<PAGE> 1
As filed with the Securities and Exchange Commission on December 29, 1995
Registration No. 33-
--------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
MCDONALD & COMPANY INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 34-1391950
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
(Address of principal executive offices, including zip code)
______________________
MCDONALD & COMPANY INVESTMENTS, INC. 1995 STOCK BONUS PLAN
(Full title of the plan)
______________________
Copy to:
William B. Summers, Jr.
President and Chief Executive Officer Thomas F. McKee, Esq.
McDonald & Company Investments, Inc. Calfee, Halter & Griswold
McDonald Investment Center 1400 McDonald Investment Center
800 Superior Avenue 800 Superior Avenue
Cleveland, Ohio 44114 Cleveland, Ohio 44114
(216) 443-2300 (216) 622-8200
(Name, address and telephone number, including area code, of agent for
service)
______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,040,000 $17.8125 $18,525,000 $6,388.00
par value shares
$1.00 per share
- ------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee.
</TABLE>
<PAGE> 2
The contents of the Registration Statement on Form S-8 (Reg.
No. 33-54521) are hereby incorporated by reference into this Registration
Statement, pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents of McDonald & Company Investments,
Inc. (the "Company"), previously filed with the Securities and Exchange
Commission, are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the
first and second quarters of fiscal 1996;
3. The Company's Definitive Proxy Statement used in
connection with its Annual Meeting of Stockholders
held on August 2, 1995;
4. The Company's Form 8-K Current Report dated August
15, 1995; and
5. The Company's Form 8-A dated July 1, 1983 (Reg. No.
1-8526).
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 8. Exhibits
--------
See the Exhibit Index at Page E-1 of this Registration Statement.
II-2
<PAGE> 3
SIGNATURES
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 Cleveland, State of Ohio, this 28th day of
December, 1995.
MCDONALD AND COMPANY INVESTMENTS, INC.
By: /s/ William B. Summers, Jr.
------------------------------------
William B. Summers, Jr.,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, constitutes and appoints Thomas M. O'Donnell, William
B. Summers, Jr., Robert T. Clutterbuck and Thomas F. McKee, or any one of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution for him or her and his or her name, place and stead, in any and
all capacities, to sign any or all amendments or post-effective amendments to
this Registration Statement, and to file the same, with all Exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, or any one of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents or any one
of them, or their or his substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
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 December 28, 1995.
Signature Title
--------- -----
/s/ William B. Summers, Jr. President, Chief Executive Officer
----------------------------- and Director (Principal Executive
William B. Summers, Jr. Officer)
/s/ Thomas M. O'Donnell Chairman and Director
-----------------------------
Thomas M. O'Donnell
/s/ Robert T. Clutterbuck Treasurer (Principal Accounting and
----------------------------- Financial Officer)
Robert T. Clutterbuck
/s/ James A. Karman Director
-----------------------------
James A. Karman
II-3
<PAGE> 4
/s/ Frederick R. Nance Director
-----------------------------
Frederick R. Nance
/s/ Willard E. Carmel Director
-----------------------------
Willard E. Carmel
/s/ Rena J. Blumberg Director
-----------------------------
Rena J. Blumberg
/s/ Donald E. Weston Director
-----------------------------
Donald E. Weston
Director
-----------------------------
Edward Fruchtenbaum
II-4
<PAGE> 5
CALFEE, HALTER & GRISWOLD
1400 McDONALD INVESTMENT CENTER
CLEVELAND, OHIO 44114
December 28, 1995
McDonald & Company Investments, Inc.
McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
We are familiar with the proceedings taken and proposed to be
taken by McDonald & Company Investments, Inc., a Delaware corporation (the
"Company"), with respect to 1,040,000 shares of Common Stock, par value $1.00
per share (the "Shares"), of the Company to be offered and sold from time to
time pursuant to the Company's 1995 Stock Bonus Plan (the "Plan"). As counsel
for the Company, we have assisted in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission to effect the registration of the
Shares under the Securities Act of 1933, as amended.
