As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 333 - _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________
CUC INTERNATIONAL INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 06-0918165
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
707 Summer Street
Stamford, Connecticut 06901
(Address of Principal Executive Offices) (Zip Code)
CUC International Inc. 1997 Stock Option Plan
CUC International Inc. 1992 Employee Stock Option Plan
CUC International Inc. 1992 Bonus and Salary Replacement Stock Option Plan
Individual Option Agreements with Certain Employees
(Full Title of the Plans)
_______________________________________
Cosmo Corigliano
CUC INTERNATIONAL INC.
707 Summer Street
Stamford, Connecticut 06901
(Name and Address of Agent for Service)
(203) 324-9261
(Telephone Number, Including Area Code, of Agent for Service)
_______________________________________
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 Price Fee
___________________________________________________________________________
Common Stock, 30,000,000 shares $25.46875(1) $764,062,500(1) $231,534.09(1)
$.01 par value 1,600,000 shares $20.50 (2) $ 32,800,000(2) $ 9,939.39(2)
____________________________________________________________________________
Total 31,600,000 shares $796,862,500 $241,473.48
(1) Pursuant to Rule 457(c) under the Securities Act of 1933
(the "Securities Act"), the proposed maximum offering price and
the registration fee are based on the average of the high and low
prices per share of the Registrant's Common Stock reported on the
New York Stock Exchange Composite Tape on June 30, 1997.
(2) Pursuant to Rule 457(h) under the Securities Act, the proposed
maximum offering price and the registration fee are based on the
exercise price of options outstanding.
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The documents containing the information specified in this
Part I will be sent or given to all participants in the CUC
International Inc. 1997 Stock Option Plan (the "1997 Plan"), the
CUC International Inc. 1992 Employee Stock Option Plan (the "1992
Plan"), the CUC International Inc. 1992 Bonus and Salary
Replacement Stock Option Plan (the "Replacement Plan") and the
employee recipients of certain individual option agreements (the
"Non-Plan Grants"; collectively, with the 1997 Plan, the 1992
Plan and the Replacement Plan, the "Plans"), as specified by Rule
428(b)(1) under the Securities Act. Such documents are not
filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
With respect to the 1992 Plan, the contents of the Registrant's
earlier registration statements on Form S-8, filed January 10, 1994
(Registration No. 33-74066), April 27, 1995 (Registration No. 33-91658),
January 26, 1996 (Registration No.333-00475) and May 7,1996
(Registration No. 333-03237) are incorporated herein by reference.
With respect to the Replacement Plan, the contents of the Registrant's
earlier registration statements on Form S-8, filed March 2, 1993
(Registration No. 33-58896), April 27, 1995 (Registration No. 33-91656)
and May 7, 1996 (Registration No. 333-03241) are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1997; and
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1997; and
(c) The Registrant's Current Reports on Form 8-K dated February
4, 1997, February 13, 1997, February 26, 1997, March 17,
1997 and May 29, 1997; and
(d) Description of the Registrant's common stock, par value $.01
per share ("Common Stock"), contained in the Registrant's
Registration Statements on Form 8-A, as filed with the
Commission on July 27, 1984 and August 15, 1989, including
any amendment or report filed with the Commission for the
purpose of updating such description.
All documents and reports subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such
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
Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plans pursuant to
this Registration Statement. Mr. Gershowitz is a vice president and
associate general counsel of the Comp-U-Card Division of the Registrant.
A copy of this opinion is attached as Exhibit 5 to this Registration
Statement. Mr. Gershowitz holds shares of Common Stock and options to
acquire shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify
any person who was or is a party to or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may
include expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or
proceeding, provided that such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. A Delaware corporation may
indemnify directors, officers, employees and other agents of such
corporation in an action by or in the right of the corporation
under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation.
Where a director, officer, employee of agent of the corporation
is successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to above or in defense of any
claim, issue or matter therein, the corporation must indemnify
such person against the expenses (including attorney's fees)
which he or she actually and reasonably incurred in connection
therewith.
The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent permitted
by, and in the manner permissible under, the GCL.
As permitted by Section 102(b)(7) of the GCL, the Registrant's
Restated Certificate of Incorporation contains a provision eliminating
the personal liability of a director to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, subject
to certain exceptions.
Item 7. Exemption from Registration Claimed
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits
4.1 CUC International Inc. 1997 Stock Option Plan
(filed as Exhibit 10.23 to the Registrant's Form 10-Q
for the period ended April 30, 1997).*
4.2 Form of Stock Option Contract - 1997 Stock Option
Plan (filed as Exhibit 10.24 to the Registrant's Form
10-Q for the period ended April 30,1997).*
4.3 CUC International Inc. 1992 Employee Stock Option Plan
4.4 Form of Stock Option Contract -- 1992 Employee Stock
Option Plan
4.5 CUC International Inc. 1992 Bonus & Salary Replacement
Stock Option Plan
4.6 Form of Stock Option Contract - 1992 Bonus & Salary
Replacement Stock Option Plan
4.7 Form of Non-Plan Grant Option Contract with Certain
Employees
5. Opinion of Jeffrey A. Gershowitz, Esq. as to the
legality of the securities being registered
15. Letter re: Unaudited Interim Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Price Waterhouse LLP
23.5 Consent of Jeffrey A. Gershowitz, Esq. (included
in the opinion filed as Exhibit 5 hereto)
24. Powers of Attorney of certain officers and directors
of the Registrant (included on the signature page of
this Registration Statement)
_______________________
* Incorporated by reference.
Item 9. Undertakings
a. 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 prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
hereof) which, individually or in theaggregate,
represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change
to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(iii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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.
b. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant of expenses
incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
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 Stamford, State of Connecticut, on this 2nd day of
July, 1997.
CUC INTERNATIONAL INC.
By: /s/ Walter A. Forbes
Walter A. Forbes
Chief Executive Officer and Chairman of
the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Walter A.
Forbes and E. Kirk Shelton, and each and either of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, 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 said attorneys-in-fact and agents, and each 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 to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any 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, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Walter A. Forbes Chief Executive Officer and July 2, 1997
Walter A. Forbes Chairman of the Board (Principal
Executive Officer)
/s/ Cosmo Corigliano Senior Vice President and Chief July 2, 1997
Cosmo Corigliano Financial Officer (Principal
Financial and Accounting Officer)
/s/ Bartlett Burnap Director July 2, 1997
Bartlett Burnap
/s/ T. Barnes Donnelley Director July 2, 1997
T. Barnes Donnelley
/s/ Stephen A. Greyser Director July 2, 1997
Stephen A. Greyser
/s/ Christopher K. McLeod Director July 2, 1997
Christopher K. McLeod
/s/ Burton C. Perfit Director July 2, 1997
Burton C. Perfit
/s/ Robert P. Rittereiser Director July 2, 1997
Robert P. Rittereiser
/s/ Stanley M. Rumbough, Jr. Director July 2, 1997
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director July 2, 1997
E. Kirk Shelton
/s/ Kenneth A. Williams Director July 2, 1997
Kenneth A. Williams
EXHIBIT INDEX
Exhibit Number Description Page
4.1 CUC International Inc. 1997 Stock Option Plan (filed
as Exhibit 10.23 to the Registrant's Form 10-Q for
the period ended April 30, 1997).*
4.2 Form of Stock Option Contract - 1997 Stock Option
Plan (filed as Exhibit 10.24 to the Registrant's
Form 10-Q for the period ended April 30, 1997).*
4.3 CUC International Inc. 1992 Employee Stock Option Plan
4.4 Form of Stock Option Contract -- 1992 Employee Stock
Option Plan
4.5 CUC International Inc. 1992 Bonus & Salary Replacement
Stock Option Plan
4.6 Form of Stock Option Contract -- 1992 Bonus & Salary
Replacement Stock Option Plan
4.7 Form of Non-Plan Grant Option Contract with Certain
Employees
5 Opinion of Jeffrey A. Gershowitz, Esq. as to
legality of the securities being registered
15. Letter re: Unaudited Interim Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Price Waterhouse LLP
23.5 Consent of Jeffrey A. Gershowitz, Esq. (included
in the opinion filed as Exhibit 5 hereto)
24 Powers of Attorney of certain officers and directors
of the Registrant (included on the signature page of
this Registration Statement)
____________________________
* Incorporated by reference.
