<PAGE>
As filed with the Securities and Exchange Commission on February 18, 2000
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
JOHN HANCOCK FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3483032
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
JOHN HANCOCK PLACE
BOSTON, MASSACHUSETTS 02117
(Address of Principal Executive Offices
including Zip Code)
John Hancock
Financial Services, Inc.
Long-Term Stock
Incentive Plan
(Full title of the Plan)
THOMAS E. MOLONEY
CHIEF FINANCIAL OFFICER
JOHN HANCOCK FINANCIAL SERVICES, INC.
JOHN HANCOCK PLACE
BOSTON, MASSACHUSETTS 02117
(617) 572-6000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration fee
registered unit price
<S> <C> <C> <C> <C>
Common Stock, par 16,585,000(1) $14.625(2) $242,555,625.00(2) $64,034.69
value $.01 per
share
===============================================================================================================
</TABLE>
_______________________
(1) The number of shares of Company Common Stock to be offered pursuant to The
John Hancock Financial Services, Inc. Long-Term Stock Incentive Plan (the
"Plan")(16,585,000 shares). In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, and based on the average of the high and low prices per
share of the Common Stock as reported on the New York Stock Exchange for
February 16, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the following
documents heretofore filed by John Hancock Financial Services, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):
(a) The Company's Form S-1, effective January 26, 2000, Registration No.
333-87271;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Registration Statement referred to in (a) above; and
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, and any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock will be passed upon for the Company by
Philip Clarkson, Vice President and Counsel for the Company.
1
<PAGE>
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law (the "Delaware Law") permits a
Delaware corporation to include a provision in its Certificate of Incorporation,
and the Company's Restated Certificate of Incorporation so provides, eliminating
or limiting the personal liability of a director to the Corporation or its
Stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision may not eliminate or limit the liability of a
director (i) for any such of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Law which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions. Under Delaware
law, directors and officers may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with 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 (a "derivative action")) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interest of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In
derivative actions, indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and, in the event such person shall have been adjudged to be liable to
the corporation, only to the extent that a proper court shall have determined
that such person is fairly and reasonably entitled to indemnity for such
expenses.
The Company's Bylaws provide that directors and officers shall be, and at
the discretion of the Board of Directors, nonofficer employees may be,
indemnified by the Company to the fullest extent authorized by Delaware law, as
it now exists or may in the future be amended, against all expenses and
liabilities reasonably incurred in connection with service for or on behalf of
the Company and further permits the advancing of expenses incurred in defending
claims. The Bylaws also provide that the right of directors and officers to
indemnification shall be a contract right and shall not be exclusive of any
other right now possessed or hereafter acquired under any Bylaw, agreement, vote
of stockholders or otherwise. The Company's Certificate of Incorporation
contains a provision permitted by Delaware law that generally eliminates the
personal liability of directors for monetary damages for breaches of their
fiduciary duty, including breaches involving negligence or gross negligence in
business combinations, unless the director has breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or a knowing
violation of law, paid a dividend or approved a stock repurchase in violation of
the Delaware General Corporation Law or obtained an improper personal benefit.
This provision does not alter a director's liability under the Federal
securities laws. In addition, this provision does not affect the
2
<PAGE>
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty.
The Company maintains directors' and officers' reimbursement and liability
insurance pursuant to standard form policies. The risks covered by such
policies include certain liabilities under the securities law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned Company hereby undertakes:
-----------------
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information is contained in periodic
reports filed by the Company pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement;
(ii) reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement, unless the information is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement;
(iii) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration
3
<PAGE>
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 file a post-effective amendment to remove from registration any of
the securities being registered which remain unsold at the termination of the
offering.
(b) Subsequent Exchange Act Documents. The undersigned Company hereby
---------------------------------
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company'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.
(c) Indemnification. Insofar as indemnification for liabilities arising
---------------
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boston, Commonwealth of Massachusetts, on the 18th
day of February, 2000.
JOHN HANCOCK FINANCIAL
SERVICES, INC.