In this connection, we have examined the Certificate of
Incorporation and the By-Laws of the Company, both as amended, records of
proceedings of the Board of Directors and stockholders of the Company, and such
other records and documents as we have deemed necessary or advisable to render
the opinion contained herein. Based upon our examination and inquiries, we are
of the opinion that the Shares, when issued pursuant to the terms and
conditions of the Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
This opinion is limited to the General Corporation Law of the
State of Delaware and we express no view as to the effect of any other law on
the opinion set forth herein.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
CALFEE, HALTER & GRISWOLD
II-5
<PAGE> 6
EXHIBIT 23.1
We consent to the incorporation by reference in the
Registration Statement (Form S-8) and in the related Prospectus pertaining to
the 1995 Stock Bonus Plan of McDonald & Company Investments, Inc. of our report
dated May 2, 1995 with respect to the consolidated financial statements and
schedules of McDonald & Company Investments, Inc. included and incorporated by
reference in its Annual Report (Form 10-K) for the year ended March 31, 1995,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
December 28, 1995
II-6
<PAGE> 7
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold is contained in their
opinion filed as Exhibit 5.1 to this Registration Statement.
II-7
<PAGE> 8
EXHIBIT 24.1
MCDONALD & COMPANY INVESTMENTS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that McDonald & Company
Investments, Inc. hereby constitutes and appoints Thomas M. O'Donnell, William
B. Summers, Jr., Robert T. Clutterbuck and Thomas F. McKee, or any one or more
of them, its attorneys-in-fact and agents, each with full power of substitution
and resubstitution for it in any and all capacities, to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio as of December 28, 1995.
MCDONALD & COMPANY INVESTMENTS, INC.
By: /s/ William B. Summers, Jr.
--------------------------------
William B. Summers, Jr.,
President and Chief Executive
Officer
II-8
<PAGE> 9
EXHIBIT 24.1
(Continued)
MCDONALD & COMPANY INVESTMENTS, INC.
Certified Resolution
I, THOMAS F. McKEE, Secretary of McDonald & Company
Investments, Inc., a Delaware corporation (the "Company") do hereby certify
that the following is a true copy of a resolution adopted by the Board of
Directors on August 2, 1995, and that the same has not been changed and remains
in full force and effect.
RESOLVED, that Thomas M. O'Donnell, William B. Summers, Jr.,
Robert T. Clutterbuck and Thomas F. McKee, be, and each of them hereby is,
appointed as the attorney of McDonald & Company Investments, Inc., with full
power of substitution and resubstitution for and in the name, place and stead
of the Company to sign, attest and file a Registration Statement on Form S-8,
or any other appropriate form that may be used from time to time, with respect
to the issue and sale of its Common Stock, and any and all amendments,
post-effective amendments and exhibits to such Registration Statement and any
and all applications or other documents to be filed with the Securities and
Exchange Commission or any national securities exchange pertaining to the
listing thereon of the Common Stock covered by such Registration Statement or
pertaining to such registration and any and all applications or other documents
to be filed with any governmental or private agency or official relative to the
issuance of said Common Stock with full power and authority to do and perform
any and all acts and things whatsoever requisite and necessary to be done in
the premises, hereby ratifying and approving the acts of such attorneys or any
such substitute or substitutes and, without implied limitation, including in
the above authority to do the foregoing on behalf and in the name of any duly
authorized officer of the Company; and the President and Chief Executive
Officer of the Company be, and hereby is authorized and directed for and on
behalf of the Company to execute a Power of Attorney evidencing the foregoing
appointment.
/s/ Thomas F. McKee
-------------------------------
Thomas F. McKee, Secretary
Dated: December 28, 1995
II-9
<PAGE> 10
McDONALD & COMPANY SECURITIES, INC.
EXHIBIT INDEX
Exhibit Sequential
Number Description Page
- ------- ----------- ----------
4.1 1995 Stock Bonus Plan
5.1 Opinion of Calfee, Halter & Griswold regarding the
validity of the securities being registered (see
Page II-7 of this Registration Statement).
23.1 Consent of Ernst & Young (see Page II-8 of this
Registration Statement).
