<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1998
REGISTRATION NO. 333-63247
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------
WELLS FARGO & COMPANY
(FORMERLY NAMED NORWEST CORPORATION)
(Exact name of registrant as specified in its charter)
DELAWARE 6711 41-0449260
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
420 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94163
415-477-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------
STANLEY S. STROUP
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
WELLS FARGO & COMPANY
SIXTH AND MARQUETTE
MINNEAPOLIS, MINNESOTA 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------
WELLS FARGO & COMPANY 1982 EQUITY INCENTIVE PLAN
WELLS FARGO & COMPANY 1987 DIRECTOR OPTION PLAN
WELLS FARGO & COMPANY 1990 EQUITY INCENTIVE PLAN
WELLS FARGO & COMPANY 1990 DIRECTOR OPTION PLAN
WELLS FARGO & COMPANY LONG TERM INCENTIVE PLAN
FIRST INTERSTATE BANCORP 1983 PERFORMANCE STOCK PLAN
FIRST INTERSTATE BANCORP 1988 PERFORMANCE STOCK PLAN
FIRST INTERSTATE BANCORP 1991 DIRECTOR OPTION PLAN
FIRST INTERSTATE BANCORP 1991 PERFORMANCE STOCK PLAN
WELLS FARGO & COMPANY 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of plans)
---------------------
This Post-Effective Amendment No. 1 on Form S-8 to Registration Statement
on Form S-4 covers shares of the common stock, $1-2/3 par value, and associated
preferred stock purchase rights (together with such rights, the "Shares"), of
Wells Fargo & Company, formerly named Norwest Corporation (the "Registrant"),
that may be issued by the Registrant under the plans listed above. The plans
were assumed by WFC Holdings Corporation, a wholly-owned subsidiary of the
Registrant, as a result of the merger on November 2, 1998 of the former Wells
Fargo & Company with WFC Holdings Corporation. The Registrant originally
registered the Shares pursuant to its Registration Statement on Form S-4 filed
on September 11, 1998 (File No. 333-63247). The Registrant paid the
registration fee at the time of filing of the Form S-4 Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference: (i) annual report on Form 10-K for the year ended
December 31, 1997; (ii) quarterly reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998; (iii) current reports on Form 8-K filed
January 22, 1998, April 20, 1998, April 22, 1998, June 8, 1998, June 9, 1998,
June 12, 1998, June 18, 1998, July 22, 1998, August 5, 1998, October 21, 1998
and October 22, 1998; (iv) current report on Form 8-K filed October 13, 1997
containing a description of the Common Stock; and (v) registration statement on
Form 8-A dated December 6, 1988, as amended pursuant to Form 8-A/A dated October
14, 1997, relating to preferred stock purchase rights attached to shares of
Common Stock.
All documents filed by Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment that indicates all
securities offered have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of such filing. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document that also
is, or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of the Registrant and
subsidiaries as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, included in the Registrant's annual
report on Form 10-K for the year ended December 31, 1997, incorporated by
reference herein, have been incorporated herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.
II-1
<PAGE>
The legality of the shares of Common Stock to which this Registration
Statement relates has been passed upon by Stanley S. Stroup, Executive Vice
President and General Counsel of the Registrant. Mr. Stroup beneficially owns
shares of Common Stock and options to purchase additional shares of Common
Stock. As of the date of this Registration Statement, the number of shares Mr.
Stroup owns or has the right to acquire upon exercise of his options is, in the
aggregate, less than 0.1% of the outstanding shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with action, suit or proceeding. Article Fourteenth of the Restated Certificate
of Incorporation of the Registrant provides for broad indemnification of
directors and officers. The Registrant also maintains insurance coverage
relating to certain liabilities of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a posteffective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent posteffective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was
II-2
<PAGE>
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Section
230.424(b) of this chapter) if, in the aggregate,
the changes in volume and price represent no more
than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 of section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 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 the initial bona fide offering thereof.
II-3
<PAGE>
(c) 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.
II-4
<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 POST-EFFECTIVE
AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN
FRANCISCO, STATE OF CALIFORNIA, ON NOVEMBER 5, 1998.
