<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1996
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 1-9957
DIAGNOSTIC PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-2802182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5700 WEST 96TH STREET
LOS ANGELES, CALIFORNIA 90045
(Address of principal executive offices)
Registrant's telephone number: (213) 776-0180
NO CHANGE
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[ YES X ][NO ]
The number of shares of Common Stock, no par value, outstanding as of
September 30, 1996, was 13,560,644.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
(In thousands, except per share data) Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $ 43,359 $ 40,530 $ 129,974 $ 118,265
--------- --------- --------- ---------
COSTS AND EXPENSES:
Cost of sales 19,868 19,066 55,988 53,299
Selling 9,111 6,951 25,729 20,357
Research and development 4,426 3,970 13,294 11,917
General and administrative 4,552 3,337 13,303 10,651
Equity in income of affiliates (199) (125) (1,002) (740)
Investment income (380) (610) (1,144) (1,280)
--------- --------- --------- ---------
Total costs and expenses 37,378 32,589 106,168 94,204
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 5,981 7,941 23,806 24,061
PROVISION FOR INCOME TAXES 1,630 2,050 6,390 6,260
--------- --------- --------- ---------
NET INCOME $ 4,351 $ 5,891 $ 17,416 $ 17,801
========= ========= ========= =========
NET INCOME PER SHARE $ .31 $ .43 $ 1.25 $ 1.29
WEIGHTED AVERAGE SHARES
AND EQUIVALENTS OUTSTANDING 13,941 13,846 13,956 13,838
</TABLE>
1
<PAGE> 3
DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 15,361 $ 16,519
Accounts receivable - net of allowance for
doubtful accounts of $89 and $77 42,794 40,802
Inventories 41,580 35,521
Prepaid expenses and other current assets 408 358
Deferred income taxes 3,451 3,451
--------- ---------
Total current assets 103,594 96,651
PROPERTY, PLANT AND EQUIPMENT:
Land and buildings 27,827 27,553
Machinery and equipment 44,352 38,607
Leasehold improvements 6,701 6,635
Construction in progress 925 836
Total 79,805 73,631
--------- ---------
Less accumulated depreciation and amortization 35,403 31,707
--------- ---------
Property, plant and equipment - net 44,402 41,924
SALES-TYPE AND OPERATING LEASES 20,611 18,128
DEFERRED INCOME TAXES 3,200 3,200
INVESTMENTS IN AFFILIATED COMPANIES 14,762 13,279
EXCESS OF COST OVER NET ASSETS ACQUIRED -
Net of amortization of $6,111 and $5,373 15,173 16,280
--------- ---------
TOTAL ASSETS $ 201,742 $ 189,462
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 7,976
Accounts payable 12,847 $ 16,969
Accrued liabilities 4,627 5,708
Income taxes payable 1,078 3,435
--------- ---------
Total current liabilities 26,528 26,112
SHAREHOLDERS' EQUITY:
Common Stock - no par value, authorized 30,000,000 shares;
outstanding 13,560,644 shares and 13,524,051 shares 35,793 35,179
Retained earnings 143,676 131,136
Foreign currency translation adjustments (4,255) (2,965)
--------- ---------
Total shareholders' equity 175,214 163,350
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 201,742 $ 189,462
========= =========
</TABLE>
2
<PAGE> 4
DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
(Dollars in Thousands) Nine Months Ended
September 30,
-------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 17,416 $ 17,801
Adjustments to reconcile net income to net cash flows from operating
activities:
Depreciation and amortization 5,216 4,363
Equity in undistributed income of
unconsolidated affiliates (1,002) 243
Accounts receivable (2,435) (3,940)
Inventories (6,245) (3,957)
Prepaid expenses and other current assets (50) 370
Accounts payable (3,464) (7,077)
Accrued liabilities (1,081) (1,151)
Income taxes payable (2,315) 1,052
-------- --------
Net Cash Flows from Operating Activities 6,040 7,704
CASH FLOWS FROM (USED FOR) INVESTING ACTIVITIES:
Additions to property, plant and equipment (6,654) (5,264)
Sales-type and operating leases (3,523) (3,719)
Investment in affiliated company (481) (1)
-------- --------
Net Cash from (used for) Investing Activities (10,658) (8,984)
CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES:
Borrowing 8,072
Proceeds from exercise of stock options 614 6,363
Cash dividends paid (4,876) (4,453)
-------- --------
Net Cash from (used for) Financing Activities 3,810 1,910
EFFECT OF EXCHANGE RATE CHANGES ON CASH (350) 491
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,158) 1,121
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 16,519 14,833
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,361 $ 15,954
======== ========
</TABLE>
3
<PAGE> 5
DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 -- BASIS OF PRESENTATION
The information for the nine months ended September 30, 1996 and 1995 has not
been audited by independent accountants, but includes all adjustments
(consisting of normal recurring accruals) which are, in the opinion of
management, necessary to a fair statement of the results for such periods.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to the requirements of the Securities and Exchange
Commission, although the Company believes that the disclosures included in these
financial statements are adequate to make the information not misleading.
The consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
1995 annual report on Form 10-K as filed with the Securities and Exchange
Commission.
The results of operations for the nine-month period ending September 30, 1996
are not necessarily indicative of the results to be expected for the year ended
December 31, 1996.
Net income per share has been computed using the weighted-average number of
common shares and common share equivalents outstanding during each period.
Common share equivalents represent the dilutive effect of outstanding stock
options.
NOTE 2 -- INVENTORIES
Inventories by major categories are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
<S> <C> <C>
Raw materials $14,617,000 $11,414,000
Work in process 17,003,000 14,567,000
Finished goods 9,960,000 9,540,000
----------- -----------
Total $41,580,000 $35,521,000
=========== ===========
</TABLE>
4
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Sales of $43.4 million were achieved in the third quarter of 1996, a 7% increase
over the third quarter 1995. Sales for the nine months were a record $130
million, a 10% increase over 1995. The sales increases are principally a result
of the continuing increased worldwide acceptance of the fully automated, random
access IMMULITE system. The system is expected to account for the greatest
amount of growth of all the Company's product lines for the foreseeable future.
In periods when the U.S. dollar is strengthening, the effect of translation of
the financial statements of the consolidated foreign affiliates is that of lower
sales, costs and net income. The stronger U.S. dollar in the third quarter 1996
when compared to the third quarter 1995 resulted in lower reported sales of
approximately 1.5% and lower reported net income of .4%. The stronger U.S.
dollar in the nine months 1996 when compared to the 1995 period resulted in
lower reported sales of approximately 1.8% and lower reported net income of .5%.
Despite the 7% growth in sales in the third quarter of 1996 compared to the
third quarter of 1995, sales were flat when compared to the second quarter of
1996 due to continued pressure on healthcare expenditures in Europe,
particularly in Germany, one of the Company's major markets in Europe, which
affected both unit sales and profit margins. Net income declined to 10% and 13%
of sales in the three and nine month periods of 1996 compared to 15% of sales in
the comparable 1995 periods. This decline was due to the greater rate of growth
of selling and general and administrative expenses compared to sales growth.
Cost of sales as a percentage of sales were 46% in the third quarter 1996 and
43% in the 1996 nine-month period compared to 47% and 45% in the comparable 1995
periods. Cost of sales as a percentage of sales increased to 46% in the third
quarter of 1996 compared to 42% in the first and second quarters of 1996. In the
third quarter 1996, lower gross profit margins were a result of the continuing
shift of product mix to the IMMULITE product line which, when the instruments
and reagents are combined, has lower margins than the traditional RIA products.
Profit margins for the IMMULITE products also reflected increasingly strong
price competition.