23.2 Consent of Calfee, Halter & Griswold (see Page II-9
of this Registration Statement).
24.1 Power of Attorney and related Certified Resolution
(see Pages II-10 and II-11 of this Registration
Statement).
E-1
<PAGE> 1
EXHIBIT 4.1
1995 Stock Bonus Plan
<PAGE> 2
Exhibit 4.1
MCDONALD & COMPANY INVESTMENTS, INC.
1995 STOCK BONUS PLAN
1. NAME AND PURPOSE.
1.1 The name of this plan is the McDonald & Company Investments, Inc. 1995
Stock Bonus Plan. The Plan amends and restates the McDonald & Company
Investments, Inc. 1993 Stock Bonus Plan in its entirety effective for bonus
payments determined with respect to fiscal years commencing April 1, 1995, and
thereafter. The Plan will continue to be maintained by McDonald & Company
Investments, Inc. (herein referred to as the "Parent Corporation") to further
the growth, success and interest of the Parent Corporation, McDonald & Company
Securities, Inc. (herein referred to as the "Corporation") and the stockholders
of the Parent Corporation by enabling employees of the Corporation who receive a
Qualifying Bonus as defined in Section 3.3 below to acquire shares of common
stock of the Parent Corporation ("Shares") under the terms and conditions of and
in accordance with this Plan, thereby increasing their direct involvement in the
success of the Corporation.
2. ADMINISTRATION OF THE PLAN.
2.1 This Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Parent Company which shall consist
of at least three directors, each of whom shall be a "disinterested person"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934 and any successor to such rule ("Rule 16b-3"). The Committee may, from
time to time, designate one or more persons or agents to carry out any or all of
its administrative duties hereunder; provided that none of the duties required
to be performed by the Committee under Rule 16b-3 or Section 2.3 of the Plan may
be delegated to any other person.
2.2 The Plan shall be administered and operated on the same annual
accounting period as the Parent Corporation (herein referred to as the "plan
year"), which presently is either the fifty-two (52) or fifty-three (53) week
period ending on the last Friday of each March. The first plan year will be
deemed to have commenced March 30, 1991 and to have ended March 27, 1992. In the
event that the Parent Corporation changes its annual accounting period, the plan
year shall automatically change and the Committee may make such adjustments to
the operation of the Plan as appropriate to reflect any short plan years,
adjustments to the dates that Shares are awarded or that restrictions lapse
hereunder or any other adjustments that may be appropriate to reflect the change
in the plan year.
2.3 The Committee shall interpret the Plan, and to the extent and in the
manner contemplated herein, it shall exercise the discretion granted to it. The
Committee shall issue from time to time such rules and interpretations as in its
judgment are necessary in order to administer the Plan effectively. The
Committee shall have the exclusive right in its sole discretion to determine the
number of Shares awarded to each participant, to determine the price or prices
at which Shares shall be awarded to each participant, to determine the time or
times when Shares may be awarded and to prescribe the form, which shall be
consistent with this Plan, of the instruments evidencing any award and issuance
under this Plan and the legend, if any, to be affixed to the certificates
representing Shares issued under this Plan.
3. ELIGIBLE EMPLOYEES AND PARTICIPATION.
3.1 Any employee of the Corporation shall be eligible to participate in the
Plan if he has been awarded a Qualifying Bonus as defined in Section 3.3 below
for the plan year or any portion of the plan year.
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<PAGE> 3
3.2 No member of the Board of Directors of the Parent Corporation, unless
he is also an employee of the Corporation, and no member of the Committee, shall
be eligible to participate in the Plan.
3.3 The words "Qualifying Bonus" shall mean a bonus paid to an employee
under the Incentive Compensation Program or the Sales and Sales Management
Compensation Programs as adopted and operated by the Chairman and President of
the Parent Corporation and as such programs may be amended from time to time.
