period, including the satisfaction of corporate or individual
performance objectives, which shall be applicable to all or any portion of the
Restricted Shares. Except with respect to grants of Restricted Shares intended
to qualify as performance-based compensation for purposes of Section 162(m) of
the Code, the Committee may also, in its sole discretion, shorten or terminate
the Restricted Period or waive any other restrictions applicable to all or a
portion of such Restricted Shares. None of the Restricted Shares may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during
the Restricted Period or prior to the satisfaction of any other restrictions
prescribed by the Committee with respect to such Restricted Shares.
11.3 Restricted Stock Certificates. The Company shall issue, in the
name of each associate to whom Restricted Shares have been granted, stock
certificates representing the total number of Restricted Shares granted to the
associate, as soon as reasonably practicable after the grant. The Secretary of
the Company shall hold such certificates, properly endorsed for transfer, for
the associate's benefit until such time as the Restricted Shares are forfeited
to the Company, or the restrictions lapse.
11.4 Rights of Holders of Restricted Shares. Except as determined by
the Committee either at the time Restricted Shares are awarded or any time
thereafter prior to the lapse of the restrictions, holders of Restricted Shares
shall not have the right to vote such shares or the right to receive any
dividends with respect to such shares. All distributions, if any, received by
an associate with respect to Restricted Shares as a result of any stock
split-up, stock distribution, a combination of shares, or other similar
transaction shall be subject to the restriction of this Article 11.
11.5 Forfeiture. Any Restricted Shares granted to an associate pursuant
to the Plan shall be forfeited if the associate terminates employment with the
Company or its subsidiaries (or if a non-associate director ceases to be a
director of the Company or one of its subsidiaries) prior to the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions applicable to such Restricted Shares. Upon such forfeiture, the
Secretary of the Company shall either cancel or retain in its treasury the
Restricted Shares that are forfeited to the Company. If the associate's
employment (or director's term) terminates as a result of his or her death or
total disability (as defined in Article 9), Restricted Shares of such associate
shall be forfeited, unless the Committee, in its sole discretion, shall
determine otherwise.
11.6 Delivery of Restricted Shares. Upon the expiration or termination
of the Restricted Period and the satisfaction of any other conditions
prescribed by the Committee, the restrictions applicable to the Restricted
Shares shall lapse and a stock certificate for the number of Restricted Shares
with respect to which the restrictions have lapsed shall be delivered, free
of all such restrictions, to the associate or the associate's beneficiary or
estate, as the case may be.
11.7 Performance-Based Objectives. At the time of the grant of
Restricted Shares to an associate, and prior to the beginning of the
performance period to which performance objectives relate, the Committee may
establish performance objectives based on operating income and/or gross margin
objectives of the Company or any subsidiary or division thereof. These
objectives shall be based on an analysis of historical performance and growth
expectations for the relevant business unit, financial results of other
comparable businesses both inside and outside the Company, and progress towards
achieving the long-range strategic plan for that business unit. These
objectives and determination of results shall be based entirely on such
financial measures, and the Committee shall have no discretion to modify such
results.
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<PAGE> 12
ARTICLE 12
PERFORMANCE SHARES
12.1 Award of Performance Shares. For each Performance Period (as
defined in Section 12.2), Performance Shares may be granted under the Plan to
such associates of the Company and its subsidiaries as the Committee shall
determine. Each Performance Share shall be deemed to be equivalent to one (1)
share of Common Stock. Performance Shares granted to an associate shall be
credited to an account (a "Performance Share Account") established and
maintained for such associate.
12.2 Performance Period. "Performance Period" shall mean such period of
time as shall be determined by the Committee in its sole discretion. Different
Performance Periods may be established for different associates receiving
Performance Shares. Performance Periods may run consecutively or concurrently.
12.3 Right to Payment of Performance Shares. With respect to each award
of Performance Shares under this Plan, the Committee shall specify performance
objectives (the "Performance Objectives") which must be satisfied in order for
the associate to vest in the Performance Shares which have been awarded to him
or her from the Performance Period. If the Performance Objectives established
for an associate for the Performance Period are partially but not fully met,
the Committee may, nonetheless, in its sole discretion, determine that all or a
portion of the Performance Shares have vested. If the Performance Objectives for
a Performance Period are exceeded, the Committee may, in its sole discretion,
grant additional, full vested Performance Shares to the associate. The
Committee may also determine, in its sole discretion, that Performance Shares
awarded to an associate shall become partially or fully vested upon the
associate's death, total disability (as defined in Article 9) or retirement,
or upon the termination of the associate's employment (or director's term)
prior to the end of the Performance Period.