Exhibit 5
July 2, 1997
CUC International Inc.
707 Summer Street
Stamford, CT 06901
RE: Registration Statement on Form S-8
Gentlemen and Ladies:
I have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by CUC International Inc.
(the "Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of
1933, as amended, of 31,600,000 shares of common stock, par value
$.01 per share, of the Company ("Common Stock"), reserved for
issuance under the Company's 1997 Stock Option Plan, 1992
Employee Stock Option Plan, 1992 Bonus and Salary Replacement
Stock Option Plan and individual option agreements with certain
employees (collectively, the "Plans").
In connection with the foregoing, I have examined, among other
things, the Registration Statement, the Plans, and originals or
copies, satisfactory to me, of all such corporate records and of
all such agreements, certificates and other documents as I have
deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to me as originals and the conformity with the original
documents of documents submitted to me as copies. As to various
facts material to such opinion, I have, to the extent relevant
facts were not independently established by me, relied on
certificates of public officials and certificates and oaths and
declarations of officers or other representatives of the Company.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and
2. The 31,600,000 shares of the Company's Common Stock being
registered pursuant to the Registration Statement, when
issued pursuant to the provisions of the Plan and upon
payment of the purchase price therefor, will be duly
authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement and to the use of my name
wherever appearing in such Registration Statement, including any
amendment thereto.
Very truly yours,
/s/ Jeffrey A. Gershowitz
Jeffrey A. Gershowitz
Vice President and
Associate General Counsel
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the CUC
International Inc. 1997 Stock Option Plan, the CUC
International Inc. 1992 Employee Stock Option Plan, the CUC
International Inc. 1992 Bonus and Salary Replacement Stock
Option Plan and the Individual Option Agreements with
Certain Employees of our report dated March 10, 1997, with
respect to the consolidated financial statements and
schedule of CUC International Inc. included in its Annual
Report (Form 10-K) for the year ended January 31, 1997,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
July 2, 1997
EXHIBIT 15
CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
July 2, 1997
Shareholders and Board of Directors
CUC International Inc.
We are aware of the incorporation by reference in the
Registration Statement (Form S-8) of CUC International Inc.
for the registration of 31,600,000 shares of its common
stock of our report dated June 13, 1997 relating to the
unaudited condensed consolidated interim financial
statements of CUC International Inc. that are included in
its Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933, our
report is not a part of the registration statement prepared
or certified by accountants within the meaning of Section 7
or 11 of the Securities Act of 1933.
ERNST & YOUNG LLP
Stamford, Connecticut
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of CUC International Inc. on Form S-8
of our report dated June 24, 1996 relating to the
consolidated balance sheet of Sierra On-Line, Inc. and
subsidiaries for the year ended March 31, 1996 and the
consolidated statements of earnings, cash flows and
stockholders' equity for the two years ended March 31, 1996
(not presently presented separately therein).
Deloitte & Touche LLP
Seattle, Washington
June 30, 1997
EXHIBIT 23.3
Consent of Independent Auditors
The Board of Directors
Davidson & Associates, Inc.
We consent to the use of our report incorporated herein by
reference with respect to the consolidated balance sheet of
Davidson & Associates, Inc. and subsidiaries as of December
31, 1995 and the related consolidated statements of
earnings, shareholders' equity, and cash flows and related
schedule for each of the years in the two-year period ended
December 31, 1995.
KPMG Peat Marwick LLP
Long Beach, California
June 30, 1997
EXHIBIT 23.4
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of CUC International Inc.
of our report dated February 2, 1996, relating to the
consolidated financial statements of Ideon Group, Inc.,
which appears in the Current Report on Form 10-K of CUC
International Inc. filed with the Securities and Exchange
Commission on or about May 1, 1997.
PRICE WATERHOUSE LLP
Tampa, Florida
June 30, 1997
EXHIBIT 4.3
AS AMENDED THROUGH JUNE 11, 1997
1992 EMPLOYEE STOCK OPTION PLAN
OF
CUC INTERNATIONAL INC.
1. PURPOSES OF THE PLAN. This stock option plan (the "Plan")
is designed to provide an incentive to key employees of CUC
International Inc., a Delaware corporation (the "Company"),
and its present and future Subsidiaries, as defined in
Paragraph 16, and to offer an additional inducement in
obtaining the services of such individuals. No grant
hereunder shall be made to any director, nor to any employee
who the Company determines is an "officer" within the
meaning of Section 16 of the Securities Exchange Act of
1934, as amended (the "1934 Act"). The Plan provides for
the grant of "incentive stock options," within the meaning
of Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), and "non-qualified stock options."
2. STOCK SUBJECT TO THE PLAN. Options may be granted under the
Plan to purchase in the aggregate not more than thirty-seven
million seven hundred eighty-seven thousand five hundred
(37,787,500) shares of Common Stock, $.01 par value per
share, of the Company ("Common Stock"), which shares may, in
the discretion of the Board of Directors, consist either in
whole or in part of authorized but unissued shares of Common
Stock or shares of Common Stock held in the treasury of the
Company. The Company shall at all times during the term of
the Plan reserve and keep available such number of shares of
Common Stock as will be sufficient to satisfy the
requirements of the Plan. Subject to the provision of
Paragraph 12, any shares subject to an option which for any
reason expires, is canceled or is terminated unexercised as
to such shares shall again become available for option under
the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by a Committee (the "Committee") consisting of not less than
two members of the Board of Directors, each of whom shall be
a Non-Employee Director of the Company within the meaning of
Rule 16b-3 or its successors under the 1934 Act. A majority
of the members shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a
quorum is present, and any acts approved in writing by all
members without a meeting, shall be the acts of the
Committee.