By:/s/ Stephen L. Brown
---------------------------------
Stephen L. Brown
Chairman and Chief Executive Officer
Each person whose signature appears below does hereby make, constitute and
appoint THOMAS E. MOLONEY and PHILIP CLARKSON and each of them with full power
without the other to act as his or her true and lawful attorney-in-fact and
agent, in his or her name, place and stead to execute on his or her behalf, as
an officer and/or director of John Hancock Financial Services, Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of 16,585,000 shares of the
Company's common stock, par value $0.01 ("Common Stock"), in connection with The
John Hancock Financial Services, Inc. Long-Term Stock Incentive Plan and any and
all amendments (including post-effective amendments) to the Registration
Statement, and file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 (the "Act"), and any and all other
instruments which either of said attorneys-in-fact and agents deems necessary or
advisable to enable the Company to comply with the Act, the rules, regulations
and requirements of the SEC in respect thereof, and the securities or Blue Sky
laws of any State or other governmental subdivision, giving and granting to each
of said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing whatsoever necessary or appropriate to be done in
and about the premises as fully to all intents as he or she might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his or her said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to
be done by virtue hereof.
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- -------------------------------- --------------------------------- ---------------------------
<S> <C> <C>
/s/ Stephen L. Brown Chairman and Chief Executive February 14, 2000
- ----------------------------
Stephen L. Brown Officer
/s/ David F. D'Alessandro President, Chief Operations February 14, 2000
- ----------------------------
David F. D'Alessandro Officer and Director
/s/ Foster L. Aborn Vice Chairman, Chief Investment February 14, 2000
- ----------------------------
Foster L. Aborn Officer and Director
/s/ Samuel W. Bodman Director February 14, 2000
- ----------------------------
Samuel W. Bodman
/s/ I. MacAllister Booth Director February 14, 2000
- ----------------------------
I. MacAllister Booth
/s/ Wayne A. Budd Director February 14, 2000
- ----------------------------
Wayne A. Budd
/s/ John M. Connors, Jr. Director February 14, 2000
- ----------------------------
John M. Connors, Jr.
/s/ Robert E. Fast Director February 14, 2000
- ----------------------------
Robert E. Fast
/s/ Kathleen Foley Feldstein Director February 14, 2000
- ----------------------------
Kathleen Foley Feldstein
/s/ Nelson F. Gifford Director February 14, 2000
- ----------------------------
Nelson F. Gifford
/s/ Michael C. Hawley Director February 14, 2000
- ----------------------------
Michael C. Hawley
/s/ Edward H. Linde Director February 14, 2000
- ----------------------------
Edward H. Linde
Director February , 2000
____________________________
Judith A. McHale
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Richard F. Syron Director February 14, 2000
- ------------------------
Richard F. Syron
/s/ Robert J. Tarr, Jr. Director February 14, 2000
- ------------------------
Robert J. Tarr, Jr.
</TABLE>
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- -------------------------- --------------------------------------------------------------------
<S> <C>
5 Opinion of Philip Clarkson, John Hancock Financial Services, Inc.
Vice President and Counsel (filed herewith)
23.1 Consent of Ernst & Young LLP (filed herewith)
23.2 Consent of Philip Clarkson, John Hancock Financial Services, Inc.
Vice President and Counsel (included in Exhibit 5)
24 Powers of Attorney (filed herewith - see pages 5-6 of the
Registration Statement)
99(i) The John Hancock Financial Services, Inc. Long-Term Stock Incentive
Plan (filed herewith).
</TABLE>
<PAGE>
Exhibit No. 5
February 18, 2000
John Hancock Financial Services, Inc.
John Hancock Place
Boston, Massachusetts 02117
Dear Sirs:
I have acted as counsel to John Hancock Financial Services, Inc, a Delaware
corporation (the "Company"), and I have participated in the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
under the Securities Act of 1933 (the "Act") relating to 16,585,000 shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), to be
issued pursuant to The John Hancock Financial Services, Inc. Long-Term Stock
Incentive Plan (the "Plan").
I am familiar with the written document which comprises the Plan, and in
rendering the opinion expressed below, I have examined and are relying on
originals, or copies certified or otherwise identified to my satisfaction, of
such other corporate records, documents, certificates or other instruments, as
in my judgment are necessary or appropriate as a basis for such opinion. In
rendering such opinion, I have noted that the exercise price of options to be
granted pursuant to the Plan will not be less than the fair market value of the
underlying shares as of the date of said options' grant.
Based on the foregoing, I am of the opinion that authorized but previously
unissued shares of Common Stock which may be issued by the Company pursuant to
the Plan have been duly authorized and when purchased in accordance with the
terms of the Plan will be validly issued, fully paid and non-assessable.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the Company's
Registration Statement. In giving such consent, I do not hereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Philip Clarkson
-------------------------
Philip Clarkson
Vice President and Counsel
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The John Hancock Financial Services, Inc. Long-Term Stock
Incentive Plan of our report dated April 26, 1999, with respect to the
consolidated financial statements of John Hancock Mutual Life Insurance Company
and subsidiaries included in its Registration Statement (Form S-1 No. 333-87271)
and related Prospectus filed with the Securities and Exchange Commission.
