As filed with the Securities and Exchange Commission on April 29, 1994.
Registration No.____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________
LADD FURNITURE, INC.
(Exact name of issuer as specified in its charter)
North Carolina 56-1311320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Plaza Center, Box HP-3
High Point, North Carolina 27261-1500
(Address of principal executive offices) (Zip Code)
LADD FURNITURE, INC.
1994 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
William S. Creekmuir
Senior Vice President, Secretary, Treasurer
and Chief Financial Officer
LADD Furniture, Inc.
One Plaza Center, Box HP-3
High Point, North Carolina 27261-1500
(910) 889-0333
(Name, address and telephone number of agent for service)
Copies to
Robert E. Esleeck, Esq.
Petree Stockton, L.L.P.
1001 West Fourth Street
Winston-Salem, North Carolina 27101
Approximate date of proposed commencement of sales pursuant to the plan:
Promptly after the effectiveness of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share Price
<S> <C> <C> <C> <C>
Common Stock 1,200,000 $9.00 $10,800,000 $3,724.14
$0.01 par value
<PAGE>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information and Employee Plan Annual
Information *
* The documents containing the information required by
Part I of Form S-8 will not be filed with the
Commission as part of this Registration Statement.
2
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by LADD Furniture, Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated in this Registration Statement by reference: (i)
the Annual Report of the Company filed on Form 10-K pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for
the year ended January 1, 1994, containing audited consolidated
financial statements for the fiscal year of the Company then
ended; and (ii) the description of the common stock of the
Company contained in the Registration Statement of the Company
filed on Form 8-A pursuant to Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports which
have been filed for the purpose of updating such description. In
addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 this
Registration Statement and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
3
<PAGE>
Item 6. Indemnification of Directors and Officers
Article VII of the Company's bylaws provides for the
indemnification of officers and directors to the fullest extent
permitted under North Carolina corporate law, as follows:
ARTICLE VII
INDEMNIFICATION AND REIMBURSEMENT
OF DIRECTORS AND OFFICERS
1. Indemnification for Expenses and
Liabilities.
(a) Any person who at any time serves or has
served: (1) as a director, officer, employee or agent
of the Corporation, (2) at the request of the
Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or
other enterprise, or (3) at the request of the
Corporation as a trustee or administrator under an
employee benefit plan, shall have a right to be
indemnified by the Corporation to the fullest extent
from time to time permitted by law against Liability
and Expenses in any Proceeding (including without
limitation a Proceeding brought by or on behalf of the
Corporation itself) arising out of his status as such
or activities in any of the foregoing capacities or
results from him being called as a witness at a time
when he was not a named defendant or respondent to any
Proceeding.
(b) The Board of Directors of the
Corporation shall take all such action as may be
necessary and appropriate to authorize the Corporation
to pay the indemnification required by this provision,
including, without limitation, to the extent needed,
making a good faith evaluation of the manner in which
the claimant for indemnity acted and of the reasonable
amount of indemnity due him.
(c) Any person who at any time serves or has
served in any of the aforesaid capacities for or on
behalf of the Corporation shall be deemed to be doing
or to have done so in reliance upon, and as
consideration for, the rights provided for herein. Any
repeal or modification of these indemnification
provisions shall not affect any rights or obligations
existing at the time of such repeal or modification.
The rights provided for herein shall inure to the
benefit of the legal representatives of any such person
and shall not be exclusive of any other rights to which
such person may be entitled apart from this provision.
(d) The rights granted herein shall not be
limited by the provisions contained in Sections 55-8-51
through 55-8-56 of the North Carolina Business
Corporation Act or any successor to such statutes.
4
<PAGE>
2. Advance Payment of Expenses. The Corporation
shall (upon receipt of an undertaking by or on behalf
of the Director, officer, employee or agent involved to
repay the Expenses described herein unless it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation against such Expenses)
pay Expenses incurred by such Director, officer,
employee or agent in defending a Proceeding or
appearing as a witness at a time when he has not been
named as a defendant or a respondent with respect
thereto in advance of the final disposition of such
Proceeding.
3. Insurance. The Corporation shall have the
power to purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another
domestic or foreign corporation, partnership, joint
venture, trust, or other enterprise or as a trustee or
administrator under an employee benefit plan against
any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the
power to indemnify him or her against such liability.
4. Definitions. The following terms as used in
this Article shall have the following meanings.
"Proceeding" means any threatened, pending or completed
action, suit, or proceeding and any appeal therein (and
any inquiry or investigation that could lead to such
action, suit, or proceeding), whether civil, criminal,
administrative, investigative or arbitrative and
whether formal or informal. "Expenses" means expenses
of every kind, including counsel fees. "Liability"
means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), reasonable
expenses incurred with respect to a Proceeding and all
reasonable expenses incurred in enforcing the
indemnification rights provided herein. "Director,"
"officer," "employee," and "agent" include the estate
or personal representative of a Director, officer,
employee, or agent. "Corporation" shall include any
domestic or foreign predecessor of this Corporation in
a merger or other transaction in which the
predecessor's existence ceased upon consummation of the
transaction.
Item 7. Exemption from Registration Claimed
Not Applicable.
