<PAGE> 1
As filed with the Securities and Exchange Commission on August 8, 1997
REGISTRATION NO. 333- __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 06-1047163
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
---------------------------
1990 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
PETER WIRTH, ESQ.
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Name, address and telephone number of agent for service)
with copies to:
MAUREEN P. MANNING, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed maximum
Title of each class of securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per share price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Genzyme General Division
Common Stock, $0.01 par value 500,000 shares $27.63(1) $13,815,000 $4,186.36
- -----------------------------------------------------------------------------------------------------------------------------------
Genzyme Tissue Repair Division
Common Stock, $0.01 par value 500,000 shares $10.16(1) $ 5,080,000 $1,539.39
- -----------------------------------------------------------------------------------------------------------------------------------
Genzyme Molecular Oncology
Division Common Stock, $0.01 500,000 shares $ 5.04(2) $ 2,520,000 $ 763.64
par value
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
(1) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(h) and based upon the average of the
high and low sale prices on August 1, 1997 in the case of the Genzyme
General Division Common Stock ("GGD Stock"), and on August 6, 1997 in
the case of the Genzyme Tissue Repair Division Common Stock ("GTR
Stock"), each as reported by the Nasdaq National Market System.
(2) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(h)(1) of the Securities Act of 1933,
as amended. Pusuant to Rule 457(h)(1), the maximum aggregate offering
price of the Genzyme Molecular Oncology Division Common Stock ("GMO
Stock") offered hereby is equal to the pro forma book value of such
shares computed as of June 30, 1997.
<PAGE> 3
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") are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) All other reports of the registrant filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.
(c) The description of the Genzyme General Division Common Stock ("GGD
Stock"), Genzyme Tissue Repair Division Common Stock ("GTR Stock"), Genzyme
Molecular Oncology Division Common Stock ("GMO Stock"), GGD Stock Purchase
Rights, GTR Stock Purchase Rights and GMO Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A filed on June 18, 1997,
including any further amendment or report filed hereafter for the purpose of
updating such description.
All documents filed after the date of this Registration Statement by
the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment that indicates that all
shares of GGD Stock, GTR Stock and GMO Stock offered hereunder have been sold or
which deregisters all shares of GGD Stock, GTR Stock and GMO Stock remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of chapter 156B of the Massachusetts Business Corporation
Law grants the Registrant the power to indemnify any director, officer, employee
or agent to whatever extent permitted by the Registrant's Restated Articles of
Organization, By-Laws or a vote adopted by the holders of a majority of the
shares entitled to vote thereon, if such indemnitee acted (a) in good faith in
the reasonable belief that his action was in the best interests of the
corporation or (b) to the extent that the matter for which indemnification is
sought relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Such indemnification may include payment by the Registrant of expenses incurred
in defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under the statute.
3
<PAGE> 4
Article VI of the Registrant's By-Laws provides that the Registrant
shall, to the extent legally permissible, indemnify each person who may serve or
who has served at any time as a director or officer of the corporation or of any
of its subsidiaries, or who at the request of the corporation may serve or at
any time has served as a director, officer or trustee of, or in a similar
capacity with, another organization or an employee benefit plan, against all
expenses and liabilities (including counsel fees, judgments, fines, excise
taxes, penalties and amounts payable in settlements) reasonably incurred by or
imposed upon such person in connection with any threatened, pending or completed
action, suit or other proceeding, whether civil, criminal, administrative or
investigative, in which he may become involved by reason of his serving or
having served in such capacity (other than a proceeding voluntarily initiated by
such person unless he is successful on the merits, the proceeding was authorized
by the corporation or the proceeding seeks a declaratory judgment regarding his
own conduct). Such indemnification shall include payment by the Registrant of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under Article VI, which
undertaking may be accepted without regard to the financial ability of such
person to make repayment.
The indemnification provided for in Article VI is a contract right
inuring to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law, and inures to the benefit of the heirs,
executors and administrators of such a person.
The Registrant also has in place agreements with certain officers and
directors which affirm the Registrant's obligation to indemnify them to the
fullest extent permitted by law and contain various procedural and other
provisions which expand the protection afforded by the Registrant's ByLaws.