Our audit also included the financial statement schedules of John Hancock Mutual
Life Insurance Company and subsidiaries listed in Item 16(b) of its Registration
Statement (Form S-1 No. 333-87271). These schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Boston, Massachusetts
February 14, 2000
<PAGE>
Exhibit 99(i)
JOHN HANCOCK FINANCIAL SERVICES, INC
LONG-TERM STOCK INCENTIVE PLAN
SECTION 1. PURPOSE:
- --------- -------
The John Hancock Financial Services Long-Term Stock Incentive Plan (the "Plan")
has been adopted to encourage and create significant ownership of Common Stock.
Additional purposes of the Plan include:
. To provide meaningful incentive to Participants for making substantial
contributions to the Company Group's long-term business growth;
. To enhance the Company Group's ability to attract and retain key
individuals who will make such contributions; and
. To closely align the interests of these individuals with those of
Company shareholders by providing opportunities to build significant
longer term stock ownership.
SECTION 2. DEFINITIONS:
- --------- -----------
. AWARD means any Stock Option or Stock Award granted under the Plan.
. BOARD means the Company's Board of Directors.
. CODE means the Internal Revenue Code of 1986, as amended from time to
time.
. COMMITTEE means a committee of not less than two non-employee members of
the Board, appointed by the Board to administer the Plan. The Committee
shall be comprised of members who qualify to administer this Plan as
contemplated by both (a) Rule 16b-3 under the 1934 Act or any successor
rule and (b) Section 162(m) of the Code.
. COMMON STOCK means the Common Stock of the Company.
. COMPANY means John Hancock Financial Services, Inc., a corporation
established under the laws of the State of Delaware.
. A COMPANY GROUP means the Company and any entity that is directly or
indirectly controlled by the Company or any entity in which the Company
has a significant equity interest as determined by the Committee.
. FAIR MARKET VALUE means, with respect to Common Stock, the fair market
value of such property as determined by the Committee in good faith in
such
1
<PAGE>
manner as shall be established by the Committee from time to time.
Under no circumstances shall the Fair Market Value be less than the par
value of the Common Stock. Any time that the Common Stock is traded on a
public market, Fair Market Value means the last reported sale price at
which the Common Stock is traded on such date or, if no Common Stock is
traded on such date, on the most recent date on which Common Stock was
traded, as reflected on such public market.
. INCENTIVE STOCK OPTION, or ISO, means a Stock Option to purchase Shares
awarded to a Participant which is intended to meet the requirements of
Section 422 of the Code or any successor provision.
. NON-QUALIFIED STOCK OPTION, or NQSO, means a Stock Option to purchase
Shares of Common Stock awarded to a Participant which is not intended to
meet the requirements of Section 422 of the Code or any successor
provision.
. 1934 ACT means the Securities Exchange Act of 1934 as amended from time
to time.
. PARTICIPANT means a person selected by the Committee (or its delegate as
provided under Section 4) to receive an Award under the Plan.
. REPORTING PERSON means an individual who is subject to the reporting
requirements under Section 16(a) of the 1934 Act by virtue of his or her
relationship with the Company.
. SHARES means shares of the Common Stock of the Company.
. STOCK AWARD means an Award to a Participant comprised of Common Stock or
valued by reference to Common Stock granted under Section 7(c) of the
Plan.
. STOCK OPTION means an Award in the form of the right to purchase a
specified number of Shares at a specified price during a specified
period.
SECTION 3. EFFECTIVE DATES:
- --------- ---------------
The Plan shall be effective as of the date approved by the Board. No Awards may
be made under the Plan after ten years from the date of approval or earlier
termination of the Plan by the Board.
2
<PAGE>
SECTION 4. ADMINISTRATION:
- --------- --------------
The Plan shall be administered by the Committee. The Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable. The Committee shall also have full discretion to interpret
the provisions of the Plan. To the extent permitted by applicable law and the
provisions of the Plan, the Committee may delegate to one or more employee
members of the Board the power to make Awards to Participants who are not
Reporting Persons.
SECTION 5. ELIGIBILITY:
- --------- -----------
The following persons who are key to the Company Group's long-term success as
determined by the Committee shall be eligible to receive an Award under the
Plan, provided that such participation would not jeopardize the Plan's
compliance with Rule 16b-3 under the 1934 Act or any successor rule: (i)
employees of any member of the Company Group; (ii) general agents who provide,
and employees of any general agency which provides services to (including the
sale of products of) any member of the Company Group; and (iii) insurance
agents or brokers who are exclusive agents or brokers of the Company or its
subsidiaries, or who derive more than 50% of their annual income from the
Company Group.