5
<PAGE>
Item 8. Exhibits
The following exhibits, listed in accordance with the number
assigned to each in the exhibit table of Item 601 of Regulation
S-K, are included in Part II of this Registration Statement.
Exhibit numbers omitted are not applicable.
Exhibit No. Exhibits
5 Form of legal opinion of Petree Stockton, L.L.P.
with respect to the legality of the securities
being registered hereunder.
24.a Consent of KPMG Peat Marwick.
24.b Consent of Petree Stockton, L.L.P. (Contained in
their opinion filed as Exhibit 5 hereto.)
25 Power of Attorney.
99 Additional Exhibits.
99.a LADD Furniture, Inc. 1994 Incentive Stock Option
Plan.
99.b Forms of Option Grant and Agreement.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
(i) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
6
PAGE
<PAGE>
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be in
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
7
<PAGE>
<PAGE>
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 High Point, State of North Carolina, on April 29,
1994.
LADD FURNITURE, INC.
By
William S. Creekmuir, Senior Vice President,
Secretary, Treasurer and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
Richard R. Allen Chairman of the April 29, 1994
Board,
Chief Executive
Officer
and President
William B. Cash Director April 29, 1994
James H. Corrigan, Jr. Director April 29, 1994
O. William Fenn, Jr. Director April 29, 1994
Gerald R. Grubbs Vice Chairman April 29, 1994
and Director
Don A. Hunziker Director April 29, 1994
Dr. Thomas F. Keller Director April 29, 1994
Fred L. Schuermann, Jr. Executive Vice April 29, 1994
President and Director
<PAGE>
William S. Creekmuir Senior Vice April 29, 1994
President, Secretary,
Treasurer and Chief
Financial Officer
Daryl B. Adams Vice President, April 29, 1994
Corporate
Controller and
Chief Accounting
Officer
<PAGE>
Exhibit 5
April 29, 1994
Board of Directors
LADD Furniture, Inc.
One Plaza Center, Box HP-3
High Point, North Carolina 27261
Re: LADD Furniture, Inc. -
Registration Statement on Form S-8/
1994 Incentive Stock Option Plan
Gentlemen:
We have been requested to advise regarding the legality
of shares being offered under the LADD Furniture, Inc. 1994
Incentive Stock Option Plan (the "Plan").
We are general counsel for LADD Furniture, Inc.
("LADD") and as such are familiar with its business and affairs.
As to matters of fact, we have examined and relied upon originals
or copies certified to our satisfaction of such corporate
records, certificates of corporate officers and certificates of
public officials and have conducted such investigation as in our
judgment is necessary or appropriate to enable us to render the
opinion expressed below.
Based on the foregoing, we are of the opinion that:
(1) One Million Two Hundred Thousand (1,200,000)
shares of common stock have been reserved for issuance
pursuant to the Plan. All such reserved shares have been
duly authorized and will be validly issued, fully paid and
nonassessable when delivered against proper payment
therefore in accordance with the terms of the Plan.
We consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-8.
Very truly yours,
PETREE STOCKTON, L.L.P.
<PAGE>
Exhibit 24.a
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
LADD Furniture, Inc.
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of LADD Furniture, Inc. (the "Company") (which relates to the
LADD Furniture, Inc. 1994 Incentive Stock Option Plan) of our reports dated
February 11, 1994, relating to the consolidated balance sheets of LADD
Furniture, Inc. and subsidiaries as of January 1, 1994 and January 2, 1993
and the related consolidated statements of operations, shareholders' equity,
and cash flows and related schedules for each of the years in the three-year
period ended January 1, 1994, which reports appear or are incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
January 1, 1994.
KPMG Peat Marwick
Greensboro, North Carolina
April 28, 1994<PAGE>
<PAGE>
Exhibit 25
POWER OF ATTORNEY
Each officer or director whose signature appears below
hereby appoints William S. Creekmuir his true and lawful
attorney-in-fact to sign on his behalf, as an individual and in
the capacity stated below, any amendment or post-effective
amendment to this Registration Statement which said attorney-in-
fact may deem appropriate or necessary.
Signature Title Date
Richard R. Allen Chairman of the April 29, 1994
Board,
Chief Executive
Officer
and President
William B. Cash Director April 29, 1994
James H. Corrigan, Jr. Director April 29, 1994
O. William Fenn, Jr. Director April 29, 1994
Gerald R. Grubbs Vice Chairman April 29, 1994
and Director
Don A. Hunziker Director April 29, 1994
Dr. Thomas F. Keller Director April 29, 1994
Fred L. Schuermann, Jr. Executive Vice April 29, 1994
President and Director
William S. Creekmuir Senior Vice April 29, 1994
President,
Secretary,
Treasurer and Chief
Financial Officer
<PAGE>
Daryl B. Adams Vice President, April 29, 1994
Corporate
Controller and
Chief Accounting
Officer
Exhibit 99.a
LADD FURNITURE, INC.
1994 INCENTIVE STOCK OPTION PLAN
Effective February 24, 1994
<PAGE>
<PAGE>
LADD FURNITURE, INC.