3.4 In the event an employee would otherwise participate in the Plan, such
an employee may elect not to participate in the Plan for a plan year in which
employee satisfies either of the following conditions if he delivers a written
election not to participate to the Committee within sixty (60) days after the
beginning of such plan year and provides written evidence acceptable to the
Committee that he satisfies such conditions:
(a) he has attained at least age fifty-seven (57) on the first day of
the relevant plan year; or
(b) he is not either a Senior Managing Director, Executive Managing
Director, President, Chief Executive Officer or Chairman of the Board and
owns at least the following number of Shares on the first day of the
relevant plan year:
(i) 10,000 Shares if he is awarded a Sales Bonus; or
(ii) 25,000 Shares if he is awarded an Incentive Bonus.
An election not to participate shall be:
(y) an ongoing election valid from year to year if an employee elects
not to participate under paragraph (a) above; and
(z) an election valid only for the year that the participant provides
satisfactory evidence of ownership of the number of Shares set forth in (b)
above.
An employee may revoke an ongoing election made pursuant to paragraph (y) for
any plan year as long as such revocation is received by the end of the sixty
(60) day period set forth above for a plan year.
3.5 All of the Shares beneficially owned by an employee or his spouse,
beneficially owned by or held for the benefit of his children or grandchildren
who are under the age of nineteen (19) or held for the benefit of the employee
under any qualified retirement plan maintained by the Parent Corporation or the
Corporation including, but not limited to, the McDonald & Company Securities,
Inc. Retirement Savings Trust and Plan, shall be included in determining whether
the employee satisfies the condition set forth in paragraph (b) of Section 3.4
above. Shares subject to an unexercised stock option granted to the employee
shall not be included in such determination. For purposes of this section, and
except as provided in the immediately preceding sentence, a person's "beneficial
ownership" of Shares shall be determined in accordance with the provisions of
Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934 and any
successor to such rule.
3.6 Subject to approval by the Board of Directors of the Parent
Corporation, the Committee shall have the specific right to amend the Plan to
include any class of employees that are excluded under Section 3.1 above upon
such terms and conditions as deemed appropriate by the Committee.
4. STOCK PORTION OF QUALIFYING BONUS.
4.1 The number of Shares that shall be awarded to a participant who is
entitled to receive a Qualifying Bonus shall be determined by dividing the Stock
Portion of a Participant's Qualifying Bonus by the Adjusted Purchase Price of
one Share. The Stock Portion of a Participant's
2
<PAGE> 4
Qualifying Bonus shall be determined under a formula according to the
Participant's Qualifying Bonus amount. Such formula may be reflected in a chart
which is adopted and approved by the Compensation Committee each year and is
attached hereto as Exhibit A to incorporate such chart as if fully set forth
herein. The Compensation Committee may adopt as many different formulas and
charts as it deems necessary for each class of employees who receive a
Qualifying Bonus.
4.2 The Stock Portion of a Participant's Qualifying Bonus shall be
determined separately for each Qualifying Bonus paid with respect to a plan
year. The amount of the current Qualifying Bonus for a plan year shall not be
aggregated with any Qualifying Bonuses previously paid with respect to such plan
year to determine the stock portion for the current Qualifying Bonus.
4.3 The Adjusted Purchase Price for one Share shall be determined by
calculating the average closing price of one Share for the five (5) trading day
period ending on the last day of the month immediately preceding the month that
includes the date in which payment of the Qualifying Bonus is actually made to
the participant, and multiplying such average price by either (a) ninety-five
percent (95%) if the employee receives Shares that are restricted pursuant to
Section 6.1 below or (b) eighty-five percent (85%) if the employee receives
Shares that are restricted pursuant to Section 6.2 below.
5. SHARES SUBJECT TO THE PLAN.
5.1 The Shares which may be awarded and issued to employees under this Plan
shall be made available, at the discretion of the Board of Directors, either
from authorized and unissued Shares of the Parent Corporation or from Shares
reacquired by the Parent Corporation, including Shares purchased in the open
market.
5.2 Shares issued to employees under this Plan shall be subject to the
terms, conditions and restrictions specified in Section 6 and to such other
terms, conditions and restrictions as the Committee in its discretion may
provide.