Subject to the express provisions of the Plan, the Committee
shall have the authority, in its sole discretion, to
determine the individuals who shall receive options; the
times when they shall receive them; whether an incentive
and/or a non-qualified stock option shall be granted; the
number of shares to be subject to each option; the term of
each option; the date each option shall become exercisable;
whether an option shall be exercisable in whole, in part or
in installments, and if in installments, the number of
shares to be subject to each installment; the date each
installment shall become exercisable and the term of each
installment; to accelerate the date of exercise of any
installment; whether shares may be issued on exercise of an
option as partly paid, and, if so, the dates when future
installments of the exercise price shall become due and the
amounts of each installments; the exercise price; the form
of payment upon exercise; to require that the individual
remain employed in some capacity with the Company or its
Subsidiaries for a period of time from and after the date
the option is granted to him; the amount necessary to
satisfy the Company's withholding obligation; to restrict
the sale or other disposition of the shares of Common Stock
acquired upon the exercise of an option and to waive any
such restriction; to construe the respective option
agreements and the Plan; to prescribe, amend and rescind
rules and regulations relating to the Plan; to make all
other determinations necessary or advisable for
administering the Plan; and, with the consent of the
optionee, to cancel or modify an option, provided such
option as modified does not violate the terms of the Plan.
The determinations of the Committee on the matters referred
to in this Paragraph 3 shall be conclusive.
No member of the Committee shall be liable for anything
whatsoever in connection with the administration of the Plan
except such member's own willful misconduct. Under no
circumstances shall any member of the Committee be liable
for any act or omission of any other member of the
Committee. In the performance of its functions with respect
to the Plan, the Committee shall be entitled to rely upon
information and advice furnished by the Company's officers,
the Company's accountants, the Company's counsel and any
other party the Committee deems necessary and no member of
the Committee shall be liable for any action taken or not
taken in reliance upon any such advice.
4. ELIGIBILITY. The Committee may, consistent with the
purposes of the Plan, grant options from time to time,
within 10 years from the date of adoption of the Plan by the
Board of Directors, to key employees of the Company or any
of its Subsidiaries and covering such number of shares of
Common Stock as it may determine; provided, however, that
the aggregate market value (determined at the time the stock
option is granted) of the shares for which any eligible
person may be granted incentive stock options under the Plan
or any other plan of the Company, or of a Subsidiary of the
Company, which are exercisable for the first time by such
optionee during any calendar year shall not exceed $100,000.
Any option (or the portion thereof) granted in excess of
such amount shall be treated as a non-qualified stock
option.
5. EXERCISE PRICE. The exercise price of the shares of Common
Stock under each option shall be determined by the
Committee, but in no event shall such purchase price be less
than 100% of the fair market value of the Common Stock on
the date of grant; provided, however, that if, at the time
an option is granted, the optionee owns (or is deemed to
own) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or of
any of its Subsidiaries, the exercise price shall not be
less than 110% of the fair market value of the Common Stock
subject to the option at the time of the granting of such
option. The fair market value of the Common Stock on any
day shall be (a) if the principal market for the Common
Stock is a national securities exchange, the closing sale
price of the Common Stock on such day as reported by such
exchange or on a consolidated tape reflecting transactions
on such exchange, (b) if the principal market for the Common
Stock is not a national securities exchange and the Common
Stock is quoted on the National Association of Securities
Dealers Automated Quotations System ("NASDAQ"), and (i) if
the Common Stock is quoted on the NASDAQ National Market
System, the closing sale price of the Common Stock on such
day, or (ii) if the Common Stock is not quoted on the NASDAQ
National Market System, the average between the highest bid
and the lowest asked prices for the Common Stock on such day
on NASDAQ, or (c) if the principal market for the Common
Stock is not a national securities exchange and the Common
Stock is not quoted on NASDAQ, the average between the
highest bid and lowest asked prices for the Common Stock on
such day as reported by National Quotation Bureau,
Incorporated; provided that if clauses (a), (b) and (c) of
this Paragraph are all inapplicable, or if no trades have
been made or no quotes are available for such day, the fair
market value of the Common Stock shall be determined by the
Committee by any method consistent with applicable
regulations adopted by the Treasury Department relating to
stock options. The determination of the Committee shall be
conclusive in determining the fair market value of the
stock.
6. TERM OF OPTION. The term of each option granted pursuant to
the Plan shall be such term as is established by the
Committee, in its sole discretion, at the time such option
is granted; provided, however, that the term of each
incentive stock option granted pursuant to the Plan shall be
for a period not exceeding 10 years from the date of
granting thereof, and further, provided, that if, at the
time an option is granted, the optionee owns (or is deemed
to own) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company, or of
any of its Subsidiaries, the term of the incentive stock
option shall be for a period not exceeding five years.
Options shall be subject to earlier termination as
hereinafter provided.
7. EXERCISE OF OPTION. An option (or any part or installment
thereof) shall be exercised by giving written notice to the
Company at its principal office (at present 707 Summer
Street, Stamford, Connecticut 06901), stating whether an
incentive stock option or a non-qualified stock option is
being exercised, specifying the number of shares as to which
such option is being exercised and accompanied by payment in
full of the aggregate exercise price therefor (or the amount
due on exercise if the Stock Option Contract permits
installment payments) (i) in cash or by certified check,
(ii) pursuant to a "cashless" broker assisted exercise
whereby an exercise facilitator selected by the Company
makes payment to the Company in cash, or (iii) any other
method which the Committee may approve.
The Company shall have the right to deduct and withhold from
any cash otherwise payable to an optionee, or require that
an optionee make arrangements satisfactory to the Company
for payment of, such amounts as the Company shall determine
for the purpose of satisfying its liability to withhold
Federal, state or local income or FICA taxes incurred by
reason of the grant or exercise of an option.
Certificates representing the shares purchased shall be
issued as promptly as practicable, provided that the Company
may postpone issuing certificates for such shares for such
time as the Company, in its sole discretion, may deem
necessary or desirable in order to enable it to comply with
any requirements of the Securities Act of 1933, as amended
("Securities Act"), the 1934 Act, any Rules or Regulations
of the Securities and Exchange Commission promulgated under
either of the foregoing acts, the listing requirements of
any securities exchange on which the Company's Common Stock
may now or hereafter be listed, or any applicable laws of
any jurisdiction relating to the authorization, issuance or
sale of securities. With respect to persons subject to
Section 16 of the 1934 Act, the Company reserves the right
to defer distribution of share certificates issuable upon
exercise of an option by such person until at least six (6)
months have elapsed from the date of grant of the option.
The holder of an option shall not have the rights of a
stockholder with respect to the shares covered by his option
until the date of issuance of a stock certificate to him for
such shares. In no case may a fraction of a share by
purchased or issued under the Plan.
8. TERMINATION OF EMPLOYMENT. Any optionee whose employment
with the Company (and its Subsidiaries) has terminated for
any reason other than death or permanent and total
disability (as defined in Section 22(e) (3) of the Code) may
exercise his option, to the extent exercisable on the date
of such termination, at any time within four months after
the date of termination, unless otherwise permitted by the
Committee, but in no event after the expiration of the term
of the option. Options granted to an employee under the
Plan shall not be affected by any changes in the status of
an optionee so long as he continues to be employed in some
capacity with the Company, or any of its Subsidiaries, or a
Constituent Corporation, as defined in Paragraph 16, unless
the Committee otherwise permits.
Nothing in the Plan or in any option granted under the Plan
shall confer on any individual any right to continue in the
employ of the Company or any of its Subsidiaries, or
interfere in any way with the right of the Company or any of
its Subsidiaries to terminate the employee's employment at
any time for any reason whatsoever without liability to the
Company or any of its Subsidiaries.