12.4 Payment for Performance Shares. As soon as practicable following
the end of a Performance Period, the Committee shall determine whether the
Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the Committee pursuant to Section 12.3). If the Performance
Objectives for the Performance Period have been exceeded, the Committee shall
determine whether additional Performance Shares shall be granted to the
associate pursuant to Section 12.3. As soon as reasonably practicable after
such determinations, or at such later date as the Committee shall determine at
the time of grant, the Company shall pay to the associate an amount with respect
to each vested Performance Share equal to the fair market value of a share of
Common Stock on such payment date or, if the Committee shall so specify at the
time of grant, an amount equal to (i) the fair market value of a share of
Common Stock on the payment date less (ii) the fair market value of a share of
Common Stock on the date of grant of the Performance Share. Payment shall be
made entirely in cash, entirely in Common Stock (including Restricted Shares)
or in such combination of cash and Common Stock as the Committee shall
determine.
12.5 Voting and Dividend Rights. Except as the Committee may otherwise
provide, no associate shall be entitled to any voting rights, to receive any
dividends, or to have his or her Performance Share Account credited or increased
as a result of any dividends or other distribution with respect to Common
Stock. Notwithstanding the foregoing, within sixty (60) days from the date of
payment of a dividend by the Company on its shares of Common Stock, the
Committee, in its discretion, may credit an associate's Performance Share
Account with additional Performance Shares having an aggregate fair market
value equal to the dividend per share paid on the Common Stock multiplied by
the number of Performance Shares credited to his or her account at the time the
dividend was declared.
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<PAGE> 13
ARTICLE 13
PERFORMANCE UNITS
13.1 Award of Performance Units. For each Performance Period (as
defined in Section 12.2), Performance Units may be granted under the Plan to
such associates of the Company and its subsidiaries as the Committee shall
determine. The award agreement covering such Performance Units shall specify a
value for each Performance Unit or shall set forth a formula for determining
the value of each Performance Unit at the time of payment (the "Ending Value").
If necessary to make the calculation of the amount to be paid to the associate
pursuant to Section 13.3, the Committee shall also state in the award agreement
the initial value of each Performance Unit (the "Initial Value"). Performance
Units granted to an associate shall be credited to an account (a "Performance
Unit Account") established and maintained for such associate.
13.2 Right to Payment of Performance Units. With respect to each award
of Performance Units under this Plan, the Committee shall specify Performance
Objectives which must be satisfied in order for the associate to vest in the
Performance Units which have been awarded to him or her for the Performance
Period. If the Performance Objectives established for an associate for the
Performance Period are partially but not fully met, the Committee may,
nonetheless, in its sole discretion, determine that all or a portion of the
Performance Units have vested. If the Performance Objectives for a Performance
Period are exceeded, the Committee may, in its sole discretion, grant
additional, fully vested Performance Units to the associate. The Committee may
also determine, in its sole discretion, that Performance Units awarded to an
associate shall become partially or fully vested upon the associate's death,
total disability (as defined in Article 9) or retirement, or upon the
termination of employment of the associate by the Company.
13.3 Payment for Performance Units. As soon as practicable following
the end of a Performance Period, the Committee shall determine whether the
Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the Committee pursuant to Section 13.2). If the Performance
Objectives for the Performance Period have been exceeded, the Committee shall
determine whether additional Performance Units shall be granted to the associate
pursuant to Section 13.2. As soon as reasonably practicable after such
determinations, or at such later date as the Committee shall determine at the
time of grant, the Company shall pay to the associate an amount with respect to
each vested Performance Unit equal to the Ending Value of the Performance Unit
or, if the Committee shall so specify at the time of grant, an amount equal to
(i) the Ending Value of the Performance Unit less (ii) the Initial Value of the
Performance Unit. Payment shall be made entirely in cash, entirely in Common
Stock (including Restricted Shares) or in such combination of cash and Common
Stock as the Committee shall determine.
ARTICLE 14
UNRESTRICTED SHARES
14.1 Award of Unrestricted Shares. The Committee may cause the Company
to grant Unrestricted Shares to associates at such time or times, in such
amounts and for such reasons as the Committee, in its sole discretion, shall
determine. No payment shall be required for Unrestricted Shares.
14.2 Delivery of Unrestricted Shares. The Company shall issue, in the
name of each associate to whom Unrestricted Shares have been granted, stock
certificates representing the total number of Unrestricted Shares granted to
the associate, and shall deliver such certificates to the associate as soon as
reasonably practicable after the date of grant or on such later date as the
Committee shall determine at the time of grant.