WELLS FARGO & COMPANY
By: /s/ Richard M. Kovacevich
-------------------------
Richard M. Kovacevich
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4
HAS BEEN SIGNED ON NOVEMBER 5, 1998 BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- -----------------------------------
Richard M. Kovacevich (Principal Executive Officer)
/s/ Rodney L. Jacobs Vice Chairman and Chief
- -----------------------------------
Rodney L. Jacobs Financial Officer
(Principal Financial Officer)
/s/ Les L. Quock Controller
- -----------------------------------
Les L. Quock (Principal Accounting Officer)
LES BILLER )
J.A. BLANCHARD III )
DAVID A. CHRISTENSEN )
SUSAN E. ENGEL )
PAUL HAZEN )
WILLIAM A. HODDER )
RODNEY L. JACOBS )
REATHA CLARK KING ) A majority of the
RICHARD M. KOVACEVICH ) Board of Directors*
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )
- ----------------------------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ Richard M. Kovacevich
-----------------------------------
Richard M. Kovacevich
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
------ ----------- ------
<S> <C> <C>
5 Opinion of General Counsel of Wells Fargo &
Company Corporation.*
23.1 Consent of General Counsel of Wells Fargo &
Company (included as part of Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP. Electronic Transmission
24.1 Power of Attorney for Paul Hazen. Electronic Transmission
24.2 Power of Attorney for Rodney L. Jacobs. Electronic Transmission
24.3 Powers of Attorney for other directors.*
99.1 Wells Fargo & Company 1982 Equity Incentive
Plan (incorporated by reference to Exhibit
10(g) to the former Wells Fargo & Company's
Form 10-K for the year ended December 31,
1993).
99.2 Wells Fargo & Company 1987 Director Option
Plan (incorporated by reference to Exhibit
A to the former Wells Fargo & Company's
Proxy Statement filed March 10, 1995 and to
Exhibit 10 of the former Wells Fargo &
Company's Form 10-Q filed November 13,
1997).
99.3 Wells Fargo & Company 1990 Equity Incentive
Plan (incorporated by reference to Exhibit
10(f) of the former Wells Fargo & Company's
Form 10-K for the year ended December 31,
1995).
99.4 Wells Fargo & Company 1990 Director Option
Plan (incorporated by reference to Exhibit
10(c) of the former Wells Fargo & Company's
Form 10-K for the year ended December 31,
1997).
99.5 Wells Fargo Long-Term Incentive Plan
(incorporated by reference to Exhibit A to
the former Wells Fargo & Company's Proxy
Statement filed March 14, 1994).
<PAGE>
99.6 First Interstate Bancorp 1988 Performance
Stock Plan (incorporated by reference to
First Interstate Bancorp's Registration
Statement on Form S-8, file no. 033-23404,
and to the former Wells Fargo & Company's
Post-Effective Amendment No. 1 on Form S-8
filed on April 2, 1996, file no. 033-
64575).
99.7 First Interstate Bancorp 1983 Performance
Stock Plan (incorporated by reference to
First Interstate Bancorp's Registration
Statement on Form S-8, file no. 2-82812,
and to the former Wells Fargo & Company's
Post-Effective Amendment No. 1 on Form S-8
filed on April 2, 1996, file no. 033-
64575).
99.8 First Interstate Bancorp 1991 Director
Option Plan (incorporated by reference to
First Interstate Bancorp's Registration
Statement on Form S-8, file no. 033-37299,
and to the former Wells Fargo & Company's
Post-Effective Amendment No. 1 on Form S-8
filed on April 2, 1996, file no. 033-
64575).
99.9 First Interstate Bancorp 1991 Performance
Stock Plan (incorporated by reference to
First Interstate Bancorp's Registration
Statement on Form S-8, file no. 033-38903,
and to the former Wells Fargo & Company's
Post-Effective Amendment No. 1 on Form S-8
filed on April 2, 1996, file no. 033-
64575).
99.10 Wells Fargo & Company Employee Stock Electronic Transmission
Purchase Plan
</TABLE>
- ----------------------
* Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-4 to which this Post-Effective Amendment No. 1 relates.
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Wells Fargo & Company
We consent to the use of our report dated January 15, 1998, on the consolidated
financial statements of Norwest Corporation (now named Wells Fargo & Company)
incorporated herein by reference and to the reference to our firm under the
heading "EXPERTS" in the registration statement.