Selling costs increased 31% and 26% in the third quarter and nine months of 1996
over 1995. The major component of this increase was due to the inclusion of the
Brazilian distributor (acquired September 1, 1995) for all of 1996 but only one
month in the 1995 periods. Selling costs as a percentage of sales were 21% in
the third quarter 1996 and 20% in the 1996 nine-month period compared to 17% in
the comparable 1995 periods. The remainder of the increased costs are a result
of the continued expansion of the marketing and sales effort for the IMMULITE
product line and in preparation for the launch of the IMMULITE 2000 in 1997.
Research and development expenses increased 11% in the 1996 third
quarter over 1995. In the 1996 nine-month period, the expenses increased 12%
over 1995. These expenditures have increased to support the IMMULITE system. In
the 1996 and 1995 third quarter and nine-month periods, the research and
development costs as a percentage of sales were 10% in each period.
General and administrative costs increased in the third quarter and nine months
of 1996 over 1995. The major component of this increase was due to the inclusion
of the Brazilian distributor (acquired September 1, 1995) for all of 1996 but
only one month in the 1995 periods. General and administrative expenses were
about 10% of sales in the 1996 third quarter and nine-month period compared to
8% and 9% in the comparable 1995 periods. Included in general and administrative
expenses is the amortization of the excess of cost over net assets acquired and
minority interest.
Equity in income of affiliates, which increased 59% in the 1996 third quarter
compared to the 1995 quarter and increased 35% in the 1996 nine-month period
over the 1995 period, represents the Company's share of earnings of
nonconsolidated affiliates, principally the 45%-owned Italian affiliate.
Profitability in Italy which in prior quarters had declined was modestly higher
in the 1996 third quarter and nine months when compared to 1995. The other
affiliates reported increases in their third quarter and nine months net income.
5
<PAGE> 7
The Company's effective tax rate includes Federal, state and foreign taxes. The
1996 rate of 27% approximates the 1995 rate of 26%.
The Company has adequate working capital and sources of capital (including a $10
million unsecured line of credit, $7 million unused at September 30, 1996) to
carry on its current business and to meet its existing capital requirements.
Cash flow from operating activities was $6.0 million in 1996 nine months as
compared to $7.7 million in 1995 period.
During the first quarter of 1995, the Company paid a quarterly cash dividend of
$.10 per share. Commencing with the second quarter of 1995, the quarterly
dividend was increased to $.12 per share.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10.1 1990 Stock Option Plan, as amended
27 Financial Data Schedule
(b) Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DIAGNOSTIC PRODUCTS CORPORATION
(Registrant)
<TABLE>
<CAPTION>
<S> <C>
OCTOBER 29, 1996 SIGI ZIERING
- -------------------------------------- ---------------------------------------------
Date Sigi Ziering, Ph.D., Chairman of the Board
Chief Executive Officer
OCTOBER 29, 1996 JULIAN R. BOCKSERMAN
- -------------------------------------- ---------------------------------------------
Date Julian R. Bockserman, Vice President
Chief Financial Officer
</TABLE>
6
<PAGE> 1
Exhibit 10.1
DIAGNOSTIC PRODUCTS CORPORATION
1990 STOCK OPTION PLAN
AMENDED AND RESTATED AS OF AUGUST 21, 1996
1. PURPOSE
The purpose of the 1990 Stock Option Plan (the "Plan") is to further the
interests of Diagnostic Products Corporation (the "Company") and its subsidiary
corporations ("Subsidiaries") (as such term is defined in Section 425(f) of the
Internal Revenue Code of 1986, as amended (the "Code")), by encouraging and
enabling selected employees, directors, consultants and advisors of the Company
and its Subsidiaries, upon whose judgment, initiative and effort the Company is
largely dependent for the successful conduct of its business, to acquire a
proprietary interest in the Company by ownership of its stock through the
exercise of stock options to be granted hereunder.
2. AUTHORITY TO GRANT OPTIONS
Options granted under the Plan may be either "incentive stock options" within
the meaning of Section 422A of the Code, or options that do not qualify as
incentive stock options or which are designated "non-qualified options"
("non-qualified options"). The aggregate number of shares of Common Stock of the
Company which may hereafter be issued pursuant to the exercise of options
granted hereunder shall not exceed one million (1,000,000) shares, subject,
however, to the provisions of paragraph 5(h) hereof.