Section 13(b)(1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate the directors' personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty, except in
circumstances involving (i) a breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unauthorized distributions and loans to insiders, and (iv) transactions from
which the director derived an improper personal benefit. Section VI.C.5 of the
Registrant's Restated Articles of Organization provides that no director shall
be personally liable to the corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, except to the extent that such
exculpation is not permitted under the Massachusetts Business Corporation Law as
in effect when such liability is determined.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index immediately following the signature page.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
4
<PAGE> 5
(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 of 1933;
(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 thereof) which, individually or in the
aggregate, represents 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)(ii) 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 Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 6
hereof, 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.
5
<PAGE> 6
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 Cambridge, Commonwealth of Massachusetts, on this 8th
day of August, 1997.
GENZYME CORPORATION
By: /s/ David J. McLachlan
----------------------------------
David J. McLachlan
Executive Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Genzyme Corporation,
hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan,
Evan M. Lebson and Peter Wirth, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8 including any
post-effective amendments thereto), and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henri A. Termeer President, Chief Executive August 8, 1997
- ---------------------------------- Officer and Director
Henri A. Termeer
/s/ David J. McLachlan Executive Vice President, August 8, 1997
- ---------------------------------- Finance and Chief Financial
David J. McLachlan Officer
/s/ Constantine E. Anagnostopoulos Director August 8, 1997
- ----------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director August 8, 1997
- ----------------------------------
Douglas A. Berthiaume
/s/ Henry E. Blair Director August 8, 1997
- ----------------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director August 8, 1997
- ----------------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director August 8, 1997
- ----------------------------------
Charles L. Cooney
/s/ Henry R. Lewis Director August 8, 1997
- ----------------------------------
Henry R. Lewis
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
- -------------- ----------- -----------
<S> <C> <C>
5.1 Opinion of Palmer & Dodge LLP as to the legality of 8
the securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P., independent 9
accountants.
23.2 Consent of Arthur Andersen LLP, independent 10
accountants to PharmaGenics, Inc.
23.3 Consent of Palmer & Dodge LLP (contained in Exhibit
5.1).
99.1 Genzyme Corporation 1990 Employee Stock Purchase 11
Plan, as amended by the Board of Directors of
Genzyme on April 7, 1997.
</TABLE>
7
<PAGE> 1
Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
August 8, 1997
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
We are rendering this opinion in connection with the registration
Statement on form S-8 (the "registration statement") filed by Genzyme
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), on or
about the date hereof. The Registration Statement relates to 500,000 shares of
Genzyme General Division Common Stock, $0.01 par value, 500,000 shares of
Genzyme Tissue Repair Division Common Stock, $0.01 par value, and 500,000 shares
of Genzyme Molecular Oncology Division Common Stock, $0.01 par value
(collectively, the "Shares"), offered pursuant to the provisions of the
Company's 1990 Employee Stock Purchase Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined all such documents as we consider necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under item 5 thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
8
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Genzyme Corporation for its 1990 Employee Stock Purchase Plan of
our reports dated February 27, 1997 on our audits of the consolidated financial
statements and financial statement schedule of Genzyme Corporation, the
combined financial statements and financial statement schedule of Genzyme
General Division and the combined financial statements and financial statement
schedule of Genzyme Tissue Repair Division as of December 31, 1995 and 1996 and
for each of the three years in the period ended December 31, 1996, which
reports are included in Genzyme Corporation's 1996 Annual Report on Form 10-K.
We also consent to the incorporation by reference in this Registration Statement
on form S-8 of Genzyme Corporation of our report dated April 7, 1997 on our
audit of the combined financial statements of Genzyme Molecular Oncology
Division as of December 31, 1995 and 1996 and for the period from December 1,
1994 (Date of Inception) through December 31, 1994, for the years ended December
31, 1995 and 1996 and cumulative for the period from December 1, 1994 (Date of
Inception) through December 31, 1996, which report is included in Genzyme
Corporation's Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 30, 1997.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
August 7, 1997
9
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 3, 1997
relating to the financial statements of PharmaGenics, Inc. included in Genzyme
Corporation's Form 8-K dated June 18, 1997.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Roseland, New Jersey
August 8, 1997
10
<PAGE> 1
Adopted by directors on March 15, 1990
Approved by shareholders on May 17, 1990
Amended by directors on August 9, 1990
Amended by directors on March 17, 1992
Approved by shareholders on May 21, 1992
Amended by directors on March 17, 1993
Approved by shareholders on May 21, 1993
Amended and restated by directors on August 25, 1994
Approved by shareholders on December 12, 1994
Amended by directors on April 12, 1995
Approved by shareholders on May 18, 1995
Restated to reflect 2:1 stock split of the General Stock on
July 25, 1996
Amended by directors on January 30, 1997
Amended by directors on April 7, 1997
Approved by shareholders May 29, 1997
Approved by shareholders on June 12, 1997
GENZYME CORPORATION
1990 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
The purpose of this 1990 Employee Stock Purchase Plan (the "Plan") is
to provide employees of Genzyme Corporation (the "Company") and its subsidiaries
who wish to become shareholders of the Company an opportunity to purchase shares
of common stock, $0.01 par value, of the Company (the "Shares"). The Plan is
intended to qualify as an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").