/s/ KPMG Peat Marwick LLP
November 5, 1998
Minneapolis, Minnesota
<PAGE>
EXHIBIT 24.1
WELLS FARGO & COMPANY
(formerly named Norwest Corporation)
Power of Attorney
of Director and/or Officer
WHEREAS the undersigned became a director and/or officer of Wells Fargo &
Company, a Delaware corporation formerly named Norwest Corporation (the
"Corporation") effective upon the merger of the former Wells Fargo & Company
("Old Wells Fargo") with WFC Holdings Corporation, a wholly-owned subsidiary of
the Corporation ("WFC Holdings").
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP and JOHN T.
THORNTON, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of the Corporation to a Registration Statement on
Form S-4 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by the Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 910,000,000 shares of Common Stock of
the Corporation, adjusted for any change in the number of outstanding shares of
Common Stock resulting from stock splits, reverse stock splits or stock
dividends occurring after the date hereof, issuable in connection with the
merger of Old Wells Fargo with WFC Holdings, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to
be effective November 3, 1998.
/s/ Paul Hazen
-----------------------------------
Paul Hazen
<PAGE>
EXHIBIT 24.2
WELLS FARGO & COMPANY
(formerly named Norwest Corporation)
Power of Attorney
of Director and/or Officer
WHEREAS the undersigned became a director and/or officer of Wells Fargo &
Company, a Delaware corporation formerly named Norwest Corporation (the
"Corporation") effective upon the merger of the former Wells Fargo & Company
("Old Wells Fargo") with WFC Holdings Corporation, a wholly-owned subsidiary of
the Corporation ("WFC Holdings").
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make,
constitute and appoint RICHARD M. KOVACEVICH, STANLEY S. STROUP and JOHN T.
THORNTON, and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of the Corporation to a Registration Statement on
Form S-4 or other applicable form, and all amendments, including post-effective
amendments, thereto, to be filed by the Corporation with the Securities and
Exchange Commission, Washington, D.C., in connection with the registration under
the Securities Act of 1933, as amended, of 910,000,000 shares of Common Stock of
the Corporation, adjusted for any change in the number of outstanding shares of
Common Stock resulting from stock splits, reverse stock splits or stock
dividends occurring after the date hereof, issuable in connection with the
merger of Old Wells Fargo with WFC Holdings, and to file the same, with all
exhibits thereto and other supporting documents, with said Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to
be effective November 3, 1998.
/s/ Rodney L. Jacobs
----------------------------------------
Rodney L. Jacobs
<PAGE>
EXHIBIT 99.10
WELLS FARGO & COMPANY
1996 EMPLOYEE STOCK PURCHASE PLAN
(The Wells Fargo & Company 1996 Employee Stock Purchase Plan, as adopted
January 16 and amended February 20, 1996, by the Board of Directors, approved by
the shareholders April l6, l996, and further amended for all options granted on
or after August 1, l996, is set forth below)
1. PURPOSE
The Wells Fargo & Company 1996 Employee Stock Purchase Plan (the "Plan")
is intended to provide an opportunity to participate in the ownership of Wells
Fargo & Company (the "Company") for eligible employees of the Company and such
other companies ("Participating Companies") as the Committee (as defined below)
shall from time to time designate; provided that each such company shall qualify
as a "parent corporation" or "subsidiary corporation," as defined in Section
424(e) and (f) of the Internal Revenue Code of 1986 (the "Code"), on the first
day of the relevant period determined in accordance with Section 4 (the "Option
Period"). It is further intended that the Plan shall qualify as an "employee
stock purchase plan," as defined in Section 423 of the Code, but shall permit
offerings that do not qualify under Section 423.
2. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") appointed
by the Board of Directors of the Company (the "Board"). The Committee shall
have full authority to administer the Plan, including authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary. The Committee may delegate
part or all of its obligations and authority hereunder to one or more employees
or directors of the Company or a parent or subsidiary company, in which case the
term "Committee" shall relate to such delegate. Decisions of the Committee
shall be final and binding on all parties who have an interest in the Plan.
3. EFFECTIVE DATE AND TERM OF PLAN
(a) No Option Period shall commence and no options shall be granted
under the Plan until the Plan has been approved by the Company's shareholders.
If shareholder approval is not obtained within 12 months after the date of the
Board's adoption of the Plan, then the Plan shall terminate.
<PAGE>
(b) Unless terminated under Section 3(a) above, the Plan shall terminate
at such time as the Committee shall designate, but in no event shall the Plan
continue beyond the date on which all shares available for issuance under the
Plan shall have been issued.