1994 INCENTIVE STOCK OPTION PLAN
TABLE OF CONTENTS
Section 1. Purpose . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Administration . . . . . . . . . . . . . . . . . . . . 1
Section 3. Stock Available for Options . . . . . . . . . . . . . 2
Section 4. Eligibility . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Option Price . . . . . . . . . . . . . . . . . . . . . 3
Section 6. Director Options . . . . . . . . . . . . . . . . . . . 4
Section 7. Expiration of Options . . . . . . . . . . . . . . . . 4
Section 8. Terms and Conditions of Options . . . . . . . . . . . 4
Section 9. Exercise of Options . . . . . . . . . . . . . . . . . 5
Section 10. Termination of Employment - Except by Death or
Retirement . . . . . . . . . . . . . . . . . . . . . . . 6
Section 11. Termination of Employment - Retirement . . . . . . . 6
Section 12. Termination of Employment - Death . . . . . . . . . . 6
Section 13. Restrictions on Transfer . . . . . . . . . . . . . . 7
Section 14. Capital Adjustments Affecting Common Stock . . . . . 7
Section 15. Application of Funds . . . . . . . . . . . . . . . . 8
Section 16. No Obligation to Exercise Option . . . . . . . . . . 8
Section 17. Term of Plan . . . . . . . . . . . . . . . . . . . . 8
Section 18. Effective Date of Plan . . . . . . . . . . . . . . . 8
Section 19. Time of Granting of Options . . . . . . . . . . . . . 8
<PAGE>
Section 20. Termination and Amendment . . . . . . . . . . . . . . 8
Section 21. Other Provisions . . . . . . . . . . . . . . . . . . 9
<PAGE>
<PAGE>
LADD FURNITURE, INC.
1994 INCENTIVE STOCK OPTION PLAN
THIS IS THE 1994 INCENTIVE STOCK OPTION PLAN ("Plan") of
LADD Furniture, Inc. ("LADD"), a North Carolina corporation, with
its principal office in High Point, Guilford County, North
Carolina, effective on February 24, 1994, under which options may
be granted from time to time to eligible employees and directors
of LADD and LADD's divisions and subsidiaries to purchase shares
of common stock of LADD, subject to the provisions set forth as
follows:
Section 1. Purpose
The purpose of this Plan is to aid LADD in attracting
capable executives and directors and to provide a long range
inducement for key employees and directors to remain in the
management of LADD, to perform at increasing levels of
effectiveness and to acquire a permanent stake in LADD with the
interest and outlook of an owner. These objectives will be
promoted through the granting to key employees and directors of
options to acquire shares of common stock of LADD pursuant to the
terms of this Plan.
Section 2. Administration
The Plan shall be administered by a committee to be ap-
pointed from time to time by the Board of Directors of LADD and
shall serve at the pleasure of the directors (the "Committee").
Any or all of the members of the Committee may be members of the
Board of Directors. The Committee shall consist of not less than
three (3) persons, all of whom shall be "disinterested persons"
within the meaning of Rule 16b-3 of the Securities Exchange Act
of 1934, as amended from time to time. The Committee, from time
to time, may adopt rules and regulations for carrying out the
Plan.
Subject to the provisions of the Plan, the determinations or
the interpretation and construction of any provision of the Plan
by the Committee shall be final and conclusive upon all persons
affected thereby. By way of illustration and not of limitation,
the Committee shall have the discretion (a) to construe and
interpret the Plan and all options granted hereunder and to
determine the terms and provisions (and amendments thereof) of
the options granted under the Plan (which need not be identical);
(b) to define the terms used in the Plan and in the options
granted hereunder; (c) to prescribe, amend and rescind rules and
regulations relating to the Plan; (d) to determine the
individuals to whom and the time or times at which such options
shall be granted, the number of shares to be subject to each
option, the option price, the manner of exercise of the options,
and the determination of leaves of absence which may be granted
to participants without constituting a termination of their
employment for the purposes of the Plan; (e) to correct any
defect or supply any omission or reconcile any inconsistency in
the Plan or in any option granted under the Plan; and (f) to make
all other determinations necessary or advisable for the
administration of the Plan.
<PAGE>
It shall be in the discretion of the Committee to grant
options which qualify as "incentive stock options" (as that term
is defined in Section 422 of the Internal Revenue Code of 1986,
as amended) or which will be given tax treatment as "nonqualified
stock options" (herein referred to collectively as "options";
however, whenever reference is specifically made only to
"incentive stock options" or "nonqualified stock options," such
reference shall be deemed to be made to the exclusion of the
other). Nonqualified stock options granted to nonemployee
directors pursuant to the terms of the Plan shall be referred to
as "Director Options."
Any action of the Committee with respect to the Plan shall
be taken by a majority vote at a meeting of the Committee or by
written consent of all of the members of the Committee without a
meeting.
Section 3. Stock Available for Options
The stock to be subject to options under the Plan shall be
authorized but unissued shares of common stock of LADD or, in the
discretion of the Committee, issued shares which have been reac-
quired by LADD. The total amount of stock for which options may
be granted under the Plan shall not exceed One Million Two
Hundred Thousand (1,200,000) shares. Such number of shares is
subject to any capital adjustments as provided in Section 14. In
the event that an option granted under the Plan expires or is
terminated unexercised as to any shares covered thereby, such
shares thereafter shall be available for the granting of options
under the Plan; however, if the expiration or termination date of
an option is beyond the term of existence of the Plan as
described in Section 17, then any shares covered by unexercised
or terminated options shall not reactivate the existence of this
Plan and therefore may not be available for additional grants
under the Plan.