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<PAGE> 14
ARTICLE 15
TAX OFFSET PAYMENTS
The Committee shall have the authority at the time of any award under
this Plan or anytime thereafter to make Tax Offset Payments to assist
associates in paying income taxes incurred as a result of their participation
in this Plan. The Tax Offset Payments shall be determined by multiplying a
percentage established by the Committee by all or a portion (as the Committee
shall determine) of the taxable income recognized by an associate upon (i) the
exercise of a Nonstatutory Stock Option or a Stock Appreciation Right, (ii) the
disposition of shares received upon exercise of an Incentive Stock Option,
(iii) the lapse of restrictions on Restricted Shares, (iv) the award of
Unrestricted Shares, or (v) payments for Performance Shares or Performance
Units. The percentage shall be established, from time to time, by the Committee
at that rate which the Committee, in its sole discretion, determines to be
appropriate and in the best interests of the Company to assist associates in
paying income taxes incurred as a result of the events described in the
preceding sentence. Tax Offset Payments shall be subject to the restrictions on
transferability applicable to Options and Stock Appreciation Rights under
Article 8.
ARTICLE 16
ADJUSTMENT UPON CHANGES IN CAPITALIZATION
Notwithstanding any other provision of the Plan, the Committee may at
any time make or provide for such adjustments to the Plan, to the number and
class of shares available thereunder or to any outstanding Options, Stock
Appreciation Rights, Restricted Shares or Performance Shares as it shall deem
appropriate to prevent dilution or enlargement of rights, including adjustments
in the event of changes in the number of shares of outstanding Common Stock by
reason of stock dividends, extraordinary cash dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of
shares, separations, reorganizations, liquidations and the like.
ARTICLE 17
AMENDMENT AND TERMINATION
The Board may suspend, terminate, modify or amend the Plan, provided
that any amendment that would (i) materially increase the aggregate number of
shares which may be issued under the Plan, (ii) materially increase the
benefits accruing to associates under the Plan or (iii) materially modify the
requirements as to eligibility for participation in the Plan, shall be subject
to the approval of the Company's stockholders, except that any such increase or
modification that may result from adjustments authorized by Article 16 does not
require such approval. If the Plan is terminated, the terms of the Plan shall,
notwithstanding such termination, continue to apply to awards granted prior to
such termination. No suspension, termination, modification or amendment of the
Plan may, without the consent of the associate to whom an award shall
theretofore have been granted, adversely affect the rights of such associate
under such award.
ARTICLE 18
WRITTEN AGREEMENT
Each award of Options, Stock Appreciation Rights, Restricted Shares,
Performance Shares, Performance Units, Unrestricted Shares and Tax Offset
Payments shall be evidenced by a written agreement, executed by the
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<PAGE> 15
associate and the Company, and containing such restrictions, terms and
conditions, if any, as the Committee may require. In the event of any conflict
between a written agreement and the Plan, the terms of the Plan shall govern.
ARTICLE 19
MISCELLANEOUS PROVISIONS
19.1 Fair Market Value. "Fair market value" for purposes of this Plan
shall be the closing price of the Common Stock as reported on the principal
exchange on which the shares are listed for the date on which the grant,
exercise or other transaction occurs, or if there were no sales on such date,
the most recent prior date on which there were sales.
19.2 Tax Withholding. The Company shall have the right to require
associates or their beneficiaries or legal representatives to remit to the
Company an amount sufficiently to satisfy federal, state and local withholding
tax requirements, or to deduct from all payments under this Plan, including Tax
Offset Payments, amounts sufficient to satisfy all withholding tax requirements.
Whenever payments under the Plan are to be made to an associate in cash, such
payments shall be net of any amounts sufficient to satisfy all federal, state
and local withholding tax requirements. The Committee may, in its discretion,
permit an associate to satisfy his or her tax withholding obligation either by
(i) surrendering shares owned by the associate or (ii) having the Company
withhold from shares otherwise deliverable to the associate. Shares surrendered
or withheld shall be valued at their fair market value as of the date on which
income is required to be recognized for income tax purposes. In the case of an
award of Incentive Stock Options, the foregoing right shall be deemed to be
provided to the associate at the time of such award.