4. OPTION PERIODS
The Plan shall have one or more Option Periods. The existence and the
first day of any Option Period shall be determined by the Committee. Each
Option Period shall run for a period specified by the Committee not to exceed 27
months, and the Committee shall designate the final day of each Option Period so
as to facilitate administration of the Plan. Option Periods need not be of the
same length and may run successively or concurrently, in whole or in part.
5. ELIGIBILITY AND PARTICIPATION
Each employee of the Company or any of the Participating Companies shall
be eligible to participate in the Plan during an Option Period except (i)
employees who have not completed an introductory period of employment of three
months (or such other minimum period of service as may be specified by the
Committee) as of the initial date of that Option Period (including service with
the Company, a Participating Company or an acquired employer that is credited
for purposes of determining eligibility under the Company's qualified retirement
plan), (ii) any one or more employees excluded in the sole discretion of the
Committee who are members of that classification of employees described in Code
Section 423(b)(4), and (iii) at the discretion of the Committee in the case of
an offering that is not intended to qualify under Section 423 of the Code, any
employee not compensated on a salaried or full-commission basis or such other
class of employees as the Committee may specify. All eligible employees may
become participants with respect to an Option Period by executing such
instruments or taking such other action, if any, as the Committee may specify.
6. STOCK
The stock subject to the Plan shall be shares of the Common Stock of the
Company which are authorized but unissued or which have been reacquired. In
connection with the sale of shares under the Plan, the Company may repurchase
shares of Common Stock in the open market or otherwise. The aggregate amount of
stock which may be sold pursuant to the Plan shall not exceed 750,000 shares
(subject to adjustment as provided in Section 8).
7. OPTIONS
Options shall be granted in such form as the Committee may from time to
time approve, and shall conform to the following terms and conditions:
2
<PAGE>
(a) OPTION PRICE. The option price shall be not less than the lower
of
(1) a specified percentage (not less than 85
percent) of the fair market value of the Company's Common Stock on the
first day of the Option Period or
(2) a specified percentage (not less than 85 percent) of the
fair market value of the Company's Common Stock on the last day of the
Option Period
as determined by the Committee prior to the commencement of an Option
Period (the "Applicable Percentages"). For purposes of the Plan the fair
market value of the Company's Common Stock on any day shall be the
average of the closing prices as recorded by the New York Stock Exchange
Composite Tape for the five preceding trading days.
(b) PAYMENT. Payment for Common Stock to be purchased under the Plan
shall be solely from amounts collected from participants in such manner
and at such time as the Committee shall decide, plus interest at a rate
determined by the Committee. The maximum amount which may be applied to
the purchase of Common Stock under the Plan may not exceed the lower of
(1) a stated percentage of a participant's benefits compensation (not to
exceed 15 percent) calculated as of a certain day for each Option Period,
as specified by the Committee, or (2) $15,000. The Committee may exclude
or average certain items of compensation including, but not limited to,
certain incentive compensation, bonuses, overtime pay, deferred
compensation or contributions or benefits under any employee benefit
plan. If an offering is intended to qualify under Section 123 of the
Code, however, no item of compensation will be included which would cause
the offering to fail to so qualify.
(c) NUMBER OF SHARES. On the first day of any Option Period, a
participant shall be granted an option to purchase up to a fixed number
of shares of Common Stock determined as of such date by dividing the
total amount estimated to be collected pursuant to Section 7(b)
(including estimated interest thereon) by 100 percent of the fair market
value of the Company's Common Stock on the first day of the Option Period
and multiplying the result by a constant number, not to exceed one and
one-half, specified by the Committee for such Option Period. If the
total number of shares of Common Stock for which options are to be
granted on any date in accordance with the terms of the Plan exceed the
number of shares then remaining available under the Plan (after deduction
of all shares for which options have been exercised or are then
outstanding), the Committee shall make a pro rata allocation of the
shares remaining available in as near as uniform a manner as shall be
practicable and as it shall deem equitable.
3
<PAGE>
The Committee shall give written notice of such allocation to each
participant affected thereby.
(d) TERMINATION OF EMPLOYMENT. If, prior to the end of an Option
Period, a participant ceases to be employed by the Company or a
Participating Company for any reason, including death or retirement, the
participant's option shall terminate, and any amounts collected from the
participant, together with interest thereon, shall be paid to the
participant or the participant's personal representative.