In the event that any outstanding option under the Plan for any reason
expires or is terminated without having been exercised in full, the shares of
Common Stock allocable to the unexercised portion of such option may again be
subjected to an option under the Plan.
3. ADMINISTRATION
Subject to the specific provisions hereinafter set forth, the Plan shall be
administered by the Board of Directors or by a committee consisting of at least
two directors appointed by the Board of Directors of the Company (the Board or
such committee being referred to herein as the "Committee"). Members of the
Committee shall serve at the discretion of the Board of Directors. Subject to
the provisions of the Plan, the Committee shall establish rules and regulations
which it may deem appropriate for the proper administration of the Plan,
interpret and make determinations under the Plan which shall be final,
conclusive and binding upon all persons, including, without limitation, the
Company, the shareholders, the directors and any persons having any interests in
any options which may be granted under the Plan.
<PAGE> 2
4. ELIGIBILITY
(a) Incentive options may be granted only to employees of the Company or its
Subsidiaries. Non-qualified options may be granted to employees, directors,
consultants and advisors of the Company or its Subsidiaries, provided that any
consultant or advisor must render bona fide services to the Company or its
Subsidiaries (which services are not in connection with the offer or sale of
securities in a capital-raising transaction). An optionee may hold more than one
option, but only on the terms and subject to the restrictions hereafter set
forth.
(b) Subject to paragraph 4(c), no person who would be considered to own by
reason of Section 425(d) of the Code more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Subsidiary
of the Company at the time such option is granted, shall be eligible to receive
an incentive option hereunder.
(c) Paragraph 4(b) shall not apply if at the time such incentive option is
granted the option price is at least 110 percent (110%) of the fair market value
of the stock subject to the option and such incentive option by its terms is not
exercisable after the expiration of five years from the date such option is
granted.
5. TERMS AND CONDITIONS OF OPTIONS
The Committee shall determine the persons to whom options shall be granted, the
time options shall be granted, the number of shares subject to option and,
subject to the provisions hereof, the terms and conditions of the options.
Options granted pursuant to the Plan shall be evidenced by an agreement in such
form as the Committee shall from time to time approve.
(a) NUMBER OF SHARES.
Options may be granted to such persons, and in such amounts, as the Committee,
in its discretion, may from time to time determine; provided, however, that the
aggregate fair market value (at the date of grant) of shares subject to
incentive options (granted under the Plan or any other plans of the Company or
its Subsidiaries) that first become exercisable in any calendar year shall not
exceed $100,000.
(b) OPTION PRICE.
Each option shall state the option price, which in the case of incentive options
shall not be less than 100% of the fair market value (110% with respect to the
optionees who are 10% or more shareholders of the Company as described in
paragraph 4(b)) of the Common Stock on the date of grant, and in the case of
non-qualified options, shall not be less than 85% of the fair market value per
share on the date of grant. The "fair market value per share" shall mean the
mean between the highest and lowest quoted selling prices of the Common Stock on
the applicable date or, if not available, the mean between the bona fide bid and
asked prices of the Common Stock on such date. In any situation not covered
above or if there were not sales on the date of the grant of an option, the fair
market value shall be determined by the Committee in accordance with Section
20.2031-2 of the Federal Estate Tax Regulations. Subject to the foregoing, the
Committee in fixing the option price shall have full authority and discretion
and be fully protected in doing so.
(c) MEDIUM AND TIME OF PAYMENT.
Payment of the option price shall be made to the Company in such manner
permitted by law as determined by the Committee, which may include cash
(including check, bank draft or money order) or delivery of shares of the
Company's Common Stock already owned by the optionee or a combination of Common
Stock and cash. The fair market value of Common Stock so delivered shall be
determined as of the date of exercise in the manner set forth in paragraph 5(b).
<PAGE> 3
(d) TERM AND EXERCISE OF OPTIONS.