19.3 Compliance With Section 16(b) and Section 162(m). In the case of
associates who are or may be subject to Section 16 of the Act, it is the intent
of the corporation that the Plan and any award granted hereunder satisfy and be
interpreted in a manner that satisfies the applicable requirements of Rule
16b-3, so that such persons will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the Act and will not be subjected to
liability thereunder. If any provision of the Plan or any award would otherwise
conflict with the intent expressed herein, that provision, to the extent
possible, shall be interpreted and deemed amended so as to avoid such conflict.
To the extent of any remaining irreconcilable conflict with such intent, such
provision shall be deemed void as applicable to associates who are or may be
subject to Section 16 of the Act. If any award hereunder is intended to qualify
as performance-based for purposes of Section 162(m) of the Code, the Committee
shall not exercise any discretion to increase the payment under such award
except to the extent permitted by Section 162(m) and the regulations thereunder.
19.4 Successors. The obligations of the Company under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and businesses of the Company. In the event of any of the foregoing, the
Committee may, at its discretion prior to the consummation of the transaction,
cancel, offer to purchase, exchange, adjust or modify any outstanding awards, at
such time and in such manner as the Committee deems appropriate and in
accordance with applicable law.
19.5 General Creditor Status. Associates shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any associate or beneficiary or legal representative of such associate. To the
extent that any person acquires a right to receive payments from the Company
under the
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<PAGE> 16
Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be paid from
the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of
such amounts except as expressly set forth in the Plan.
19.6 No Right to Employment. Nothing in the Plan or in any written
agreement entered into pursuant to Article 18, nor the grant of any award,
shall confer upon any associate any right to continue in the employ of the
Company or a subsidiary or to be entitled to any remuneration or benefits not
set forth in the Plan or such written agreement or interfere with or limit the
right of the Company or a subsidiary to modify the terms of or terminate such
associate's employment at any time.
19.7 Other Plans. Effective upon the adoption of the Plan by the
stockholders, no further awards shall be made under The Limited, Inc. 1987
Stock Option Plan (as amended as of April 20, 1992) (the "1987 Plan").
Thereafter, all awards made under the 1987 Plan prior to adoption of this Plan
by the stockholders shall continue in accordance with the terms of the 1987
Plan.
19.8 Notices. Notices required or permitted to be made under the Plan
shall be sufficiently made if sent by registered or certified mail addressed
(a) to the associate at the associate's address set forth in the books and
records of the Company or its subsidiaries, or (b) to the Company or the
Committee at the principal office of the Company.
19.9 Severability. In the event that any provision of the Plan shall
be held illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
19.10 Governing Law. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.
19.11 Term of Plan. Unless earlier terminated pursuant to Article 17
hereof, the Plan shall terminate on the tenth (10th) anniversary of the date of
adoption of the Plan by the stockholders.
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<PAGE> 17
THE LIMITED, INC.
1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
1. PURPOSE
The purpose of The Limited, Inc. 1996 Stock Plan for Non-Associate
Directors (the "Plan") is to promote the interests of The Limited, Inc. (the
"Company") and its stockholders by increasing the proprietary interest of
non-associate directors in the growth and performance of the Company by
granting such directors options to purchase shares of common stock (the
"Shares") of the Company and by awarding Shares to such directors in respect of
a portion of the Retainer (as defined in Section 6(b)) payable to such
directors.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan, the Board shall be authorized
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that the Board shall have no discretion with respect to the selection of
directors to receive options, the number of Shares subject to any such options,
the purchase price thereunder or the timing of grants of options under the
Plan. The determinations of the Board in the administration of the Plan, as
described herein, shall be final and conclusive. The Secretary of the Company
shall be authorized to implement the Plan in accordance with its terms and to
take such actions of a ministerial nature as shall be necessary to effectuate
the intent and purposes thereof. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware.
3. ELIGIBILITY
The class of individuals eligible to receive grants of options and
awards of Shares in respect of the Retainer under the Plan shall be directors
of the Company who are not associates of the Company or its affiliates
("Eligible Directors"). Any holder of an option or Shares granted hereunder
shall hereinafter be referred to as a "Participant".
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 7, an aggregate of 100,000
Shares shall be available for issuance under the Plan. The Shares deliverable
upon the exercise of options or in respect of the Retainer may be made
available from authorized but unissued Shares or treasury Shares. If any option
granted under the Plan shall terminate for any reason without having been
exercised, the Shares subject to, but not delivered under, such option shall be
available for issuance under the Plan.
5. GRANT, TERMS AND CONDITIONS OF OPTIONS
(a) Subject to the approval by the Company's shareholders of this
Plan, each Eligible Director on the date of such approval will be granted on
such date an option to purchase 1,000 Shares.