9. DEATH OR DISABILITY OF AN OPTIONEE. If an optionee dies
while he is employed by the Company or any of its
Subsidiaries, or within three months after the termination
of his employment, or if the optionee's employment has
terminated by reason of a permanent and total disability (as
defined in Section 22(e)(3) of the Code), options granted
under this Plan shall become immediately exercisable by his
executor, administrator or other person at the time entitled
by law to his rights under the option.
10. STOCK OPTION CONTRACTS. Each option shall be evidenced by
an appropriate Stock Option Contract, and may contain such
terms and conditions not inconsistent herewith as may be
determined by the Committee, and which may provide, among
other things, (a) that in the event of the exercise of such
option, unless the shares of Common Stock received upon such
exercise shall have been registered under an effective
registration statement under the Securities Act, such shares
will be acquired for investment and not with a view to
distribution thereof, and that such shares may not be sold
except in compliance with the applicable provisions of the
Securities Act, and (b) that in the event of any disposition
of the shares of Common Stock acquired upon the exercise of
an incentive stock option within two years from the date of
grant of the option or one year from the date of issuance of
such shares to him (a "Disqualifying Disposition") the
optionee will notify the Company thereof in writing within
30 days after such disposition, pay the Company, on demand,
in cash an amount necessary to satisfy its obligation, if
any, to withhold any Federal, state or local income taxes or
other taxes by reason of such Disqualifying Disposition and
provide the Company, on demand, with such information as the
Company shall reasonably request to determine such
obligation.
11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. The number and
kind of shares reserved for issuance hereunder shall be
equitably adjusted, in the discretion of the Committee, in
the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation,
extraordinary dividend, split-up, spin-off, combination,
stock repurchase, exchange of shares, warrants or rights
offering to purchase stock at a price substantially below
fair market value or other similar corporate event affecting
the stock, in order to preserve the benefits intended to be
made available under the Plan. In the event of any of the
foregoing, the number and kind of shares subject to any
outstanding option granted pursuant to the Plan and the
exercise price of any such option shall be equitably
adjusted (including by payment of cash to the holder of such
option) in the discretion of the Committee in order to
preserve the benefits or potential benefits intended to be
made available to the holder of an option granted pursuant
to the Plan. The determination of the Committee as to what
adjustments shall be made, and the extent thereof, shall be
final. Unless otherwise determined by the Committee, such
adjustments shall be subject to the same vesting schedule
and restrictions to which the underlying option is subject.
No fractional shares of Company Stock shall be reserved or
authorized or made subject to any outstanding option by any
such adjustment.
12. AMENDMENTS AND TERMINATION OF THE PLAN. The Plan was
adopted by the Board of Directors on August 28, 1992. No
options may be granted under the Plan after the tenth
anniversary of that date. The Board of Directors, without
further approval of the Company's stockholders, may at any
time suspend or terminate the Plan, in whole or in part, or
amend it from time to time in such respects as it may deem
advisable, including, without limitation, in order that
incentive stock options granted hereunder meet the
requirements for "incentive stock options" under the Code,
or any comparable provisions thereafter enacted and conform
to any change in applicable law or to regulations or rulings
of administrative agencies. No termination, suspension or
amendment of the Plan shall, without the consent of the
holder of an existing option affected thereby, adversely
affect his rights under such option.
13. TRANSFERABILITY OF OPTIONS. Options granted under the Plan
shall be transferable by the optionee only pursuant to the
following methods, and, with respect to incentive stock
options, only to the extent permitted under the Code for
options to qualify as incentive stock options: by will or
the laws of descent and distribution; pursuant to a domestic
relations order, as defined in the Code or Title I of the
Employee Retirement Income Security Act, or the rules
thereunder; or as a gift to family members of the optionee,
trusts for the benefit of family members of the optionee or
charities or other not-for-profit organizations. Except to
the extent provided in this Paragraph, Paragraph 9 and
Paragraph 14, options may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by
operation of law or otherwise), shall not be subject to
execution, attachment or similar process, and may be
exercised during the lifetime of the holder thereof only by
such holder.
14. DESIGNATION OF BENEFICIARY. The optionee may designate in
writing on forms prescribed by and filed with the Committee
prior to the optionee's death a beneficiary or beneficiaries
to receive all or part of the options to be delivered to the
optionee under this Plan in the event of the death of the
optionee at any time on forms prescribed by and filed with
the Committee. In the event of the optionee's death, the
options to be delivered to the optionee under this Plan with
respect to which a designation of a beneficiary has been
made (to the extent such designation is valid and
enforceable under applicable law) shall be delivered, in
accordance with the Plan, to the designated beneficiary or
beneficiaries. Any options to be delivered as to which a
designation has not been made shall be delivered to the
optionee's estate. If there is any question as to the legal
right of any beneficiary to receive delivery of the Plan
pursuant to the Plan, the options (and shares issuable upon
the exercise thereof) may be delivered in the sole
discretion of the Committee to the estate of the optionee,
in which event neither the Company nor any Subsidiary shall
have any further liability to anyone with respect to such
options.
15. SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN
CONSTITUENT CORPORATIONS. Anything in this Plan to the
contrary notwithstanding, the Board of Directors may,
without further approval by the stockholders, substitute new
options for prior options of a Constituent Corporation or
assume the prior options of such Constituent Corporation.
16. DEFINITIONS.
(a) Subsidiary. The term "Subsidiary" shall have the
same definition as "subsidiary corporation" in Section
425(f) of the Code.
(b) Parent. The term "Parent" shall have the same
definition as "parent corporation" in Section 425(e) of
the Code.
(c) Constituent Corporation. The term "Constituent
Corporation" shall mean any corporation which engages
with the Company or any of its Subsidiaries in a
transaction to which Section 425(a) of the Code applies
(or would apply if the option assumed or substituted
were an incentive stock option), or any Parent or any
Subsidiary of such corporation.
17. STOCKHOLDERS' APPROVAL. The Company has determined that
stockholder approval is not required in order to grant
options under this Plan. In the event that, in the future,
the Company determines that stockholder approval is required
in order to grant options under this Plan and thereafter
seeks such approval, if such approval is declined by the
stockholders, then any options granted hereunder may be
rescinded in whole or in part in the Company's discretion.
18. GOVERNING LAW. The Plan and all rights hereunder shall be
construed in accordance with and governed by the internal
laws of the State of Delaware.
19. COMPLIANCE WITH RULE 16b-3. With respect to optionees
subject to Section 16 of the 1934 Act, transactions under
the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934
Act. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed null and
void, to the extent permitted by law and deemed advisable by
the Committee.
(3)
EXHIBIT 4.4
, 199_
Dear (name):
I am pleased to advise you that the Board of Directors of CUC
International Inc. (the "Corporation") on ________________
authorized the granting to you of a non-statutory option to
purchase ___________ shares of common stock, $.01 par value, of
the Corporation (the "Common Stock") at a price of $_______ per
share (the "Exercise Price"), which the Board believes to be the
fair market value on that date. Your option has been granted
under the Company's 1992 Employee Stock Option Plan (the "Plan").
Terms not defined herein shall have the meaning set forth in the
Plan.
Your option may be exercised under the following terms:
(a) This option shall not be transferrable except: by will or
the laws of descent and distribution; pursuant to a domestic
relations order, as defined in the Internal Revenue Code of
1986, as amended (the "Code") or Title I of the Employee
Retirement Security Act or the rules thereunder; or as a
gift to your family members, trusts for the benefit of your
family members or charities or other not-for-profit
organizations.