The shares covered by an option may be purchased at once or in installments, as
the Committee may determine at the time of grant or in a subsequent amendment of
the option. Incentive options shall expire ten years (five years with respect to
optionees who are more than 10% shareholders of the Company as described in
paragraph 4(b)) after the date of grant or such earlier date as may be
determined by the Committee. Non-qualified options shall expire not more than
ten years plus one month from the date of grant or such earlier date as may be
determined by the Committee. An optionee may exercise a part of the option from
the date that part first becomes exercisable until the option expires or is
otherwise terminated. Not less than ten shares may be purchased at any one time
unless the number purchased is the total number at the time purchasable under
the option. To the extent not exercised, installments shall accumulate. As a
condition to the exercise, in whole or in part, of any option, the Committee may
in its sole discretion require the optionee to pay, in addition to the purchase
price of the shares covered by the option, an amount equal to any federal, state
and local taxes that the Committee has determined are required to be paid in
connection with the exercise of such option in order to enable the Company to
claim a deduction or otherwise. Furthermore, if any optionee disposes of any
shares of stock acquired by exercise of an incentive option prior to the
expiration of either of the holding periods specified in Section 422A(a)(1) of
the Code, the optionee shall pay to the Company, or the Company shall have the
right to withhold from any payments to be made to the optionee, an amount equal
to any federal, state and local taxes that the Committee has determined are
required to be paid in connection with the exercise of such option in order to
enable the Company to claim a deduction or otherwise.
(e) TERMINATION OF EMPLOYMENT EXCEPT BY DEATH AND DISABILITY.
Except as the Committee may determine otherwise at any time with respect to any
particular non-qualified option granted hereunder, in the event that an optionee
shall cease to be employed or retained by the Company or a Subsidiary for any
reason other than his death or disability and shall be no longer in the employ
of or providing services to any of them, such optionee shall have the right to
exercise the option to the extent the option was exercisable on the date of
termination until the earlier of three months after such termination or the
expiration of the term of the option. Whether authorized leave of absence or
absence for military or governmental service shall constitute termination of
employment, for the purposes of the Plan, shall be determined by the Committee,
which determination shall be final and conclusive.
(f) DEATH OR DISABILITY OF OPTIONEE.
Except as the Committee may determine otherwise at any time with respect to any
particular non-qualified option granted hereunder, if an optionee shall die
while in the employ or service of the Company or a Subsidiary or within a period
of three months after the termination of his employment or service with the
Company or a Subsidiary, either voluntarily or by operation of law, any options
granted to him shall expire on the earlier of one year from the date of death or
the expiration of the term of the option. During the period between the
optionee's death and the expiration of the option, the option may be exercised
by the person or persons to whom the optionee's rights under the option have
passed by will or by the laws of descent and distribution, but only to the
extent that it was exercisable on the date of death.
Except as the Committee may determine otherwise at any time with
respect to any particular non-qualified option granted hereunder, if an
optionee's employment or service with the Company or a Subsidiary shall
terminate due to the optionee's permanent disability (as defined by Section
22(e)(3) of the Code), any options granted to him shall terminate on the
earlier of one year from the date of such termination or the expiration of
the term of the option. During such period, the option shall be exercisable
only to the extent it was exercisable on the day of termination due to
permanent disability.
<PAGE> 4
(g) NON-TRANSFERABILITY OF OPTIONS.
No option shall be assignable or transferable by the optionee, either
voluntarily or by operation of law, other than by will or the laws of descent
and distribution, and options shall be exercisable during the optionee's
lifetime only by the optionee.
(h) ADJUSTMENTS.
If the number of outstanding shares of Common Stock is increased or decreased,
or if such shares are exchanged for a different number or kind of shares or
securities of the Company through reorganization, merger, recapitalization,
reclassification, stock dividend, stock split, combination of shares or other
similar transaction, the aggregate number of shares of Common Stock subject to
the Plan as provided in paragraph 2 hereof and the shares of Common Stock
subject to issued and outstanding options under the Plan shall be appropriately
and proportionately adjusted by the Committee. Any such adjustment in the
outstanding options shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option but with an appropriate
adjustment in the price for each share or other unit of any security covered by
the option. No adjustment shall be made on account of any transaction or event
not specifically set forth in this paragraph 5(h), including, without
limitation, the issuance of Common Stock for consideration.