Section 4. Eligibility
Options shall be granted only to individuals who meet the
following eligibility requirements:
(a) Such individual must be an employee of LADD or a
division or subsidiary of LADD or a director of LADD. An indi-
vidual shall be considered to be an "employee" only if there
exists between LADD or a division or subsidiary of LADD and the
individual the legal and bona fide relationship of employer and
employee. In determining whether such relationship exists, the
regulations of the United States Treasury Department relating to
the determination of such relationship for the purpose of collec-
tion of income tax at the source on wages shall be applied.
(b) Such employees must be "key employees" of LADD or a
division or subsidiary of LADD. For this purpose, "key employ-
ees" shall be considered to be those employees who, in the
judgment of the Committee, are in a position materially to affect
the operations
2
<PAGE>
<PAGE>
and profitability of LADD or a division or
subsidiary of LADD by reason of the nature and extent of their
duties and responsibilities.
(c) A director of LADD who is not also an employee of LADD
is eligible for an automatic grant of options pursuant to
Section 6 hereof. A director of LADD who is not also an employee
of LADD will not be eligible to receive incentive stock options
and will only be eligible to receive Director Options.
(d) Such individual, being otherwise eligible under this
Section 4, shall have been selected by the Committee as a person
to whom an option shall be granted under the Plan.
(e) In determining the individuals to whom options shall be
granted and the number of shares to be covered by each option,
the Committee shall take into account the nature of the services
rendered by the respective individuals, their present and
potential contributions to the success of LADD and such other
factors as the Committee shall deem relevant. An employee who
has been granted an option under the Plan may be granted an
additional option or options under the Plan if the Committee
shall so determine.
Section 5. Option Price
(a) (i) Except in the case where incentive stock options
are granted to an individual who owns stock possessing more than
10 percent (10%) of the total combined voting power of all
classes of stock of LADD or its subsidiary corporations ("ten
percent shareholder"), the option price of each incentive stock
option granted under the Plan shall be not less than one hundred
percent (100%) of the market value of the stock on the date of
grant of the incentive stock option. In the case of incentive
stock options granted to a ten percent shareholder, the option
price of each incentive stock option granted under the Plan shall
not be less than one hundred ten percent (110%) of the market
value of the stock on the date of grant of the incentive stock
option. "Market value" shall be determined by taking the closing
price of the stock on the over-the-counter market on that date.
The option price is subject to any capital adjustment as provided
in Section 14.
(ii) The option price for nonqualified stock options
granted to employees shall be established by the Committee in its
discretion and may be less than market value of the stock on date
of grant.
(iii) The option price for Director Options shall
be not less than the market value of the stock on date of grant.
Market value shall be determined as set forth in Section 5(a)(i)
above.
(b) The option price shall be payable to LADD either (i) in
cash or by check, bank draft or money order payable to the order
of LADD, or (ii) at the discretion of the Committee, through the
delivery of shares of the common stock of LADD owned by the
optionee with a value equal to the option price, or (iii) at the
discretion of the Committee
3
<PAGE>
<PAGE>
by a combination of (i) and (ii)
above. An option agreement may, in the discretion of the
Committee, provide for a "cashless exercise" of an incentive
stock option or a nonqualified stock option by establishing
procedures whereby the optionee, by a properly executed written
notice, directs (1) an immediate market sale or margin loan
respecting all or a part of the shares of common stock to which
he is entitled upon exercise pursuant to an extension of credit
by LADD to the optionee of the option price, (2) delivery of the
shares of common stock from LADD directly to a brokerage firm and
(3) the delivery of the option price from sale or margin loan
proceeds from the brokerage firm directly to LADD. Except as
provided in the preceding sentence, no shares shall be delivered
until full payment has been made. The Committee may not approve
a reduction of such purchase price in any such option, or the
cancellation of any such option and the regranting thereof to the
same optionee at a lower purchase price, at a time when the
market value of the shares is lower than it was when such option
was granted.
Section 6. Director Options
All eligible nonemployee directors of LADD will
automatically receive without any action required on the part of
the Committee the following grants of options ("Director
Options"): 1) upon initial election to office, nonqualified
stock options to purchase two thousand (2,000) shares of LADD
common stock and 2) upon subsequent elections to office each
year, first beginning with the election of directors at the 1994
Annual Meeting of Shareholders, nonqualified stock options to
purchase fifteen hundred (1,500) shares of LADD common stock.
All characteristics of the Director Options, including option
price, shall be established as provided in the Plan. The
Committee shall exercise no discretion with respect to the
granting of Director Options.