(b) Subject to the provisions of paragraphs (e), (f) and (g)
hereof, this option may be exercisable by you as follows:
You may purchase ____(%) of the Common Stock for which
options are herein granted on or after February 1, 199_ and
an additional ___ (%) on or after each successive February 1.
Your right to exercise this option shall be cumulative. The
Board of Directors of the Corporation may at any time
accelerate the vesting of this option. This option shall
expire on the tenth anniversary of the date of grant.
(c) If required by the Corporation, prior to the delivery to you
of a certificate or certificates representing the shares of
Common Stock purchased by you upon the exercise of this
option, you shall have deposited with the Corporation a non-
disposition letter (restricting disposition by you of the
shares of Common Stock) in form satisfactory to counsel for
the Corporation.
(d) In the event of a stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, extraordinary dividend,
split-up, spin-off, combination, stock repurchase, exchange
of shares, warrants or rights offering to purchase stock at
a price substantially below fair market value or other similar
corporate event affecting the Common Stock, the number and kind
of shares subject to this option and the Exercise Price shall
be equitably adjusted (including by payment of cash to you) in
the discretion of the committee of the Board of Directors (the
"Committee") that administers the Plan in order to preserve
the benefits or potential benefits intended to be made
available to you under this option. The determination of
the Committee as to what adjustments shall be made, and the
extent thereof, shall be final. Unless otherwise determined
by the Committee, such adjustments shall be subject to the
same vesting schedule and restrictions to which this option
is subject. No fractional shares of Common Stock shall be
reserved or authorized or made subject to this option by any
such adjustment.
(e) Notwithstanding anything herein to the contrary, if the
Board of Directors of the Corporation or any committee of
the Board of Directors, after full consideration of the
facts, finds by majority vote that you have engaged in
fraud, embezzlement, theft, commission of a felony, or
dishonesty in the course of your employment by the
Corporation, you shall forfeit all unexercised options for
which the Corporation has not yet delivered share
certificates, in each case whether such options are granted
by this letter or otherwise. The decision of the Board of
Directors of the Corporation or such committee shall be
final.
(f) Subject to paragraph (e) hereof, if you die while in the
employ of the Corporation or any of its affiliates or
subsidiaries or if you die within a period of three (3)
months after your employment has terminated or if your
employment is terminated by reason of permanent and total
disability (as defined in Section 22(e)(3) of the Code),
this option shall become immediately exercisable in full
and, in the case of your death, your estate shall have the
right to exercise your options hereunder. You may
designate, in writing on forms to be provided to you by the
Committee, a beneficiary or beneficiaries to receive all or
part of the options upon your death.
(g) Subject to paragraph (e) hereof, in the event your
employment with the Corporation or any of its affiliates or
subsidiaries is terminated for any reason other than death
or permanent and total disability (as defined in Section
22(e)(3) of the Code), you shall be entitled to exercise
your options hereunder, to the extent exercisable on the
date of termination, at any time within four (4) months from
such termination, but in no event thereafter or after the
expiration of the term of the option.
(h) You may pay for shares purchased pursuant hereto as follows:
(i) You may pay the Exercise Price per share in cash
or check at the time of exercise.
(ii) You may pay the Exercise Price by remitting
to the Corporation in cash or by check an amount equal
to or greater than the product of (a) the par value of
the Corporation's Common Stock and (b) the number of
shares of Common Stock acquired pursuant to the
exercise of this option (such amount is hereinafter
referred to as the "Minimum Payment") and by executing
a promissory note for the balance equal to (A) the
product of (i) the Exercise Price and (ii) the number
of shares of Common Stock acquired pursuant to the
exercise of this option less (B) the Minimum Payment
(such balance is hereinafter referred to as the
"Principal Amount"). Pursuant to the terms of the
promissory note, interest will be charged per year at
the lowest interest rate in effect at the time of
exercise, which will prevent any imputation of income
under Sections 483 or 7872 of the Code. Five years
from the date of exercise, the Principal Amount plus
interest compounded annually will be due. In the
discretion of the Corporation's Board of Directors, the
Corporation may demand repayment of the Principal
Amount plus accrued interest upon a termination of your
employment with the Corporation or any of its
subsidiaries. With notice of your exercise of your
option, you must give notice of your election to use
the loan arrangement described above. In the
discretion of the Corporation's Board of Directors, you
may be required to execute a pledge agreement. The
Corporation will retain possession of certificates
representing shares of Common Stock acquired pursuant
to the exercise of this option until the loan is repaid
in full;
(iii) You may arrange for a "cashless" stock option
exercise with the Corporation's exercise facilitator
pursuant to which such exercise facilitator will pay
the Exercise Price per share in cash or check at the
time of exercise; or
(iv) You may pay with any other legal consideration
that may be acceptable to the Committee in its sole
discretion at the time of exercise.
When you wish to exercise your stock option in whole or in part,
please refer to the provisions of this letter and correspond in
writing with the Secretary of the Corporation. This is not an
incentive stock option under Section 422A of the Code.
Very truly yours,
E. Kirk Shelton
President and Chief Operating Officer
EXHIBIT 4.5
AS AMENDED THROUGH JUNE 11, 1997
CUC INTERNATIONAL INC.
1992 BONUS AND SALARY REPLACEMENT
STOCK OPTION PLAN
1. PURPOSES OF THE PLAN. This stock option plan (the "Plan")
is designed to give key employees, consultants, advisors and
vendors of CUC International Inc., a Delaware corporation
(the "Company"), and its present and future Subsidiaries, as
defined in Paragraph 15, the opportunity to receive stock
option grants in lieu of certain salary increases and all or
a portion of their respective bonuses or fees and to offer
an additional inducement in obtaining the services of such
individuals. No grant hereunder shall be made to any
director, nor to any employee who the Company determines is
an "officer" within the meaning of Section 16 of the 1934
Act, as hereinafter defined. The Plan provides for the
grant of only "non-qualified stock options" governed by
Section 83 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. STOCK SUBJECT TO THE PLAN. Options may be granted under
the Plan to purchase in the aggregate not more than
Seventeen Million Four Hundred Six Thousand Two Hundred
Fifty (17,406,250) shares of Common Stock, $.01 par value
per share, of the Company ("Common Stock"), which shares
may, in the discretion of the Board of Directors, consist
either in whole or in part of authorized but unissued shares
of Common Stock or shares of Common Stock held in the
treasury of the Company. The Company shall at all times
during the term of the Plan reserve and keep available such
number of shares of Common Stock as will be sufficient to
satisfy the requirements of the Plan. Subject to the
provisions of Paragraph 12, any shares subject to an option
which for any reason expires, is canceled or is terminated
unexercised as to such shares shall again become available
for option under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by a Committee (the "Committee") consisting of not less than
two members of the Board of Directors, each of whom shall be
a Non-Employee Director of the Company within the meaning of
Rule 16b-3 or its successors under the 1934 Act. A majority
of the members shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a
quorum is present, and any acts approved in writing by all
members without a meeting, shall be the acts of the
Committee.