SECTION 6. STOCK AVAILABLE FOR AWARDS:
- --------- --------------------------
(a) COMMON SHARES AVAILABLE. The maximum number of Shares available for
Awards under the Plan will be 16,585,000. The Shares of Common Stock underlying
any Awards which are forfeited, cancelled, reacquired by the Company, satisfied
without the issuance of Common Stock or otherwise terminated (other than by
exercise) shall be added back to the Shares of Common Stock available for
issuance under the Plan.
(b) SHARE USAGE LIMITS. For the period that the Plan is in effect the
aggregate number of Shares that may be granted as Stock Awards shall not exceed
3,317,000. Additionally, the aggregate number of Shares that may be covered by
Awards for any one Participant over the period that the Plan is in effect shall
not exceed 3,317,000. Shares available for use as Incentive Stock Options shall
be limited in aggregate to 13,268,000.
(c) ADJUSTMENTS. In the event of any stock dividend, stock split,
combination or exchange of Shares, merger, consolidation, spin-off or other
distribution (other than normal cash dividends) of assets to Company
shareholders, or any other change affecting Shares, such proportionate
adjustments, if any, as the Committee in its discretion may deem appropriate to
reflect such change shall be made with respect to (i) aggregate number of Shares
that may be issued under the Plan; (ii) the number of Shares covered by each
outstanding Award made under the Plan; and (iii) the option, base or purchase
price per Share for any outstanding Stock Options and other Awards
3
<PAGE>
granted under the Plan provided that any such actions are consistently and
equitably applicable to all affected Participants. In addition, any Shares
issued by the Company through the assumption or substitution of outstanding
grants or grant commitments from an acquired entity shall not reduce the Shares
available for issuance under the Plan.
SECTION 7. AWARDS:
- --------- ------
(a) GENERAL. The Committee shall determine the type or types of Award(s)
(as set forth below) to be made to each Participant and shall approve the terms
and conditions of all such Awards in accordance with Sections 4 and 8 of the
Plan. Awards may be granted singularly, in combination, or in tandem such that
the settlement of one Award automatically reduces or cancels the other. Awards
may also be made in replacement of, as alternatives to, or as form of payment
for grants or rights under any other employee compensation plan or arrangement
of the Company, including the plans of any acquired entity.
(b) STOCK OPTIONS. A Stock Option shall confer on a Participant the right
to purchase a specified number of Shares from the Company subject to the terms
and conditions of the Stock Option grant. The Committee shall establish the
option price at the time each Stock Option is awarded, provided that price shall
not be less than 100% of the Fair Market Value. Stock Options may be in the
form of ISOs or NQSOs. If a Participant owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
subsidiary or parent corporation and an ISO is awarded to such Participant, the
option price shall not be less than 110% of the Fair Market Value at the time
such ISO is awarded. The aggregate Fair Market Value at time of grant of the
Shares covered by ISOs exercisable by any one optionee in any calendar year
shall not exceed $100,000 (or such other limit as may be required by the Code).
The recipient of a Stock Option grant shall pay for the Shares at the time of
exercise in cash or such other forms as the Committee may approve, including
Shares valued at their Fair Market Value on the date of exercise, or in a
combination of forms. The Committee may also permit Participants to have the
option price delivered to the Company by a broker pursuant to an arrangement
whereby the Company, upon irrevocable instructions from a Participant, delivers
the exercised Shares to the broker.
(c) STOCK AWARDS. A Stock Award shall confer on a Participant the right to
receive a specified number of Shares, a cash equivalent payment, or a
combination of both subject to the terms and conditions of the Award, which may
include forfeitability contingencies based on continued employment with a member
of the Company Group or on meeting performance criteria or both. A Stock Award
may be in the form of Shares or share units. Such Awards may be subject to the
attainment of specified performance goals or targets, as determined by the
Committee and set forth in the specific Award agreements. The Committee may
also grant Stock Awards that are not subject to any restrictions.
4
<PAGE>
SECTION 8. GENERAL PROVISIONS APPLICABLE TO AWARDS:
- --------- ---------------------------------------
(a) TRANSFERABILITY. Except as permitted by the Committee in its sole
discretion, Awards under the Plan will be non-transferable and accordingly shall
not be assignable, alienable, saleable or otherwise transferable other than by
will or the laws of descent and distribution.