<PAGE>
Section 7. Expiration of Options
The Committee shall determine the expiration date or dates
of each option, but such expiration date shall be not later than
ten (10) years after the date such option is granted; provided,
however, that in the case where incentive stock options are
granted to a ten percent shareholder, as defined in Section
5(a)(i) hereof, such expiration date shall be not later than five
(5) years after the date such option is granted. The Committee,
in its discretion, may extend the expiration date or dates of an
option after such date was originally set; however, such
expiration date may not exceed the maximum expiration date
described above. Notwithstanding the foregoing, all Director
Options shall be for a term of six (6) years, and such term may
not be extended or modified by the Committee.
4
<PAGE>
Section 8. Terms and Conditions of Options
(a) All options must be granted within ten (10) years of
the Effective Date of this Plan as provided in Section 18.
(b) The grant of options shall be evidenced by a written
instrument containing terms and conditions established by the
Committee consistent with the provisions of this Plan.
(c) Not less than one hundred (100) shares may be purchased
at any one time unless the number purchased is the total number
at that time purchasable under the Plan.
(d) The Committee may grant an option or options and
stipulate that a portion of such option expires or becomes exer-
cisable at a stated interval or that portions of such option
expire or become exercisable at several stated intervals.
Director Options shall be exercisable in installments of twenty
percent (20%) per year, cumulative, beginning one year after the
date of grant.
(e) An optionee shall have no rights as a stockholder with
respect to any shares covered by his option until payment in full
by him for the shares being purchased. 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 stock is
fully paid for, except as provided in Section 14 hereof.
(f) Notwithstanding any other provision of the Plan, the
aggregate fair market value (determined at the time the option is
granted) of the stock with respect to which incentive stock
options are exercisable for the first time by an optionee during
any calendar year (including incentive stock options granted
under all option plans of LADD or any of its subsidiary
corporations) shall not exceed $100,000.
(g) Notwithstanding any other provision of the Plan, the
total number of shares of common stock of LADD with respect to
which incentive stock options, nonqualifying options and Director
Options are granted to an optionee during any calendar year shall
not exceed ten percent (10%) of the total number of shares
reserved for grant under the Plan as provided in Section 3.
Section 9. Exercise of Options
(a) An optionee must have been continuously employed by
LADD or a division or subsidiary of LADD or be a director of LADD
for 12 months before the right to exercise any part of the option
granted to such optionee shall accrue. Each option granted under
the Plan shall be exercisable in such annual installments as may
be determined by the Committee at the time of the grant, or with
respect to Director Options as provided in the Plan. The right
to exercise options in annual installments may be cumulative.
Except as
5
<PAGE>
<PAGE>
provided in Sections 11 and 12, no option may be
exercised at any time unless the holder thereof is then an
employee of LADD or a division or subsidiary of LADD or a
director of LADD. The exercise of any stock option must be
evidenced by written notice to LADD that the optionee intends to
exercise his option. In no event shall an option granted
pursuant to the terms of the Plan as amended be exercised until
the Plan, as amended, has been approved by the shareholders of
LADD.
(b) No option may be exercised and no shares may be
acquired under the Plan prior to the timely filing by both the
optionee and LADD of all appropriate documents that may be
required by applicable federal and state securities laws and
state corporate laws.
Section 10. Termination of Employment - Except by Death or
Retirement
If any optionee ceases to be employed by LADD or a division
or subsidiary of LADD or ceases to be a director of LADD for any
reason other than his death (Section 12), disability retirement
(Section 11), or normal retirement (Section 11), his option shall
immediately terminate. Whether a leave of absence shall
constitute a termination of employment or termination of the
directorship shall be determined by the Committee, whose decision
shall be final and conclusive.
Section 11. Termination of Employment - Retirement
If any optionee ceases to be employed by LADD or a division
or subsidiary of LADD or ceases to be a director of LADD due to
his retirement upon attaining normal retirement age (age 65) or
he ceases to be employed prior to age 65 due to early retirement
and such early retirement is acceptable to the Committee for the
purposes of this Section 11, he may, at any time within three (3)
months after his date of retirement, but not later than the date
of expiration of the option, exercise the option to the extent he
was entitled to do so on his date of retirement. If any optionee
ceases to be employed by LADD or a division or subsidiary of LADD
or ceases to be a director of LADD due to his becoming disabled
for purposes of LADD's Disability Plan, he may, at any time
within twelve (12) months after his date of disability
retirement, but not later than the date of expiration of the
option, exercise the option to the same extent he was entitled to
do so on his date of disability retirement. Any options or
portions of options of retired optionees not so exercised shall
terminate.
Section 12. Termination of Employment - Death
If an optionee dies while in the employment of LADD or a
division or subsidiary of LADD or while serving as a director of
LADD, the person or persons to whom the option is transferred by
will or by the laws of descent and distribution may exercise the
same option to the same extent and upon the same terms and
conditions the optionee would have been entitled to do so had he
lived until the term of the option had expired. Any options or
portions of options of deceased optionees not so exercised
shall terminate.
6
<PAGE>
<PAGE>
Section 13. Restrictions on Transfer
An option granted under this Plan may not be transferred
except by will or the laws of descent and distribution and,
during the lifetime of the optionee to whom it was granted, may
be exercised only by such optionee.