Subject to the express provisions of the Plan, the Committee
shall have the authority, in its sole discretion, to
determine the individuals who shall receive options; the
times when they shall receive them; the number of shares to
be subject to each option; the term of each option; the date
each option shall become exercisable; whether an option
shall be exercisable in whole, in part or in installments,
and if in installments, the number of shares to be subject
to each installment; the date each installment shall become
exercisable and the term of each installment; to accelerate
the date of exercise of any installment; whether shares may
be issued on exercise of an option as partly paid, and, if
so, the dates when future installments of the exercise price
shall become due and the amounts of such installments; the
exercise price; the form of payment upon exercise; to
require that the individual remain employed in some capacity
with the Company or its Subsidiaries for a period of time
from and after the date the option is granted to him; the
amount necessary to satisfy the Company's withholding
obligation; to restrict the sale or other disposition of the
shares of Common Stock acquired upon the exercise of an
option and to waive any such restriction; to construe the
respective option agreements and the Plan; to make all other
determinations necessary or advisable for administering the
Plan; and, with the consent of the optionee, to cancel or
modify an option, provided such option as modified does not
violate the terms of the Plan. The determinations of the
Committee on the matters referred to in this Paragraph 3
shall be conclusive.
No member of the Committee shall be liable for anything
whatsoever in connection with the administration of the Plan
except such member's own willful misconduct. Under no
circumstances shall any member of the Committee be liable
for any act or omission of any other member of the
Committee. In the performance of its functions with respect
to the Plan, the Committee shall be entitled to rely upon
information and advice furnished by the Company's officers,
the Company's accountants, the Company's counsel and any
other party the Committee deems necessary and no member of
the Committee shall be liable for any action taken or not
taken in reliance upon any such advice.
4. ELIGIBILITY. The Committee may, consistent with the
purpose of the Plan, grant options from time to time, within
10 years from the date of adoption of the Plan by the Board
of Directors, to key employees, consultants, advisors, or
vendors of the Company or any of its Subsidiaries and
covering such number of shares of Common Stock as it may
determine. No consultant, advisor, or vendor of the Company
shall be eligible to receive option grants unless bona fide
services shall be rendered by such consultant, advisor, or
vendor and such services are not in connection with the
offer of sale of securities in a capital raising
transaction.
5. EXERCISE PRICE. The exercise price of the shares of Common
Stock under each option shall be determined by the
Committee, but in no event shall such purchase price be less
than 100% of the fair market value of the Common Stock on
the date of grant. The fair market value of the Common
Stock on any day shall be (a) if the principal market for
the Common Stock is a national securities exchange, the
closing sale price of the Common Stock on such day as
reported by such exchange or on a consolidated tape
reflecting transactions on such exchange, (b) if the
principal market for the Common Stock is not a national
securities exchange and the Common Stock is quoted on the
National Association of Securities Dealers Automated
Quotations System ("NASDAQ"), and (i) if the Common Stock is
quoted on the NASDAQ National Market System, the closing
sale price of the Common Stock on such day, or (ii) if the
Common Stock is not quoted on the NASDAQ National Market
System, the average between the highest bid and the lowest
asked prices for the Common Stock on such day on NASDAQ, or
(c) if the principal market for the Common Stock is not a
national securities exchange and the Common Stock is not
quoted on NASDAQ, the average between the highest bid and
lowest asked prices for the Common Stock on such day as
reported by National Quotation Bureau, Incorporated;
provided that if clauses (a), (b) and (c) of this Paragraph
are all inapplicable, or if no trades have been made or no
quotes are available for such day, the fair market value of
the Common Stock shall be determined by the Committee by any
method consistent with applicable regulations adopted by the
Treasury Department relating to stock options. The
determination of the Committee shall be conclusive in
determining the fair market value of the stock.
6. TERM OF OPTION. The term of each option granted pursuant
to the Plan shall be such term as is established by the
Committee, in its sole discretion, at the time such option
is granted. Options shall be subject to earlier termination
as hereinafter provided.
7. EXERCISE OF OPTION. An option (or any part or installment
thereof) shall be exercised by giving written notice to the
Company at its principal office (at present 707 Summer
Street, Stamford, Connecticut 06901), specifying the number
of shares as to which such option is being exercised and
accompanied by payment in full of the aggregate exercise
price thereof (or the amount due on exercise if the Stock
Option Contract permits installment payments) (i) in cash or
by certified check, or (ii) any other method which the
Committee may approve.
The Company shall have the right to deduct and withhold from
any cash otherwise payable to an optionee, or require that
an optionee make arrangements satisfactory to the Company
for payment of, such amounts as the Company shall determine
for the purpose of satisfying its liability to withhold
Federal, state or local income or FICA taxes incurred by
reason of the grant or exercise of an option.
Certificates representing the shares purchased shall be
issued as promptly as practicable, provided that the Company
may postpone issuing certificates for such shares for such
time as the Company, in its sole discretion, may deem
necessary or desirable in order to enable it to comply with
any requirements of the 1933 Act or the 1934 Act, as
hereinafter defined, the listing requirements of any
securities exchange on which the Company's Common Stock may
now or hereafter be listed, or any applicable laws of any
jurisdiction relating to the authorization, issuance or sale
of securities. With respect to persons subject to Section
16 of the 1934 Act, the Company reserves the right to defer
distribution of share certificates issuable upon exercise of
an option by such person until at least six months have
elapsed from the date of grant of the option. The holder of
an option shall not have the rights of a stockholder with
respect to the shares covered by his option until the date
of issuance of a stock certificate to him for such shares.
In no case may a fraction of a share be purchased or issued
under the Plan.
8. TERMINATION OF EMPLOYMENT OR ENGAGEMENT. Any optionee
whose employment or engagement with the Company (and its
Subsidiaries) has terminated for any reason other than death
or permanent and total disability (as defined in Section
22(e) (3) of the Code) may exercise his option at the time
or times provided in the Stock Option Contract and no such
termination shall cause any forfeiture of such option.
Nothing in the Plan or in any option granted under the Plan
shall confer on any individual any right to continue in the
employ or engagement of the Company or any of its
Subsidiaries, or interfere in any way with the right of the
Company or any of its Subsidiaries to terminate the
individual's employment or engagement at any time for any
reason whatsoever without liability to the Company or any of
its Subsidiaries.
9. DEATH OR DISABILITY OF AN OPTIONEE. If an optionee dies
while he is employed or engaged by the Company or any of its
Subsidiaries or within three months after the termination of
employment or engagement, or if the optionee's employment or
engagement has terminated by reason of permanent and total
disability (as defined in Section 22(e)(3) of the Code),
options granted under this Plan shall become immediately
exercisable by his executor, administrator or other person
at the time entitled by law to his rights under the option.
10. STOCK OPTION CONTRACTS. Each option shall be evidenced by
an appropriate Stock Option Contract, and shall contain such
terms and conditions not inconsistent herewith as may be
determined by the Committee, and which may provide, among
other things, that in the event of the exercise of such
option, unless the shares of Common Stock received upon such
exercise shall have been registered under an effective
registration statement under the 1933 Act, such shares will
be acquired for investment and not with a view to
distribution thereof, and that such shares may not be sold
except in compliance with the applicable provisions of the
1933 Act.
11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CHANGE OF CONTROL.
Notwithstanding and other provisions of the Plan, in the
event of any change in the outstanding Common Stock by
reason of a stock dividend, recapitalization, merger,
consolidation, reorganization, split-up, combination or
exchange of shares or the like, the aggregate number and
kind of shares subject to each outstanding option and the
exercise prices shall be appropriately adjusted by the Board
of Directors, whose determination shall be conclusive.