Subject to any required action by the shareholders, if the Company shall be the
surviving corporation in any merger or consolidation, each outstanding option
shall pertain to and apply to the securities to which a holder of the number of
shares of Common Stock subject to the option would have been entitled. In the
event of the dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, or a sale
of all or substantially all of the Company's assets, all outstanding options
shall terminate on the date of any such event unless the Committee takes action,
if any, as the Committee in its discretion may deem appropriate to accelerate
the time within which and the extent to which options may be exercised or to
provide for the assumption of options by the surviving, consolidated, successor
or transferee corporation(s).
Adjustments under this paragraph 5(h) shall be made by the Committee, whose
determination as to which adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under the Plan or in connection with any such adjustment.
The grant of an option pursuant to the Plan shall not affect in any way the
right or power of the Company to make any adjustment, reclassification,
reorganization or change of its capital or business structure or to merge or to
consolidate or to dissolve, liquidate or sell or transfer all or any part of its
business or assets.
(i) RIGHTS AS A SHAREHOLDER.
No person entitled to exercise any option shall have any rights as a shareholder
with respect to any shares covered by the option until the date such person has
become the holder of record of such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such person becomes the holder of record of such shares, except as
provided in paragraph 5(h) hereof.
(j) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.
Subject to the terms and conditions and within the limitations of the Plan, the
Committee may modify, extend or renew outstanding options granted under the
Plan. Notwithstanding the foregoing, however, no modification of an option
shall, without the consent of the optionee, alter or impair any right or
obligation under any option theretofore granted under the Plan in a manner
adverse to the optionee.
<PAGE> 5
(k) INVESTMENT PURPOSE.
Each option under the Plan shall be granted on the condition that the purchases
of stock thereunder shall be for investment purposes, and not with a view to
resale or distribution, unless the stock subject to such option is registered
under the Securities Act of 1933, as amended, or the resale of such stock
without such registration would otherwise be permissible under the Securities
Act of 1933, as amended, or any other applicable law, regulation, or rule of any
governmental agency.
(l) OTHER PROVISIONS.
The option agreements authorized under the Plan shall contain such other
provisions, including, without limitation, restrictions upon the exercise of the
option, as the Committee shall deem advisable.
6. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have, the
members of the Committee shall be indemnified by the Company against their
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or intentional misconduct in the
performance of his duties; provided that within sixty days after institution of
any such action, suit or proceeding, a Committee member shall in writing offer
the Company the opportunity, at its own expense, to handle and defend the same.
7. TERM AND AMENDMENT OF THE PLAN
The Plan shall remain in effect until all shares covered by options granted
under the Plan have been purchased or all rights to acquire the shares have
lapsed. No stock option shall be granted under the Plan after December 7, 2000.
The Board of Directors of the Company may, insofar as permitted by law, from
time to time, with respect to any shares at the time not subject to options,
suspend or discontinue the Plan or revise or amend it in any respect whatsoever
except that, without the approval of the shareholders, no such revision or
amendment shall change the number of shares subject to the Plan or change the
designation of the persons eligible to receive incentive options under the Plan.
Other amendments or modifications to the Plan shall be approved by the
shareholders only if such approval is required by the Code, by any rule
promulgated by the Securities and Exchange Commission pursuant to Section 16 of
the Securities Exchange Act of 1934, as amended, by any rule of the New York
Stock Exchange, or if the Committee determines that such approval is necessary
and appropriate.
8. ADOPTION AND EFFECTIVENESS OF PLAN
The Plan was adopted by resolution of the Board of Directors on December 8,
1990, and approved by the shareholders on May 8, 1991.
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