Section 14. Capital Adjustments Affecting Common Stock
(a) If the outstanding shares of the common stock of LADD
are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of LADD or
shares of a different par value or without par value through
recapitalization, reclassification, stock dividend, stock split,
amendment to LADD's Articles of Incorporation or reverse stock
split, an appropriate adjustment shall be made in the number
and/or kind of securities allocated to the options previously and
subsequently granted under the Plan, without change in the
aggregate purchase price applicable to the unexercised portion of
the outstanding options but with a corresponding adjustment in
the price for each share or other unit of any security covered by
the options.
(b) Upon the effective date of the dissolution or
liquidation of LADD, or of a reorganization, merger or
consolidation of LADD with one or more corporations in which LADD
is not the surviving corporation, or of a transfer of sub-
stantially all the property or more than eighty percent (80%) of
the then outstanding shares of LADD to another corporation, the
Plan and any option previously granted hereunder shall terminate
unless provision is made in writing in connection with such
transaction for the continuance of the Plan and for the
assumption of options previously granted, or the substitution for
such options of new options covering the shares of a successor
employer corporation, or of a parent or subsidiary thereof, with
appropriate adjustments as to number and kind of shares and
prices in which event the Plan and the options previously granted
or the new options substituted therefor, shall continue in the
manner and under the terms so provided. Nevertheless, in the
event of such dissolution, liquidation, reorganization, merger,
consolidation, transfer of assets or transfer of shares, and if
provision is not made in such transaction for the continuance of
the Plan and for the assumption of options previously granted or
for the substitution of such options or new options covering the
shares of a successor employer corporation or a parent or
subsidiary thereof, then such optionee under the Plan shall be
entitled, prior to the effective date of any such transaction, to
purchase the full number of shares under his option which he
would otherwise have been entitled to purchase during the remain-
ing term of such option.
(c) To the extent that the foregoing adjustments relate to
particular stock or securities of LADD subject to option under
this Plan, such adjustments shall be made by the Committee, whose
determination in that respect shall be final and conclusive.
(d) The grant of an option pursuant to this Plan shall not
affect in any way the right or power of LADD to make adjustments,
reclassifications, reorganizations or changes
7
<PAGE>
<PAGE>
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.
(e) No fractional shares of stock shall be issued under the
Plan for any such adjustment.
Section 15. Application of Funds
The proceeds received by LADD from the sale of common stock
pursuant to options will be used for general corporate purposes.
Section 16. No Obligation to Exercise Option
The granting of an option shall impose no obligation upon
the optionee to exercise such option.
Section 17. Term of Plan
Options may be granted pursuant to this Plan from time to
time within a period of ten (10) years from February 24, 1994.
Section 18. Effective Date of Plan
This Plan is effective February 24, 1994, following approval
thereof by the Board of Directors and shareholders.
Section 19. Time of Granting of Options
Nothing contained in the Plan or in any resolution adopted
or to be adopted by the Committee or the shareholders of LADD and
no action taken by the Committee shall constitute the granting of
any option hereunder. The granting of an option pursuant to the
Plan shall take place only when a written option agreement shall
have been duly executed and delivered by and on behalf of LADD.
Section 20. Termination and Amendment
The Committee may at any time alter, suspend, terminate or
discontinue the Plan, but may not, without the consent of the
holder of an option previously granted, make any alteration which
would deprive him of his rights with respect thereto or, without
the approval of the stockholders, make any alteration which would
(a) increase the number of aggregate shares subject to the option
under this Plan or decrease the minimum option price except as
provided in Section 14; or (b) extend the term of this Plan as
provided in Section 17 or the maximum period during which any
option may be exercised as provided in Section 7.
8
<PAGE>
<PAGE>
Section 21. Other Provisions
The option agreements authorized under this Plan shall
contain such other provisions not inconsistent with the
foregoing, including, without limitation, increased restrictions
upon the exercise of the option, as the Committee may deem
advisable.
9
<PAGE>
Exhibit 99.b
INCENTIVE STOCK OPTION
GRANT AND AGREEMENT
LADD FURNITURE, INC.
THIS STOCK OPTION GRANT AND AGREEMENT ("Agreement"), being
made according to and subject to the terms and conditions of the
LADD Furniture, Inc. 1994 INCENTIVE STOCK OPTION PLAN ("Plan"), a
copy of which is attached and is hereby incorporated by reference
and made a part of this Agreement, is herein executed, granted,
and effective the _____ day of ____________, ______, between LADD
Furniture, Inc. ("LADD") and ______________________________
("Optionee"):
1. Grant. As of the above date, LADD Furniture hereby
grants an incentive stock option (as that term is defined in
Section 422 of the Internal Revenue Code of 1986, as amended) on
________________ shares of Common Stock of LADD to the Optionee
at the price stated in this Agreement.
The option granted under this section and as described in
this entire Agreement is in all respects subject to and condi-
tioned by the terms, definitions and provisions of this Agreement
and the Plan which was adopted by the Board of Directors of LADD
on February 28, 1994, and approved by the shareholders on
April 28, 1994.
2. Price. The option price on the incentive stock option
is $________ for each share.
