<PAGE> 1
As filed with the Securities and Exchange Commission on September 13, 1994
Registration Statement No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PAINE WEBBER GROUP INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-2760086
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
</TABLE>
1285 Avenue of the Americas
New York, New York 10019
(Address, including zip code, of principal executive offices)
----------------------
PAINE WEBBER GROUP INC. 1994 STOCK AWARD PLAN
(full title of the plan)
----------------------
Theodore A. Levine
Vice President, General Counsel and Secretary
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, New York 10019
(212) 713-2879
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered (1) Share (2) Price (2) Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1 par value) 7,500,000 $15.6875 $117,656,250 $40,572.50
================================================================================================================================
</TABLE>
(1) The aggregate maximum number of shares of Common Stock which may be
granted or awarded under the Plan during the following three calendar
years (or any part of any such calendar year) during which the Plan is
effective. Also being registered pursuant to Rule 416 are such
additional indeterminate number of shares of Common Stock as may be
required to cover possible antidilution adjustments under the Plan.
(2) The calculation is made solely for the purpose of determining the
amount of the registration fee and is computed upon the basis of the
average of the high and low prices reported in the consolidated
reporting system as of September 9, 1994.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant
are incorporated by reference in this Prospectus as of its effective date:
a. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993; filed with the Commission on March 30, 1994;
b. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994 and June 30, 1994;
c. The Registrant's Current Report on Form 8-K, filed with the
Commission dated January 27, 1994, March 17, 1994, March 18, 1994, June 15,
1994, July 28, 1994 and August 5, 1994; and
d. The description of the Common Stock set forth in the
Registrant's registration statement on Form 8 as filed with the Securities and
Exchange Commission, under Section 12 of the Exchange Act, including Amendment
No. 4 thereto dated January 30, 1986, and any other amendment or report filed
under the Exchange Act for the purpose of updating such description.
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
The consolidated financial statements and schedules of the Registrant
incorporated by reference in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993 have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young pertaining to
such financial statements to the extent covered by consents filed with the
Securities and Exchange Commission and given upon the authority of such firm as
experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon for
the Registrant by Theodore A. Levine, Vice President and General Counsel of
Registrant, who owns beneficially 24,750 shares of Registrant's Common Stock
(all of which are Restricted Stock) and options to purchase 30,000 shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors or officers
of a corporation in certain circumstances. Under Article VII of the By-laws of
the registrant, filed as Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1987, which Exhibit is incorporated
herein by reference, the registrant has the power to and under certain
circumstances is required to indemnify its directors or officers.
The registrant also maintains directors and officers liability and
corporate reimbursement insurance which provides for coverage against loss
arising from claims made against directors and officers in their capacity as
such. The general scope of coverage is any breach of duty, neglect, error,
misstatement, misleading statement or omission. Such policy does not exclude
liabilities under the Securities Act of 1933, as amended. The registrant also
maintains fiduciary liability insurance for losses in connection with claims
made against directors or officers for violation of any of the
responsibilities, obligations or duties imposed upon fiduciaries under the
Employee Retirement Income Act of 1974 ("ERISA").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Paine Webber Group Inc. 1994 Stock Award Plan
4.2 Form of Stock Option Agreement
4.3 Form of Restricted Stock Unit Agreement
4.4 Form of Restricted Stock Agreement
5 Opinion of Theodore A. Levine as to Legality of
Securities being Registered
23.1 Consent of Ernst & Young
23.2 Consent of Theodore A. Levine (set forth in Exhibit 5
Opinion)
24 Power of Attorney (set forth on the signature pages
of this Registration Statement)
2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act 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 post effective amendment
thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in the
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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and 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 the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
3
<PAGE> 5
(b) 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.
(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, 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.
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 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 New York, State of New York, on August 31,
1994.
PAINE WEBBER GROUP INC.