5.3 Subject to the provisions of the succeeding paragraphs of this Section
5, the number of Shares which may be issued under this Plan for a plan year
shall not exceed four percent (4%) of the issued and outstanding Shares as of
the first day of such plan year and the aggregate number of Shares which may be
issued under this Plan shall not exceed 2,000,000 Shares. In the event that
either limitation applies in a plan year, the number of Shares that shall be
awarded to an employee shall be that number of Shares equal to the aggregate
number of Shares as limited by this Section 5.3 multiplied by a fraction where
the numerator is equal to the number of Shares that would have been awarded to
such employee without taking into account the limitations in this Section 5.3
and the denominator is equal to the total number of Shares that would have been
awarded to all employees without taking into account the limitations in this
Section 5.3.
5.4 In the event that the outstanding Shares shall be changed by reason of
shares splits or combinations, recapitalization or reorganizations, or share
dividends, the number of Shares and the class or classes of securities which may
thereafter be issued under this Plan may be appropriately adjusted as determined
by the Committee so as to reflect such change.
5.5 No fractional Shares shall be awarded under the Plan. In the event that
the determination of the number of Shares that a participant is entitled to
under the Plan results in a fractional Share, such participant shall be entitled
to the number of whole Shares that results from rounding up such determination
to the next larger whole Share.
3
<PAGE> 5
6. TRANSFER RESTRICTIONS.
6.1 The Shares shall not be sold, transferred or otherwise disposed of and
shall not be pledged or otherwise hypothecated (and any such sale, transfer or
other disposition, pledge or other hypothecation being hereinafter referred to
as "to dispose of" or a "disposition") until the earliest of (a) the second
(2nd) anniversary of the June 1st immediately following the end of the plan year
for which such Shares were awarded; (b) the lapse of the right of the Parent
Company to a return of such Shares pursuant to Section 6.2 below; (c) a change
in control that occurs with respect to the Parent Company; or (d) the
termination of the Plan.
6.2 An employee, who is not an employee hired during the plan year for
which he is first entitled to an award of Shares hereunder, may elect to be
subject to the forfeiture restrictions under this Section 6.2. If such an
employee so elects, his Adjusted Purchase Price for one (1) Share shall be
determined as set forth in paragraph (b) of Section 4.3 above and his Shares
awarded for such plan year shall be subject to complete forfeiture and return to
the Parent Company of such Shares during the period ending on the third (3rd)
anniversary of the June 1st immediately following the end of the plan year for
which such Shares were awarded. Any election made by an eligible employee under
this Section 6.2 must be received by the Committee not later than:
(a) April 14, 1995 with respect to the plan year commencing April 1,
1995; and
(b) the last day before the first day of any plan year commencing
after the 1995 plan year.
Any election made by an employee under this Section 6.2 shall be an ongoing,
valid election for each plan year after the first plan year that the election
applies to unless the employee revokes such election by the dates set forth
above.
6.3 In the event that a participant's employment with the Corporation shall
terminate by reason of death or total disability prior to the earliest of (a)
the second (2nd) anniversary of the June 1st immediately following the end of
the plan year for which such Shares were awarded; (b) the lapse of the right of
the Parent Company to a return of such Shares pursuant to Section 6.2 below; (c)
a change in control that occurs with respect to the Parent Company; or (d) the
termination of the Plan, then the restrictions imposed on such Shares by this
Section 6 shall lapse and be of no further force and effect.