In the event of a "change in control," as hereinafter
defined, options granted under this Plan shall become
immediately exercisable. A "change in control" shall be
deemed to have occurred if (i) a tender offer shall be made
and consummated for the ownership of 51% or more of the
outstanding voting securities of the Company, (ii) the
Company shall be merger or consolidated with another
corporation and as a result of such merger or consolidation
less than 60% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the
aggregate by the former shareholders of the Company, other
than affiliates (within the meaning of the 1934 Act) of any
party to such merger or consolidation, as the same shall
have existed immediately prior to such merger or
consolidation, (iii) the Company shall sell substantially
all of its assets to another corporation which is not a
wholly owned subsidiary, or (iv) a person within the meaning
of Section 3(a)(9) or of Section 13 (d) (3) (as in effect on
the date hereof) of the 1934 Act, shall acquire 40% or more
of the outstanding voting securities of the Company (whether
directly, indirectly, beneficially or of record). For
purposes hereof, ownership of voting securities shall take
into account and shall include ownership as determined by
applying the provisions of Rule 13d-3(d) (1) (i) (as in
effect on the date hereof) pursuant to the 1934 Act.
12. AMENDMENTS AND TERMINATION OF THE PLAN. The Plan was
adopted by the Board of Directors on January 20, 1992. No
options may be granted under the Plan after December 31,
2001. The Board of Directors, without approval of the
Company's stockholders, may at any time suspend or terminate
the Plan, in whole or in part, or amend it from time to time
in such respects as it may deem advisable, including,
without limitation, to conform to any change in applicable
law or to regulations or rulings of administrative agencies.
No termination, suspension or amendment of the Plan shall,
without the consent of the holder of an existing option
affected thereby, adversely affect his rights under such
option.
13. TRANSFERABILITY OF OPTIONS. Options granted under the Plan
shall be transferable by the optionee only pursuant to the
following methods: by will or the laws of descent and
distribution; pursuant to a domestic relations order, as
defined in the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder; or as a gift
to family members of the optionee, trusts for the benefit of
family members of the optionee or charities or other not-for-
profit organizations. Except to the extent provided in this
Paragraph and Paragraph 9, options may not be assigned,
transferred, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise), shall not be
subject to execution, attachment or similar process, and may
be exercised during the lifetime of the holder thereof only
by such holder.
14. SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN
CONSTITUENT CORPORATIONS. Anything in this Plan to the
contrary notwithstanding, the Board of Directors may,
without approval by the stockholders, substitute new options
for prior options of a Constituent Corporation (as defined
in Paragraph 15) or assume the prior options of such
Constituent Corporation.
15. DEFINITIONS.
(a) Subsidiary. The term "Subsidiary" shall have the
same definition as "subsidiary corporation" in Section
425(f) of the Code.
(b) Parent. The term "Parent" shall have the same
definition as "parent corporation" in Section 425(e) of
the Code.
(c) Constituent Corporation. The term "Constituent
Corporation" shall mean any corporation which engages
with the Company or any of its Subsidiaries in a
transaction to which Section 425(a) of the Code
applies, or any Parent or any Subsidiary of such
corporation.
(d) 1933 Act. The term "1933 Act" shall mean the
Securities Act of 1933, as amended, and any rules or
regulations promulgated thereunder.
(e) 1934 Act. The term "1934 Act" shall mean the
Securities Exchange Act of 1934, as amended, and any
rules or regulations promulgated thereunder.
16. STOCKHOLDERS' APPROVAL. The Company has determined that
stockholder approval is not required in order to grant
options under this Plan. In the event that, in the future,
the Company determines that stockholder approval is required
in order to grant options under this Plan and thereafter
seeks such approval, if such approval is declined by the
stockholders, then any options granted hereunder may be
rescinded in Company's discretion. In such event, the
optionee shall be entitled to receive the amount of the
salary increase and/or bonus such optionee would have been
entitled to receive if such options were not granted, plus
interest, which shall be calculated at a rate of six percent
per annum.
17. GOVERNING LAW. The Plan and all rights hereunder shall be
construed in accordance with and governed by the internal
laws of the State of Delaware.
18. COMPLIANCE WITH RULE 16b-3. With respect to optionees
subject to Section 16 of the 1934 Act, transactions under
the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934
Act. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed
advisable by the Committee.
EXHIBIT 4.6
, 199_
Dear (name):
I am pleased to advise you that the Board of Directors of CUC
International Inc. (the "Corporation") on ________________, 199_
authorized the granting to you of a non-statutory option to
purchase ________ shares of common stock, $.01 par value, of the
Corporation (the "Common Stock") at a price of $____ per share
(the "Exercise Price"), which the Board believes to be the fair
market value on that date. Your option has been granted under
the Company's 1992 Bonus and Salary Replacement Stock Option Plan
(the "Plan").
Terms not defined herein shall have meaning set forth in the
Plan.
Your option may be exercised under the following terms:
(a) This option shall not be transferable except: by will or the
laws of descent and distribution; pursuant to a domestic
relations order, as defined in the Internal Revenue Code of
1986, as amended (the "Code") or Title I of the Employee
Retirement Security Act or the rules thereunder; or as a
gift to your family members, trusts for the benefit of your
family members or charities or other not-for-profit
organizations.
(b) Subject to the provisions of paragraphs (e), (f), (g) and
(h) hereof, this option may be exercisable by you as
follows:
You may purchase _________________ of the Common Stock for
which options are herein granted on or after February 1,
199_ and an additional _______ on or after each successive
February 1.
Your right to exercise this option shall be cumulative. The
Board of Directors of the Corporation may at any time
accelerate the vesting of this option. This option shall
expire on the tenth anniversary of the date of grant.
(c) If required by the Corporation, prior to the delivery to you
of a certificate or certificates representing the shares of
Common Stock purchased by you upon the exercise of this
option, you shall have deposited with the Corporation a non-
disposition letter (restricting disposition by you of the
shares of Common Stock) in form satisfactory to counsel for
the Corporation.
(d) In the event of a stock split, stock dividend,
recapitalization, merger, consolidation, reorganization,
split-up, combination, or exchange of shares or the like,
the number and kind of shares subject to this option and the
Exercise Price shall be appropriately adjusted by the Board
of Directors. The determination of the Board of Directors
shall be final.
(e) Notwithstanding anything herein to the contrary, if the
Board of Directors of the Corporation or any committee of
the Board of Directors, after full consideration of the
facts, finds by majority vote that you have engaged in
fraud, embezzlement, theft, commission of a felony, or
dishonesty in the course of your employment by the
Corporation, you shall forfeit all unexercised options for
which the Corporation has not yet delivered share
certificates, in each case whether such options are granted
by this letter or otherwise. The decision of the Board of
Directors of the Corporation or such committee shall be
final.
(f) Subject to paragraph (e) hereof, if you die while in the
employ or engagement of the Corporation or any of its
affiliates or subsidiaries or if you die within a period of
three (3) months after your employment or engagement has
terminated, or if your employment or engagement is
terminated by reason of permanent and total disability (as
defined in Section 22(e)(3) of the Code), this option shall
become immediately exercisable in full and, in the case of
your death, your estate shall have the right to exercise
your options hereunder.