(Registrant)
By /s/ Donald B. Marron
-----------------------------------
Donald B. Marron
Chairman of the Board and
Chief Executive Officer
4
<PAGE> 6
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints DONALD B. MARRON, PIERCE R. SMITH and
REGINA A. DOLAN, and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald B. Marron Chairman of the Board, August 31, 1994
- ---------------------- Chief Executive Officer
Donald B. Marron and Director (principal
executive officer)
/s/ Regina A. Dolan Vice President and Chief August 31, 1994
- ----------------------- Financial Officer (principal
Regina A. Dolan financial and accounting
officer)
/s/ T. Stanton Armour Director August 31, 1994
- -----------------------
T. Stanton Armour
</TABLE>
5
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ E. Garrett Bewkes, Jr Director August 31, 1994
- --------------------------
E. Garrett Bewkes, Jr
/s/ John A. Bult Director August 31, 1994
- -------------------------
John A. Bult
/s/ Reto Braun Director August 31, 1994
- -------------------------
Reto Braun
/s/ Yozo Fujisawa Director August 31, 1994
- -------------------------
Yozo Fujisawa
/s/ Joseph J. Grano, Jr. Director August 31, 1994
- -------------------------
Joseph J. Grano, Jr.
/s/ Paul B. Guenther Director August 31, 1994
- -------------------------
Paul B. Guenther
/s/ John E. Kilgore, Jr. Director August 31, 1994
- -------------------------
John E. Kilgore, Jr.
/s/ James W. Kinnear Director August 31, 1994
- -------------------------
James W. Kinnear
/s/ Robert M. Loeffler Director August 31, 1994
- -------------------------
Robert M. Loeffler
/s/ Edward Randall, III Director August 31, 1994
- -------------------------
Edward Randall, III
/s/ Henry Rosovsky Director August 31, 1994
- -------------------------
Henry Rosovsky
/s/ Kyosaku Sorimachi Director August 31, 1994
- -------------------------
Kyosaku Sorimachi
</TABLE>
6
<PAGE> 8
EXHIBIT INDEX
-------------
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- -----------
4.1 Paine Webber Group Inc. 1994 Stock Award Plan
4.2 Form of Stock Option Agreement
4.3 Form of Restricted Stock Unit Agreement
4.4 Form of Restricted Stock Agreement
5 Opinion of Theodore A. Levine as to Legality of
Securities being Registered
23.1 Consent of Ernst & Young
23.2 Consent of Theodore A. Levine (set forth in
Exhibit 5 Opinion)
24 Power of Attorney (set forth on the signature
pages of this Registration Statement)
<PAGE> 1
EXHIBIT 4.1
PAINE WEBBER GROUP INC.
- -------------------------------------------------------------------------------
1994 STOCK AWARD PLAN
- -------------------------------------------------------------------------------
<PAGE> 2
PAINE WEBBER GROUP INC.
- -------------------------------------------------------------------------------
1994 STOCK AWARD PLAN
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. Purpose.......................................................... 1
2. Definitions...................................................... 1
3. Administration................................................... 2
(a) Authority of the Committee............................... 2
(b) Manner of Exercise of Committee Authority................ 2
(c) Limitation of Liability.................................. 2
4. Stock Subject to Plan............................................ 2
5. Eligibility...................................................... 3
6. Specific Terms of Awards......................................... 3
(a) General.................................................. 3
(b) Options.................................................. 3
(c) Stock Appreciation Rights................................ 4
(d) Restricted Stock......................................... 4
(e) Restricted Units......................................... 5
(f) Bonus Stock and Awards in Lieu of Cash Obligations....... 6
(g) Dividend Equivalents..................................... 6
(h) Other Stock-Based Awards................................. 7
7. Certain Provisions Applicable to Awards.......................... 7
(a) Stand-Alone, Additional, Tandem, and Substitute Awards... 7
(b) Performance Conditions................................... 7
(c) Term of Awards........................................... 7
(d) Form and Timing of Payment Under Awards; Deferrals....... 8
</TABLE>
<PAGE> 3
PAINE WEBBER GROUP INC.
- -------------------------------------------------------------------------------
1994 STOCK AWARD PLAN
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
8. General Provisions............................................... 8
(a) Compliance With Legal and Other Requirements.............. 8
(b) Limits on Transferability; Beneficiaries.................. 8
(c) Adjustments............................................... 9
(d) Taxes..................................................... 9
(e) Changes to the Plan and Awards............................ 9
(f) Limitation on Rights Conferred Under Plan................ 10
(g) Unfunded Status of Awards; Creation of Trusts............. 10
(h) Nonexclusivity of the Plan................................ 10
(i) Payments in the Event of Forfeitures; Fractional Shares... 10
(j) Governing Law............................................ 10
(k) Effective Date............................................ 10
</TABLE>
<PAGE> 4
PAINE WEBBER GROUP INC.