6.4 The Committee, in its sole discretion, shall decide whether a change in
control has occurred. If the Committee shall decide that a change in control has
occurred it shall issue written notice to participants of such fact and shall
issue all Shares which have become unrestricted to participants as soon as
possible after such notice. In determining whether a change in control has
occurred, the Committee shall consider, but shall not be limited to, the
occurrence of the following events: (i) the first purchase of Shares pursuant to
a tender offer or exchange (other than a tender offer or exchange by the Parent
Corporation) for all or part of the Parent Corporation's common stock of any
class or any securities convertible into such common stock; (ii) the receipt by
the Parent Corporation of a Schedule 13D or other advice indicating that a
person is the "beneficial owner" (as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934) of twenty percent (20%) or more of the
Parent Corporation's Shares of common stock calculated as provided in paragraph
(d) of said Rule 13d-3; (iii) the date of approval by shareholders of the Parent
Corporation of an agreement providing for any consolidation or merger of the
Parent Corporation or the Corporation in which the Parent Corporation or the
Corporation will not be the continuing or surviving corporation or pursuant to
which shares of capital stock, of any class or any securities convertible into
such capital stock, of the Parent Corporation would be converted into cash,
securities, or other property, other than a merger of the Parent Corporation in
which the holders of shares of all classes of the Parent Corporation's common
stock immediately prior to the merger would have
4
<PAGE> 6
the same proportion of ownership of common stock of the surviving corporation
immediately after the merger; (iv) the date of the approval by shareholders of
the Parent Corporation of any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all or substantially all the
assets of the Parent Corporation or the Corporation; or (v) the adoption of any
plan or proposal for the liquidation (but not a partial liquidation) or
dissolution of the Parent Corporation or the Corporation.
6.5 The Committee may require any employee to execute and deliver to the
Parent Corporation a stock power in blank with respect to the Shares issued
subject to the restrictions in Section 6.2 above and may require that the Parent
Corporation retain possession of the certificates for Shares with respect to
which all of the restrictions have not lapsed. Notwithstanding retention of
certificates by the Parent Corporation, the employee in whose name certificates
are issued shall have all rights (including dividend and voting rights) with
respect to the Shares represented by such certificates, subject to the terms,
conditions and restrictions specified under this Plan, and the Shares
represented by such certificates shall be considered as issued and outstanding
for all purposes.
7. OTHER RESTRICTIONS.
7.1 The Committee may impose such other restrictions on any Shares awarded
pursuant to the Plan as it may deem advisable, including, without limitation,
restrictions under the Securities Act of 1933 as amended, under the requirements
of any stock exchange upon, which such Shares are then listed and under any
state blue sky or securities laws applicable to such Shares.
8. ESCROW OR LEGEND.
8.1 In order to enforce the restrictions imposed upon Shares issued
hereunder, the Committee also may require any participant to enter into an
Escrow Agreement providing that the certificates representing Shares issued
pursuant to this Plan shall remain in the physical custody of any escrow holder
until any or all of the restrictions imposed pursuant to this Plan have
terminated. In addition, the Committee may cause a legend or legends to be
placed on any certificates representing Shares issued pursuant to this Plan,
which legend or legends shall make appropriate reference to the various
restrictions imposed hereunder.
9. AMENDMENTS.
9.1 This Plan may be amended at any time by the Board of Directors of the
Parent Corporation, provided, that if this Plan shall have been approved by the
stockholders of the Parent Corporation no such amendment shall increase the
maximum number of Shares that may be issued pursuant to this Plan, except
pursuant to Section 5 hereof, without the further approval of such stockholders;
and provided further, that no amendment to this Plan shall modify or impair the
rights of participants who have been awarded Shares, or who have been granted
the right to an award of Shares hereunder prior to any such amendment.
10. DURATION.
10.1 This Plan became effective upon its adoption by the Board of Directors
for the Plan Year ended March 27, 1992 and shall terminate on June 30, 2001 or
such earlier date as may be determined by the Board of Directors; provided,
however, that the Plan, as amended and restated, shall terminate and all awards
of Shares under the Plan, as amended and restated, shall be revoked if, within
12 months of the date of its adoption by the Board of Directors, the Plan, as
amended and restated, does not receive the approval of a majority of the
outstanding Shares present in person or by proxy and entitled to vote at a
meeting of stockholders of the Parent Corporation. In the event the Plan, as
amended and restated, does not receive such majority shareholder approval, the
Plan, as previously constituted and approved, shall be
5
<PAGE> 7
reinstated in its entirety. Notwithstanding anything herein to the contrary, the
Committee's right to award any new Shares shall terminate immediately after the
last award of Shares with respect to the plan year ending in 1998.