The Plan constitutes an amendment and restatement of the Company's 1988
Employee Stock Purchase Plan (the "1988 Plan"), which is hereby merged with and
into the Plan, and the separate existence of the 1988 Plan shall terminate on
the effective date of the Plan. The rights and privileges of the holders of
outstanding options or rights under the 1988 Plan shall not be adversely
affected by the foregoing action.
2. Eligible Employees.
Subject to the provisions of Sections 7, 8 and 9 below, any individual
who is in the full-time employment (as defined below) of the Company, or any of
its subsidiaries (as defined in Section 425(f) of the Code), the employees of
which are designated by the Board of Directors as eligible to participate in the
Plan, is eligible to participate in any Offering of Shares (as defined in
Section 3 below) made by the Company hereunder. Full-time employment shall
include all employees whose customary employment is:
(a) 20 hours or more per week and
11
<PAGE> 2
(b) more than five months
in the calendar year during which said Offering Date (as defined in Section 3
below) occurs or in the calendar year immediately preceding such year.
3. Offering Dates.
From time to time, the Company, by action of the Board of Directors,
will grant rights to purchase shares of the Genzyme General Division Common
Stock ("GGD Stock"), the Genzyme Tissue Repair Division Common Stock ("GTR
Stock") and/or the Genzyme Molecular Oncology Division Common Stock ("GMO
Stock") to employees eligible to participate in the Plan pursuant to one or more
offerings (each of which is an "Offering") on a date or series of dates (each of
which is an "Offering Date") designated for this purpose by the Board of
Directors. The Board or any Administrator designated pursuant to Section 17
shall determine the proportion of each class of Common Stock that may be
purchased in any Offering by participating employees. A reference to a class of
Shares also means each separate series of a single class.
4. Prices.
The price per share for each grant of rights hereunder shall be the
lesser of:
(a) eighty-five percent (85%) of the fair market value on the
Offering Date on which such right was granted of a share of the class of Common
Stock to which the right relates; or
(b) eighty-five percent (85%) of the fair market value on the date
such right is exercised of a share of the class of Common Stock to which the
right relates. At its discretion, the Board of Directors may determine a higher
price for a grant of rights.
5. Exercise of Rights and Method of Payment.
(a) Rights granted under the Plan will be exercisable periodically on
specified dates as determined by the Board of Directors.
(b) The method of payment for Shares purchased upon exercise of
rights granted shall be through regular payroll deductions or by lump sum cash
payment or both, as determined by the Board of Directors. No interest shall be
paid upon payroll deductions unless specifically provided for by the Board of
Directors.
(c) Any payments received by the Company from a participating
employee and not utilized for the purchase of Shares upon exercise of a right
granted hereunder shall be promptly returned to such employee by the Company
after termination of the right to which the payment relates.
6. Term of Rights.
The total period from an Offering Date to the last date on which rights
granted on that Offering Date are exercisable (the "Offering Period") shall in
no event be longer than twenty-
12
<PAGE> 3
seven (27) months. The Board of Directors when it authorizes an Offering may
designate one or more exercise periods during the Offering Period. Rights
granted on an Offering Date shall be exercisable in full on the Offering Date or
in such proportion on the last day of each exercise period as the Board of
Directors determines.