(b) Each Eligible Director on the first business day of a fiscal year
of the Company beginning thereafter, will be granted on such a day an option to
purchase 1,000 Shares.
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<PAGE> 18
(c) The options granted will be nonstatutory stock options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and shall have the following terms and conditions:
(i) PRICE. The purchase price per Share deliverable upon the
exercise of each option shall be 100% of the Fair Market Value per
Share on the date the option is granted. For purposes of the Plan, Fair
Market Value shall be the closing price of the Shares as reported on
the principal exchange on which the shares are listed for the date in
question, or if there were no sales on such date, the most recent prior
date on which there were sales.
(ii) PAYMENT. Options may be exercised only upon payment of the
purchase price thereof in full. Such payment shall be made in cash.
(iii) EXERCISABILITY AND TERM OF OPTIONS. Options shall become
exercisable in four equal annual installments commencing on the first
anniversary of the date of grant, provided the holder of such Option is
an Eligible Director on such anniversary, and shall be exercisable until
the earlier of ten years from the date of grant and the expiration of
the one year period provided in paragraph (iv) below.
(iv) TERMINATION OF SERVICE AS ELIGIBLE DIRECTOR. Upon
termination of a Participant's service as a director of the Company for
any reason, all outstanding options held by such Eligible Director, to
the extent then exercisable, shall be exercisable in whole or in part
for a period of one year from the date upon which the Participant ceases
to be a Director, provided that in no event shall the options be
exercisable beyond the period provided for in paragraph (iii) above.
(v) NONTRANSFERABILITY OF OPTIONS. No option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or the laws of
descent and distribution, and during the lifetime of the Participant to
whom an option is granted it may be exercised only by the Participant or
by the Participant's guardian or legal representative. Notwithstanding
the foregoing, options may be transferred pursuant to a qualified
domestic relations order.
(vi) OPTION AGREEMENT. Each option granted hereunder shall be
evidenced by an agreement with the Company which shall contain the terms
and provisions set forth herein and shall otherwise be consistent with
the provisions of the Plan.
6. GRANT OF SHARES
(a) From and after the approval of the Plan by the Company's
shareholders, 50% of the Retainer of each Eligible Director shall be paid in a
number of Shares equal to the quotient of (i) 50% of the Retainer divided by
(ii) the Fair Market Value on the Retainer Payment Date. Cash shall be paid to
an Eligible Director in lieu of a fractional Share.
(b) For purposes of this Plan "Retainer" shall mean the annual
retainer payable to an Eligible Director (as defined in Section 3) for any
fiscal quarter of the Company, the amount of which Retainer may not be changed
for purposes of this Plan more often than once every six months and "Retainer
Payment Date" shall mean the last business day of the Company's fiscal quarter.
7. ADJUSTMENT OF AND CHANGES IN SHARES
In the event of a stock split, stock dividend, extraordinary cash
dividend, subdivision or combination of the Shares or other change in corporate
structure affecting the Shares, the number of Shares authorized by the Plan
shall be increased or decreased proportionately, as the case may be, and the
number of Shares subject to any
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outstanding option shall be increased or decreased proportionately, as the case
may be, with appropriate corresponding adjustment in the purchase price per
Share thereunder.
8. NO RIGHTS OF SHAREHOLDERS
Neither a Participant nor a Participant's legal representative shall be,
or have any of the rights and privileges of, a shareholder of the Company in
respect of any Shares purchasable upon the exercise of any option, in whole or
in part, unless and until certificates for such Shares shall have been issued.
9. PLAN AMENDMENTS
The Plan may be amended by the Board as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto; provided,
that the Board may not, without the authorization and approval of shareholders
of the Company: (i) increase the number of Shares which may be purchased
pursuant to options hereunder, either individually or in the aggregate, except
as permitted by Section 7, (ii) change the requirement of Section 5(b) that
option grants be priced at Fair Market Value, except as permitted by Section 7,
(iii) modify in any respect the class of individuals who constitute Eligible
Directors or (iv) materially increase the benefits accruing to Participants
hereunder. The provisions of Section 3.5 and/or 6 may not be amended more often
than once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
under either such statute.
10. LISTING AND REGISTRATION
Each Share shall be subject to the requirement that if at any time the
Board shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such Shares, no such Share may be disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board.
11. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective on the date the Company's shareholders
approve the Plan. The Plan shall terminate the day following the tenth Annual
Shareholders Meeting at which Directors are elected succeeding such approval,
unless the Plan is extended or terminated at an earlier date by Shareholders or
is terminated by exhaustion of the Shares available for issuance hereunder.
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EXHIBIT 5.1
[THE LIMITED, INC. LETTERHEAD]
May 21, 1996
The Limited, Inc.
Three Limited Parkway
Columbus, Ohio 43216
Re: Securities Act of 1933 Form S-8 Registration Statement for The Limited,
Inc. 1993 Stock Option and Performance Incentive Plan (1996 Restatement)
Ladies and Gentlemen:
I have acted as counsel for The Limited, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company of up to
10,000,000 shares of the Company's Class A Common Stock, par value $.50 per
share (the "Common Stock"), under The Limited, Inc. 1993 Stock Option and
Performance Incentive Plan (1996 Restatement) (the "Plan"), which Common Stock
is being registered pursuant to the filing of a Registration Statement on Form 8
under the Securities Act of 1933 (the "Act").
I have examined the Certificate of Incorporation of the Company, its Bylaws,
the Plan and such other corporate records, certificates, documents and matters
of law as I have deemed necessary to render this opinion.
Based on the foregoing, I am of the opinion that the shares of common Stock
issued or to be issued under the terms of the Plan will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 and 23.2 of the
Registration Statement. By giving such consent, I do not admit that I am an
expert with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
THE LIMITED, INC.
By: /s/ Samuel P. Fried
------------------------------
Samuel P. Fried
General Counsel
<PAGE> 1
EXHIBIT 23.1
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, relating to The Limited, Inc. 1993 Stock Option and Performance
Incentive Plan (1996 Restatement), of our report dated February 26, 1996,
except for paragraph 11 in Note 1 and Note 9, as to which the date if March 18,
1996, on our audits of the consolidated financial statements and financial
statement schedule of The Limited, Inc. and subsidiaries as of February 3, 1996
and January 28, 1995, and for the fiscal years ended February 3, 1996,
January 28, 1995 and January 29, 1994, which report was included in The
Limited, Inc. Annual Report on Form 10-K for the year ended February 3, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
May 15, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY FOR
OFFICERS AND DIRECTORS OF
THE LIMITED, INC.
Pursuant to the requirements of the Securities Act of 1933, the
undersigned officers and/or directors of The Limited, Inc., a Delaware
corporation (the "Company"), hereby appoint Kenneth B. Gilman as
attorney-in-fact with full power of substitution and resubstitution to sign for
the undersigned and in the name of the undersigned in any and all capacities
with respect to the registrations on Form S-8 of (i) 10,000,000 shares of
Common Stock of the Company under The Limited, Inc. 1993 Stock Option and
Performance Incentive Plan (1996 Restatement) and (ii) 100,000 shares of Common
Stock of the Company under The Limited, Inc. Stock Plan for Non-Associate
Directors (collectively, the "Registration Statements") with the Securities and
Exchange Commission ("SEC"), and to sign any and all aendments (including
post-effective amendents) thereto and any and all applications or other
documents to be filed with the SEC pertaining to the Registration Statements,
and to grant unto the attorney-in-fact and agent the full power and authority
to do and perform each and every act and thing required to be done, as fully to
all intents and purposes as the undersigned could do if personally present. The
undersigned hereby ratifies and confirms all that the attorney-in-fact and
agent or its substitutes may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
- ---------- ----- ----
Chairman of the Board , 1996
- -------------------------- (principal executive
Leslie H. Wexner officer) and Director
/s/ Michael A. Weiss Vice Chairman and Director , 1996
- --------------------------
Michael A. Weiss
Secretary and Director , 1996
- --------------------------
Bella Wexner
/s/ Martin Trust Director , 1996
- --------------------------
Martin Trust
/s/ Eugene M. Freedman Director , 1996
- --------------------------
Eugene M. Freedman
/s/ E. Gordon Gee Director , 1996
- --------------------------
E. Gordon Gee
/s/ Leonard A. Schlesinger Director , 1996
- --------------------------
Leonard A. Schlesinger
/s/ David T. Kollat Director , 1996
- --------------------------
David T. Kollat
/s/ Claudine B. Malone Director , 1996
- --------------------------
Claudine B. Malone
/s/ Donald B. Shackelford Director , 1996
- --------------------------
Donald B. Shackelford
/s/ Allen R. Tessler Director , 1996
- --------------------------
Allen R. Tessler
/s/ Raymond Zimmerman Director , 1996
- --------------------------
Raymond Zimmerman