(g) Subject to paragraph (e) hereof, in the event your
employment or engagement with the Corporation or any of its
affiliates or subsidiaries is terminated for any reason
other than death or permanent and total disability (as
defined in Section 22(e)(3) of the Code), you shall be
entitled to exercise your rights hereunder as if your
employment or engagement had not been terminated.
(h) In the event of a "change in control," as hereinafter
defined, your options shall become immediately exercisable.
A "change in control" shall be deemed to have occurred if
(i) a tender offer shall be made and consummated for the
ownership of 51% or more of the outstanding voting
securities of the Corporation, (ii) the Corporation shall be
merged or consolidated with another corporation and as a
result of such merger or consolidation less than 60% of the
outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former
shareholders of the Corporation, other than affiliates
(within the meaning of the Securities and Exchange Act of
1934, as amended (the "1934 Act")) of any party to such
merger or consolidation, as the same shall have existed
immediately prior to such merger or consolidation, (iii) the
Corporation shall sell substantially all of its assets to
another corporation which is not a wholly owned subsidiary,
or (iv) a person within the meaning of Section 3 (a)(9) or
of Section 13(d)(3) (as in effect on the date hereof) of the
1934 Act, shall acquire 40% or more of the outstanding
voting securities of the Corporation (whether directly,
indirectly, beneficially or of record). For purposes
hereof, ownership of voting securities shall take into
account and shall include ownership as determined by
applying the provisions of Rule 13d-3(d)(1)(i) (as in effect
on the date hereof) pursuant to the 1934 Act.
(i) You may pay for shares purchased pursuant hereto (together
with any withholding taxes due with respect thereto) in cash
or by check at the time of exercise or with any other legal
consideration that may be acceptable to the Board of
Directors of the Corporation in its sole discretion at the
time of exercise.
When you wish to exercise your stock option in whole or in part,
please refer to the provisions of this letter and correspond in
writing with the Secretary of the Corporation. This is not an
incentive stock option under Section 422A of the Code. This
option may be subject to approval by the Corporation's
stockholders.
Very truly yours,
E. Kirk Shelton
President and Chief Operating Officer
EKS:kg
EXHIBIT 4.7
May 27, 1997
[Recipient]
Dear [Recipient]:
I am pleased to advise you that the Compensation Committee
("Committee") of the Board of Directors ("Board") of CUC
International Inc. (the "Corporation") has granted you non-
statutory employee options ("Options") to purchase _______ shares
of common stock, $.01 par value, of the Corporation (the "Common
Stock") at a price of $20.50 per share (the "Exercise Price"),
which the Committee believes to be the fair market value of a
share of Common Stock on April 18, 1997, the date of grant of the
Options.
Your option may be exercised under the following terms:
(a) You may purchase all or any part of the shares of the Common
Stock for which Options are herein granted (the "Option
Shares") on or after the date of the grant thereof through
the tenth anniversary of the date of grant of such Options,
April 18, 2007 (the "Expiration Date"). The Options shall
terminate and may not be exercised after the Expiration
Date.
(b) You may pay for Option Shares purchased pursuant hereto
(together with any withholding taxes due with respect
thereto) in cash or by check at the time of exercise or with
any other legal consideration that may be acceptable to the
Committee in its sole discretion at the time of exercise.
Prior to any issuance of Option Shares upon exercise of
Options, you must pay or make adequate provision for the
payment of any applicable federal, state or other
withholding obligations of the Corporation.
(c) The Options shall not be transferable except by will or the
laws of descent and distribution or pursuant to a domestic
relations order, as defined in the Internal Revenue Code of
1986, as amended (the "Code") or Title I of the Employee
Retirement Security Act or the rules thereunder. The
Options may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than as set
forth in the preceding sentence. The terms of this letter
will be binding upon your executors, administrators and
successors.
(d) Notwithstanding any other provision hereof, Option Shares
shall not be issued to you unless the exercise of the
Options and the issuance and delivery of such Option Shares
shall comply with all relevant provisions of law. You
understand that the Option Shares have not yet been
registered under the Securities Act of 1933, as amended (the
"Act"), and must be held by you indefinitely upon your
exercise of your Options to purchase Option Shares unless
and until such Option Shares are registered under the Act or
an exemption from such registration is available upon
disposition. The Corporation shall use all commercially
reasonable efforts to file with the Securities and Exchange
Commission within thirty (30) days after the date of this
letter, a registration statement on Form S-8 (or another
appropriate form) in respect of the Option Shares. You
acknowledge that until such a registration under the Act
becomes effective, a legend is required on the certificates
for the Option Shares to reflect the fact that the Option
Shares have not yet been registered under the Act, and agree
that such a legend may be placed on the certificates for the
Option Shares by the Corporation until such time as counsel
to the Corporation is of the opinion that such legend may be
removed. In addition, if required by the Corporation, prior
to the delivery to you of a certificate or certificates
representing the Option Shares purchased by you upon the
exercise of the Options, you shall deposit with the
Corporation a non-disposition letter (restricting
disposition by you of the Option Shares) in form
satisfactory to counsel for the Corporation.
(e) In the event of a stock split, stock dividend,
recapitalization, merger, consolidation, reorganization,
split-up, combination, or exchange of shares or the like,
the number and kind of shares subject to the Options and the
Exercise Price shall be appropriately adjusted by the Board
of Directors. The determination of the Board of Directors
in this regard shall be final.
(f) You shall not have any of the rights of a stockholder of the
Corporation with respect to any Option Shares, including the
right to receive dividends or distributions or to vote at
meetings of the stockholders of the Corporation, unless and
until the Options with respect to such Option Shares are
properly exercised.
(g) The Options are granted to you in connection with your
provision of services to the Corporation. Nothing in this
letter or otherwise confers upon you any right to continue
in the employ of the Corporation or any parent, subsidiary
or affiliate of the Corporation or limit in any way the
right of the Corporation or any parent, subsidiary or
affiliate to terminate your relationship at any time, with
or without cause.
(h) The exercise of the Options and the disposition of the
Option Shares will have federal and state tax consequences
to you. You should consult your tax advisor prior to
exercising any Options or disposing of any Option Shares.
(i) Any dispute regarding interpretation of this letter or the
terms of the Options will be submitted by you or the
Corporation to the Committee, which will review the dispute
at its next regular meeting. The resolution of the dispute
by the Committee will be final and binding on you and the
Corporation.
(j) This letter and the Options granted hereunder shall be
governed by, and construed in accordance with, the laws of
the State of Delaware, without giving effect to the
conflicts of laws principles thereof.
(k) The Options described herein are not incentive stock options
under Section 422A of the Code.
When you wish to exercise your Options, in whole or in part,
please refer to the provisions of this letter and correspond in
writing with the General Counsel of the Corporation.
Very truly yours,
E. Kirk Shelton
President and Chief Operating Officer
I hereby acknowledge receipt of this Option grant letter. I
represent that I have read and understand the terms and
provisions contained herein, and accept this grant of Options to
purchase ______ shares of Common Stock at an Exercise Price of
$20.50 per share with an Expiration Date of April 18, 2007. I
acknowledge that there may be adverse tax consequences to me upon
exercise of Options or disposition of Option Shares, and that I
should consult a tax advisor prior to such exercise or
disposition.
_____________________________
[Recipient]
EKS:jag