(e) TERMINATION OF OPTION. A participant may, during an Option
Period, terminate his or her option, by giving written notice, in such
manner and at such time as the Committee may specify. If an option is
terminated, any amounts collected from the participant, together with
interest thereon, shall be paid to the participant and no further amounts
will be collected during the Option Period. However, a participant may
irrevocably elect to participate in an Option Period and may agree to
additional conditions to withdrawal if necessary for regulatory purposes,
subject to the termination of employment provisions in Section 7(d).
(f) CHANGE IN STATUS. The Committee may determine on a uniform basis
with respect to any Option Period whether a participant who is on a leave
of absence or on salary continuation or who experiences a significant
reduction in pay beyond the participant's control or converts from a
salaried to an hourly position will be deemed to have terminated
employment after a specified period for purposes of Section 7(d) or under
what circumstances such a participant may continue his or her option in
effect during such Option Period.
(g) EXERCISE. Each option shall be exercised automatically on the
last day of the Option Period, unless the option has been previously
terminated pursuant to Section 7(d) or 7(e). Any balance in the
participant's account (including interest) shall be promptly paid to the
participant.
(h) ASSIGNABILITY. Options under the Plan shall not be assignable or
transferable by the participant and shall be exercisable only by the
participant.
(i) RIGHTS AS SHAREHOLDER. A participant shall have no rights as a
shareholder with respect to shares covered by any option granted under
the Plan until the option is exercised. No adjustments will be made for
dividends or other rights for which the record date is prior to the date
of exercise.
(j) ACCRUAL LIMITATIONS. No option that is granted under the Plan
shall permit the rights of a participant to purchase stock under the Plan
and all "employee stock purchase plans" (as defined in Section 423 of the
Code) of the Company or its "parent corporations" or "subsidiary
corporations" (as defined in Section 424(f) of the Code) to accrue at a
rate, specified by the Committee (not to
4
<PAGE>
exceed $25,000 of fair market value of such stock determined at the time
such option is granted) for each calendar year in which such option is
outstanding at any time. The Committee shall specify at the beginning of
each Option Period whether the offering for such Option Period is
intended to qualify under Section 423 of the Code. No option shall be
granted to an employee if the employee would own (within the meaning of
Section 424(d) of the Code), or hold outstanding options to purchase,
immediately after the grant, stock possessing 5 percent or more of the
total combined voting power or value of all classes of stock of the
Company or any of its subsidiary corporations.
(k) OTHER PROVISIONS. Options may contain terms, not inconsistent
with the Plan, as the Committee deems advisable.
8. CAPITAL ADJUSTMENTS
If any change is made in the Common Stock subject to the Plan, or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, split-up, combination of
shares, exchange of shares, change in corporate structure, or otherwise),
appropriate adjustments shall be made as to the maximum number of shares subject
to the Plan, and the number of shares and price per share of stock subject to
outstanding options.
9. AMENDMENTS
The Board or Committee may from time to time alter, amend, suspend, or
discontinue the Plan at any time not subject to options; provided, however, that
no such action may, without the approval of shareholders of the Company, (i)
increase the number of shares subject to the Plan (unless necessary to effect
the adjustments required under Section 8), (ii) unless the Committee determines
thereafter to grant only offerings that do not qualify under Section 423 of the
Code, change the class of companies eligible to become Participating Companies
or (iii) make any other change with respect to which the Board or Committee
determines that shareholder approval is required by applicable law or regulatory
standards.
10. NO EMPLOYMENT OBLIGATION
Nothing contained in the Plan (or in any option granted pursuant to the
Plan) shall confer upon any employee any right to continue in the employ of the
Company or any affiliate or constitute any contract or agreement of employment
or interfere in any way with the right of the Company or an affiliate to reduce
such employee's compensation from the rate in existence at the time of the
granting of an option or to terminate such employee's employment at any time,
with or without cause, but nothing contained herein or in any option shall
affect any contractual rights of an employee pursuant to a written employment
agreement.
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11. USE OF PROCEEDS
The cash proceeds received by the Company from the issuance of shares
pursuant to options under the Plan shall be used for general corporate purposes.
12. REGULATORY APPROVALS
The implementation of the Plan, the granting of any option under the
Plan, and the issuance of Common Stock upon the exercise of any such option
shall be subject to the Company's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the
options granted under it or the Common Stock issued pursuant to it.
13. GOVERNING LAW
To the extent not otherwise governed by federal law, the Plan and its
implementation shall be governed by and construed in accordance with the laws of
the State of California.
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