1994 STOCK AWARD PLAN
1. Purpose. The purpose of this 1994 Stock Award Plan (the
"Plan") is to assist Paine Webber Group Inc. ("PaineWebber") and its
subsidiaries in attracting, retaining, and rewarding high-quality employees,
enabling such employees to acquire or increase a proprietary interest in
PaineWebber in order to strengthen the mutuality of interests between such
employees and PaineWebber's stockholders, and providing such employees with
performance incentives to expend their maximum efforts in the creation of
long-term stockholder value.
2. Definitions. The definitions of awards under the Plan,
including Options, SARs (including Limited SARS), Restricted Stock, Restricted
Units, Stock granted as a bonus or in lieu of other awards, Dividend
Equivalents, and Other Stock-Based Awards are set forth in Section 6 of the
Plan. Such awards, together with any other right or interest granted to a
Participant under the Plan, are termed "Awards." The following additional terms
shall be defined as set forth below:
(a) "Board" shall mean PaineWebber's Board of Directors.
(b) "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time, including regulations thereunder and
successor provisions and regulations thereto.
(c) "Committee" shall mean the Compensation Committee of
the Board of Directors of PaineWebber or such other Board committee as
may be designated by the Board to administer the Plan.
(d) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time, including rules thereunder and
successor provisions and regulations thereto.
(e) "Fair Market Value" shall mean the fair market value
of Stock, Awards, or other property as determined by the Committee or
under procedures established by the Committee. Unless otherwise
determined by the Committee, the Fair Market Value of Stock as of any
given date shall be the mean between the high and low sales prices of
Stock on the stock exchange or market on which Stock is primarily
traded on the date as of which such value is being determined or, if
there shall be no sale on that date, then on the basis of the average
of the means between the high and low sales prices of Stock on the
nearest date before and the nearest date after the date on which such
value is being determined.
(f) "ISO" shall mean any Option intended to be and
designated as an incentive stock option within the meaning of Section
422 of the Code.
(g) "Participant" shall mean a person who, as an employee
of PaineWebber or a subsidiary, has been granted an Award under the
Plan.
<PAGE> 5
(h) "Stock" shall mean PaineWebber's Common Stock, par
value $1.00 per share, and such other securities as may be substituted
(or resubstituted) for Stock pursuant to Section 4.
(i) "PaineWebber" shall mean Paine Webber Group Inc.
3. Administration.
(a) Authority of the Committee. The Plan shall be
administered by the Committee, no member of which shall be eligible to
participate in the Plan. The Committee shall have full and final
authority, in each case subject to and consistent with the provisions
of the Plan, to select Participants, grant Awards, determine the type,
number, and other terms and conditions of, and all other matters
relating to, Awards, prescribe Award agreements (which need not be
identical for each Participant) and rules and regulations for the
administration of the Plan, construe and interpret the Plan and Award
agreements and correct defects, supply omissions, or reconcile
inconsistencies therein, and to make all other decisions and
determinations as the Committee may deem necessary or advisable for
the administration of the Plan.
(b) Manner of Exercise of Committee Authority. Any
action of the Committee shall be final, conclusive, and binding on all
persons, including PaineWebber, its subsidiaries, Participants,
persons claiming rights from or through a Participant, and
stockholders. The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee. The
Committee may delegate to officers or managers of PaineWebber or any
subsidiary, or committees thereof, the authority, subject to such
terms as the Committee shall determine, to perform administrative
functions and such other functions as the Committee may determine.
(c) Limitation of Liability. The Committee may appoint
agents to assist it in administering the Plan. The Committee and each
member thereof shall be entitled to, in good faith, rely or act upon
any report or other information furnished to him or her by any officer
or employee of PaineWebber or a subsidiary, PaineWebber's independent
certified public accountants, consultants or any other agent assisting
in the administration of the Plan. Members of the Committee and any
officer or employee of PaineWebber or a subsidiary acting at the
direction or on behalf of the Committee shall not be personally liable
for any action or determination taken or made in good faith with
respect to the Plan, and shall, to the extent permitted by law, be
fully indemnified and protected by PaineWebber with respect to any
such action or determination.