3. Exercise of Option. The option granted under this
Agreement shall be exercisable pursuant to the terms of the Plan
and subject to such conditions and provisions as prescribed by
LADD and set forth below:
(a) Right to Exercise: There are no other terms and
conditions imposed on the Optionee's right to exercise his
options other than those imposed in the Plan except as
stated below by LADD:
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
<PAGE>
<PAGE>
(b) Annual Installments: The incentive stock options can
be exercised in annual installments as follows:
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
The right to exercise the option(s) in annual installments
shall be cumulative.
(c) Method of Exercise: The options under this Agreement
shall be exercisable by a written notice to the Secretary of
LADD, a copy of which is attached hereto, which shall:
(1) State the election to exercise the option, the
number of shares in respect of which it is being exer-
cised, the person in whose name the stock certificate
or certificates for such shares of Common Stock is to
be registered, his address, and social security number;
(2) State whether the Optionee intends to exercise the
option using the "cashless exercise" method as provided
in Section 5(b) of the Plan and provide all
information, including the name and address of the
Optionee's brokerage firm, necessary to execute the
transaction;
(3) Be signed by the person entitled to exercise the
option and, if the option is being exercised by any
person or persons other than the Optionee, be accom-
panied by proof, satisfactory to counsel for LADD, of
the right of such person or persons to exercise the
option;
(4) Provide for the payment of the purchase price of
any shares (whether by direct cash payment, delivery of
shares of common stock of LADD or by the "cashless
exercise" method) with respect to which the option is
being exercised in such form acceptable to the
Committee pursuant to Section 5(b) of the Plan and in
the case of direct cash payment or delivery of shares
of LADD stock such payment shall be delivered with the
notice of exercise.
4. Non-transferability of Option. This option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution and may be exercised during the life of
the Optionee only by him. The terms of this Agreement shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
2
<PAGE>
<PAGE>
5. Expiration of Option. This option shall expire on
______________, ____ or as otherwise provided in the Plan.
6. Resolution of Disputes. Any dispute or disagreement
which should arise under, or as a result of, or in any way relate
to, the interpretation, construction, or application of this
Agreement will be determined by the Committee designated in
Section 2 of the Plan. Any determination made hereunder shall be
final, binding, and conclusive for all purposes.
IN WITNESS WHEREOF, LADD has executed this Agreement as of
the day and year first above written.
LADD FURNITURE, INC.
By______________________________
Date____________________________
3
<PAGE>
<PAGE>
Summary of Option Grant
Employee: _________________________________
Date of Grant: ___________________________
Date of Expiration: ______________________
Number of Shares Subject to Incentive Stock Options: _______
Option Price Per Share: $________; $________; $________
Additional Comments:
___________________________________
______________________
Date
4
<PAGE>
Exhibit 99.b
NONQUALIFIED STOCK OPTION
GRANT AND AGREEMENT
LADD FURNITURE, INC.
THIS STOCK OPTION GRANT AND AGREEMENT ("Agreement"), being
made according to and subject to the terms and conditions of the
LADD Furniture, Inc. 1994 INCENTIVE STOCK OPTION PLAN ("Plan"), a
copy of which is attached and is hereby incorporated by reference
and made a part of this Agreement, is herein executed, granted,
and effective the _____ day of ____________, ______, between LADD
Furniture, Inc. ("LADD") and ______________________________
("Optionee"):
1. Grant. As of the above date, LADD Furniture hereby
grants a nonqualified stock option on ____ shares of Common Stock
of LADD at the price stated in this Agreement.
The option granted under this section and as described in
this entire Agreement is in all respects subject to and condi-
tioned by the terms, definitions and provisions of this Agreement
and the Plan which was adopted by the Board of Directors of LADD
on February 28, 1994, and approved by the shareholders on
April 28, 1994.
2. Price. The option price on the nonqualified stock
option is $_______ for each share.
3. Exercise of Option. The option granted under this
Agreement shall be exercisable pursuant to the terms of the Plan
and subject to such conditions and provisions as prescribed by
LADD and set forth below:
(a) Right to Exercise: There are no other terms and
conditions imposed on the Optionee's right to exercise his
options other than those imposed in the Plan except as
stated below by LADD:
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
<PAGE>
<PAGE>
(b) Annual Installments: The nonqualified options can be
exercised in annual installments as follows:
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
The right to exercise the option(s) in annual installments
shall be cumulative.
(c) Method of Exercise: The options under this Agreement
shall be exercisable by a written notice to the Secretary of
LADD, a copy of which is attached hereto, which shall:
(1) State the election to exercise the option, the
number of shares in respect of which it is being exer-
cised, the person in whose name the stock certificate
or certificates for such shares of Common Stock is to
be registered, his address, and social security number;
(2) State whether the Optionee intends to exercise the
option using the "cashless exercise" method as provided
in Section 5(b) of the Plan and provide all
information, including the name and address of the
Optionee's brokerage firm, necessary to execute the
transaction;
(3) Be signed by the person entitled to exercise the
option and, if the option is being exercised by any
person or persons other than the Optionee, be accom-
panied by proof, satisfactory to counsel for LADD, of
the right of such person or persons to exercise the
option;
(4) Provide for the payment of the purchase price of
any shares (whether by direct cash payment, delivery of
shares of common stock of LADD or by the "cashless
exercise" method) with respect to which the option is
being exercised in such form acceptable to the
Committee pursuant to Section 5(b) of the Plan and in
the case of direct cash payment or delivery of shares
of LADD stock such payment shall be delivered with the
notice of exercise.