7. Shares Subject to the Plan.
No more than Two Million (2,000,000) shares of GGD Stock, One Million
One Hundred Thousand (1,100,000) shares of GTR Stock and Five Hundred Thousand
(500,000) shares of GMO Stock may be sold pursuant to rights granted under the
Plan (including shares heretofore issued pursuant to or subject to outstanding
options or rights granted under the 1988 Plan). Appropriate adjustments in the
above amounts, in the number of Shares covered by outstanding rights granted
hereunder, in the exercise price of the rights and in the maximum number of
Shares which an employee may purchase (pursuant to Section 8 below) shall be
made to give effect to any mergers, consolidations, reorganizations,
recapitalizations, stock splits, stock dividends or other relevant changes in
the capitalization of the Company occurring after the effective date of the
Plan, provided that no fractional Shares shall be subject to a right and each
right shall be adjusted downward to the nearest full Share. Any agreement of
merger or consolidation shall include provisions for protection of the then
existing rights of participating employees under the Plan. Either authorized and
unissued Shares or issued Shares heretofore or hereafter reacquired by the
Company may be subject to rights under the Plan. If for any reason any right
under the Plan terminates in whole or in part, Shares subject to such terminated
right may be subject to a right under the Plan.
8. Limitations on Grants.
(a) No employee shall be granted a right hereunder if such employee,
immediately after the right is granted would own stock or rights to purchase
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company, or of any subsidiary, computed in
accordance with Section 423(b)(3) of the Code.
(b) No employee shall be granted a right which permits his rights to
purchase shares under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) (or such other maximum as may be prescribed from time to time by the
Code) of the fair market value of such Shares (determined at the time such right
is granted) for each calendar year in which such right is outstanding at any
time in accordance with the provisions of Section 423(b)(8) of the Code.
(c) No right granted to any participating employee under an Offering,
when aggregated with rights granted under any other Offering still exercisable
by the participating employee, shall cover more shares than may be purchased at
an exercise price not to exceed fifteen percent (15%) of the employee's annual
rate of compensation on the date the employee elects to participate in the
Offering or such lesser percentage as the Board of Directors may determine.
9. Limit on Participation.
13
<PAGE> 4
Participation in an Offering shall be limited to eligible employees who
elect to participate in such Offering in the manner, and within the time
limitations, established by the Board of Directors when it authorizes the
Offering.
10. Cancellation of Election to Participate.
An employee who has elected to participate in an Offering may cancel
such election as to all (but not part) of the unexercised rights granted under
such Offering by giving written notice of such cancellation to the Company
before the expiration of any exercise period. Any amounts paid by the employee
for the Shares or withheld for the purchase of Shares from the employee's
compensation through payroll deductions shall be paid to the employee, without
interest unless otherwise determined by the Board of Directors, upon such
cancellation.
11. Termination of Employment.
Upon the termination of employment for any reason, including the death
of the employee, before the date on which any rights granted under the Plan are
exercisable, all such rights shall immediately terminate and amounts paid by the
employee for the Shares or withheld for the purchase of Shares from the
employee's compensation through payroll deductions shall be paid to the employee
or to the employee's estate, without interest unless otherwise determined by the
Board of Directors.
12. Employee's Rights as Shareholder.
No participating employee shall have any rights as a shareholder in the
Shares covered by a right granted hereunder until such right has been exercised,
full payment has been made for the corresponding Share and the Share certificate
is actually issued.
13. Rights Not Transferable.
Rights under the Plan are not assignable or transferable by a
participating employee and are exercisable only by the employee.
14. Amendments to or Discontinuation of the Plan.
The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice; provided, however, that
the then existing rights of all participating employees shall not be adversely
affected thereby, and provided further that, subject to the provisions of
Section 7 above, no such amendment to the Plan shall, without the approval of
the shareholders of the Company, increase the total number of shares of GGD
Stock, GTR Stock or GMO Stock which may be offered under the Plan.
15. Effective Date and Approvals.
Subject to the approval of the shareholders of the Company, this Plan
shall be effective on March 15, 1990, the date it was adopted by the Board of
Directors.
14
<PAGE> 5
The Company's obligation to offer, sell and deliver its Shares under
the Plan is subject to (i) the approval of any governmental authority required
in connection with the authorization, issuance or sale of such Shares, (ii)
satisfaction of the listing requirements of any national securities exchange on
which the Shares are then listed and (iii) compliance, in the opinion of the
Company's counsel, with all applicable federal and state securities and other
laws.
16. Term of Plan.
No rights shall be granted under the Plan after March 14, 2000.
17. Administration of the Plan.
The Board of Directors or any committee or person(s) to whom it
delegates its authority (the "Administrator") shall administer, interpret and
apply all provisions of the Plan as it deems necessary. Nothing contained in
this Section shall be deemed to authorize the Administrator to alter or
administer the provisions of the Plan in a manner inconsistent with the
provisions of Section 423 of the Code.
15