11. BENEFICIARY DESIGNATION.
11.1 Unless an employee has designated a beneficiary in accordance with the
provisions of the following sentence, any Shares that become unrestricted and
payable on account of the death of an employee shall be paid to the person or
persons in the first of the following classes in which there are any survivors
of such employee:
(a) his or her spouse at the time of death;
(b) his or her issue per stirpes;
(c) his or her parents; and
(d) the executor or administrator of his or her estate.
Instead of having any Shares that become payable on account of an employee's
death paid to a beneficiary as determined above, an employee may sign a document
designating a beneficiary or beneficiaries to receive such Shares and filing
such designation with the Corporation.
12. CONTINUING EFFECT OF 1993 STOCK BONUS PLAN.
12.1 Notwithstanding anything in this Plan to the contrary, all of the
terms and conditions contained in the Plan prior to its amendment and
restatement herein shall continue in effect and shall apply to Shares awarded
under the Plan in accordance with such terms and conditions prior to the
effective date of this amendment and restatement. The terms and conditions of
the Plan, as amended and restated, shall have no force or effect on such
previously awarded Shares.
6
<PAGE> 8
EXHIBIT A
EMPLOYEES ELIGIBLE UNDER INCENTIVE COMPENSATION
AND SALES MANAGEMENT COMPENSATION PROGRAM
Effective for Bonuses Payable for Fiscal Year
Beginning April 1, 1995
<TABLE>
<CAPTION>
INCENTIVE BONUS AMOUNT STOCK PORTION OF BONUS
-------------------------- ---------------------------------------------
<S> <C> <C> <C>
<CAPTION>
BUT NOT
OVER OVER
----------- -----------
<S> <C> <C> <C>
$0 $25,000 $0
$25,000 $50,000 $0 plus 10% of amount over $25,000
$50,000 $100,000 $2,500 plus 15% of amount over $50,000
$100,000 $10,000 plus 20% of amount over $100,000
</TABLE>
EMPLOYEES ELIGIBLE UNDER SALES COMPENSATION PROGRAMS
Effective for Bonuses and Commissions Earned
After January 1, 1995
Retail Salespersons
<TABLE>
<CAPTION>
SALES BONUS AMOUNT STOCK PORTION OF BONUS
-------------------------- ---------------------------------------------
<S> <C> <C> <C>
<CAPTION>
BUT NOT
OVER OVER
----------- -----------
<S> <C> <C> <C>
$0 $10,000 $0
$10,000 $0 plus 50% of amount over $10,000
</TABLE>
Fixed Income Institutional Salespersons
<TABLE>
<CAPTION>
STOCK PORTION OF
SALESPERSON'S COMMISSION
EXPRESSED AS PERCENTAGE
OF TOTAL INSTITUTIONAL
TOTAL INSTITUTIONAL GROSS GROSS COMMISSIONS ON
COMMISSIONS ON SALES SALES
------------------------- -------------------------
<S> <C> <C>
$0-300,000 0%
$300,001-500,000 .5%
$500,001-750,000 1.0%
$750,001-1,000,000 1.5%
$1,000,001-1,250,000 2.0%
$1,250,001-1,500,000 2.25%
$1,500,001-up 2.625%
</TABLE>
Equity Institutional Salespersons
<TABLE>
<CAPTION>
STOCK PORTION OF
SALESPERSON'S COMMISSION
EXPRESSED AS PERCENTAGE
OF TOTAL INSTITUTIONAL
TOTAL INSTITUTIONAL GROSS GROSS COMMISSIONS ON
COMMISSIONS ON SALES SALES
------------------------- -------------------------
<S> <C> <C>
$0-400,000 0%
$400,001-600,000 .75%
$600,001-800,000 1.00%
$800,001-1,000,000 1.25%
$1,000,001-up 1.5%
</TABLE>
7
<PAGE> 9
Equity Institutional Sales Traders
<TABLE>
<CAPTION>
STOCK PORTION OF SALES
TRADER'S COMMISSION
EXPRESSED AS PERCENTAGE
OF TOTAL INSTITUTIONAL
TOTAL INSTITUTIONAL GROSS GROSS COMMISSIONS ON
COMMISSIONS ON SALES SALES
------------------------- -------------------------
<S> <C> <C>
Above $0 .25%
</TABLE>
8