(b) GENERAL RESTRICTION. Each Award shall be subject to the requirement
that, if at any time the Committee shall determine, in its sole discretion, that
the listing, registration or qualification of any Award under the Plan upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the grant or
settlement thereof, such Award may not be exercised or settled in whole or in
part unless such listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions not acceptable to the
Committee.
(c) GRANT TERMS AND CONDITIONS. Subject to the other provisions of the
Plan, the Committee shall determine the provisions and duration of grants made
under this Plan, including the option prices for all Stock Options, the
consideration, if any, to be required from Participants for Stock Awards, and
the conditions under which a Participant will retain rights under this Plan in
the event of the Participant's termination of employment while holding any
outstanding Awards.
(d) TAX WITHHOLDING. A Participant's employer shall have the right to
deduct from any settlement of an Award, including the delivery or vesting of
Shares, made under the Plan, a sufficient amount to cover withholding of any
federal, state or local taxes required by law or to take such other actions as
may be necessary to satisfy any such withholding obligations. The Committee may
require or permit Shares to be used to satisfy required tax withholding and such
Shares shall be valued at their Fair Market Value on the date the tax
withholding is effective.
(E) DOCUMENTATION OF GRANTS. Awards made under the Plan shall be evidenced
by written agreements or such other appropriate documentation as the Committee
shall prescribe. The Committee need not require the execution of any instrument
or acknowledgment of notice of an Award under the Plan, in which case acceptance
of such Award by the respective Participant will constitute agreement to the
terms of the Award.
(F) SETTLEMENT. The Committee shall determine whether Awards are settled
in whole or in part in cash, Shares, or other Awards. The Committee may require
or permit a Participant to defer all or any portion of a payment under the Plan,
including the crediting of interest on deferred amounts denominated in cash.
(G) CHANGE IN CONTROL. In order to preserve a Participant's rights under
an Award in the event of a change in control of the Company, the Committee in
its discretion may, at the time an Award is made or at any time thereafter, take
one or more
5
<PAGE>
of the following actions: (i) provide for the acceleration of any time period
relating to the exercise or realization of the Award, (ii) provide for the
purchase of the Award upon the Participant's request for an amount of cash or
other property that could have been received upon the exercise or realization of
the Award had the Award been currently exercisable or payable, (iii) adjust the
terms of the Award in a manner determined by the Committee to reflect the change
in control, (iv) cause the Award to be assumed, or new rights substituted
therefore, by another entity, or (v) make such other provisions as the Committee
may consider equitable and in the best interests of the Company Group.
SECTION 9. MISCELLANEOUS:
- --------- -------------
(A) PLAN AMENDMENT. The Committee may amend the Plan as it deems necessary
or appropriate to better achieve the purposes of the Plan, except that no
amendment without the approval of the Company's shareholders shall be made which
would (i) increase the total number of Shares available for issuance under the
Plan; or (ii) cause the Plan not to comply with Rule 16b-3 of the 1934 Act or
Section 162(m) of the Code.
(B) NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment. Each member of the Company Group
expressly reserves the right at any time to dismiss a Participant free from any
liability or claim under the Plan, except as expressly provided by an applicable
agreement or other documentation of an Award.
(C) NO RIGHTS AS SHAREHOLDER. Only upon issuance of Shares to a
Participant (and only in respect to such Shares) shall the Participant obtain
the rights of a shareholder, subject, however, to any limitations imposed by the
terms of the applicable Award.
(D) NO FRACTIONAL SHARES. No fractional shares shall be issued under the
Plan. However, the Committee may provide for a cash payment as settlement in
lieu of any fractional shares.
(E) OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Except as expressly
determined by the Committee, settlements of Awards received by Participants
under this Plan shall not be deemed as part of a Participant's regular,
recurring compensation for purposes of calculating payments or benefits from any
Company Group benefit or severance program (or severance pay law of any
country). The above notwithstanding, the Company Group may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.
(F) UNFUNDED PLAN. The Plan shall be unfunded and shall not create, or be
construed to create a trust or separate fund(s). Likewise, the Plan shall not
establish any fiduciary relationship between any member of the Company Group and
any Participant or other person. To the extent any person holds any rights by
virtue of an
6
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Award granted under the Plan, such right shall be no greater than the right of
an unsecured general creditor.
(G) SUCCESSORS AND ASSIGNEES. The Plan shall be binding on all successors
and assignees of a Participant, including, without limitation, the estate of
such Participant and the executor, administrator or trustee of such estate, or
any receiver or trustee in bankruptcy or representative of the Participant's
creditors.
(H) GOVERNING LAW. The validity, construction and effect to the Plan and
any actions taken under or relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.
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