4. Non-transferability of Option. This option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution and may be exercised during the life of
the Optionee only by him. The terms of this Agreement shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
2
<PAGE>
<PAGE>
5. Expiration of Option. This option shall expire on
______________, ____ or as otherwise provided in the Plan.
6. Resolution of Disputes. Any dispute or disagreement
which should arise under, or as a result of, or in any way relate
to, the interpretation, construction, or application of this
Agreement will be determined by the Committee designated in
Section 2 of the Plan. Any determination made hereunder shall be
final, binding, and conclusive for all purposes.
IN WITNESS WHEREOF, LADD has executed this Agreement as of
the day and year first above written.
LADD FURNITURE, INC.
By______________________________
Date____________________________
3
<PAGE>
<PAGE>
Summary of Option Grant
Employee: _________________________________
Date of Grant: ___________________________
Date of Expiration: ______________________
Number of Shares Subject to Nonqualified Stock Options: _______
Option Price Per Share: $________; $________; $________
Additional Comments:
___________________________________
______________________
Date
4
<PAGE>
<PAGE>
Exhibit 99.b
DIRECTOR STOCK OPTION
GRANT AND AGREEMENT
LADD FURNITURE, INC.
THIS STOCK OPTION GRANT AND AGREEMENT ("Agreement"), being
made according to and subject to the terms and conditions of the
LADD Furniture, Inc. 1994 INCENTIVE STOCK OPTION PLAN ("Plan"), a
copy of which is attached and is hereby incorporated by reference
and made a part of this Agreement, is herein executed, granted,
and effective the _____ day of ____________, ______, between LADD
Furniture, Inc. ("LADD") and ______________________________
("Optionee"):
1. Grant. As of the above date, LADD Furniture hereby
grants a Director Option on ____ shares of Common Stock of LADD
at the price stated in this Agreement.
The option granted under this section and as described in
this entire Agreement is in all respects subject to and condi-
tioned by the terms, definitions and provisions of this Agreement
and the Plan which was adopted by the Board of Directors of LADD
on February 28, 1994, and approved by the shareholders on
April 28, 1994.
2. Price. The option price on the Director Option is
$_______ for each share.
3. Exercise of Option. The option granted under this
Agreement shall be exercisable pursuant to the terms of the Plan
and subject to such conditions and provisions as prescribed by
LADD and set forth below:
(a) Right to Exercise: There are no other terms and
conditions imposed on the Optionee's right to exercise his
options other than those imposed in the Plan except as
stated below by LADD:
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
<PAGE>
<PAGE>
(b) Annual Installments: The Director Options can be
exercised in annual installments as follows:
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
_____ shares beginning on _________________
The right to exercise the option(s) in annual installments
shall be cumulative.
(c) Method of Exercise: The options under this Agreement
shall be exercisable by a written notice to the Secretary of
LADD, a copy of which is attached hereto, which shall:
(1) State the election to exercise the option, the
number of shares in respect of which it is being exer-
cised, the person in whose name the stock certificate
or certificates for such shares of Common Stock is to
be registered, his address, and social security number;
(2) State whether the Optionee intends to exercise the
option using the "cashless exercise" method as provided
in Section 5(b) of the Plan and provide all
information, including the name and address of the
Optionee's brokerage firm, necessary to execute the
transaction;
(3) Be signed by the person entitled to exercise the
option and, if the option is being exercised by any
person or persons other than the Optionee, be accom-
panied by proof, satisfactory to counsel for LADD, of
the right of such person or persons to exercise the
option;
(4) Provide for the payment of the purchase price of
any shares (whether by direct cash payment, delivery of
shares of common stock of LADD or by the "cashless
exercise" method) with respect to which the option is
being exercised in such form acceptable to the
Committee pursuant to Section 5(b) of the Plan and in
the case of direct cash payment or delivery of shares
of LADD stock such payment shall be delivered with the
notice of exercise.
4. Non-transferability of Option. This option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution and may be exercised during the life of
the Optionee only by him. The terms of this Agreement shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
2
PAGE
<PAGE>
5. Expiration of Option. This option shall expire on
______________, ____ or as otherwise provided in the Plan.
6. Resolution of Disputes. Any dispute or disagreement
which should arise under, or as a result of, or in any way relate
to, the interpretation, construction, or application of this
Agreement will be determined by the Committee designated in
Section 2 of the Plan. Any determination made hereunder shall be
final, binding, and conclusive for all purposes.
IN WITNESS WHEREOF, LADD has executed this Agreement as of
the day and year first above written.
LADD FURNITURE, INC.
By______________________________
Date____________________________
3
<PAGE>
<PAGE>
Summary of Option Grant
Employee: _________________________________
Date of Grant: ___________________________
Date of Expiration: ______________________
Number of Shares Subject to Director Options: _______
Option Price Per Share: $________; $________; $________
Additional Comments:
___________________________________
______________________
Date
4