4. Stock Subject to Plan. Subject to adjustment as provided in
Section 8(c), the total number of shares of Stock reserved and available for
issuance in connection with Awards under the Plan in each calendar year during
any part of which the Plan is in effect shall be 3,750,000; provided that such
number shall be increased in any calendar year by the number of shares of Stock
which were available in such previous calendar years but which are neither
subject to outstanding Awards nor were previously delivered to a Participant in
settlement of Awards. Notwithstanding anything to the contrary, no more than
5,000,000 shares of Stock shall be available for grants of ISOs or Stock
Appreciation Rights in tandem with ISOs. When Awards are granted and while
they are outstanding, shares relating to an Award will be counted against
- 2 -
<PAGE> 6
the limitation set forth in this Section 4. The Committee may adopt reasonable
counting procedures to ensure appropriate counting, avoid double counting (as,
for example, in the case of tandem or substitute awards), and make adjustments
if the number of shares actually distributed differs from the number of shares
previously counted in connection with an Award. Shares subject to an Award
that is forfeited or settled in cash or otherwise terminated without a
distribution of shares to the Participant, including shares withheld in payment
of taxes relating to Awards and the number of shares equal to the number of
shares surrendered in payment of the exercise price of Options (or any other
Awards in the nature of purchase rights) or taxes relating to Awards, will
again be available for Awards under the Plan. Any shares delivered under the
Plan may consist, in whole or in part, of authorized and unissued shares or
treasury shares.
5. Eligibility. All salaried employees of PaineWebber and its
subsidiaries are eligible to be granted Awards under the Plan.
6. Specific Terms of Awards.
(a) General. Awards may be granted on the terms and
conditions set forth in this Section 6. In addition, the Committee may
impose on any Award or the exercise thereof, at the date of grant or
thereafter (subject to Section 8(e)), such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine, including terms requiring forfeiture of
Awards in the event of termination of employment by the Participant.
The Committee shall retain full power to accelerate or waive, at any
time, any term or condition of an Award that is not mandatory under
the Plan. Except in cases in which the Committee is specifically
authorized to require other forms of consideration by the Plan, or to
the extent other forms of consideration must be paid to satisfy the
requirements of the Delaware General Corporation Law, only services
may be required as consideration for the grant (but not the exercise)
of any Award.
(b) Options. The Committee is authorized to grant
Options to Participants on the following terms and conditions:
(i) Exercise Price. The exercise price per share of
Stock purchasable under an Option shall be determined
by the Committee, provided that such exercise price
shall be not less than the Fair Market Value of a
share on the date of grant of such Option except as
provided under Section 7(a) hereof.
(ii) Time and Method of Exercise. The Committee shall, at
the date of grant or thereafter, determine the time
or times at which or the circumstances under which an
Option may be exercised in whole or in part, the
methods by which such exercise price may be paid or
deemed to be paid, the form of such payment,
including, without limitation, cash, Stock, other
Awards or awards issued under other PaineWebber
plans, or other property (including notes or other
contractual obligations of Participants to make
payment on a deferred basis, such as through
"cashless exercise" arrangements, to the extent
permitted by applicable law), and the methods by or
forms in which Stock will be delivered or deemed to
be delivered to Participants.
- 3 -
<PAGE> 7
(iii) ISOs. The terms of any ISO granted under the Plan
shall comply in all respects with the provisions of
Section 422 of the Code, including but not limited to
the requirements that no ISO shall be granted more
than ten years after the effective date of the Plan,
no ISO shall be exercisable more than ten years after
the date of grant, and ISOs shall not be transferable
otherwise than by will or the laws of descent and
distribution and shall be exercisable, during the
Participant's lifetime, only by the Participant.
(c) Stock Appreciation Rights. The Committee is
authorized to grant Stock Appreciation Rights ("SARs") to Participants
on the following terms and conditions:
(i) Right to Payment. An SAR shall confer on the
Participant to whom it is granted a right to receive,
upon exercise thereof, the excess of (A) the Fair
Market Value of one share of Stock on the date of
exercise (or, if the Committee shall so determine in
the case of any such right other than one related to
an ISO, the Fair Market Value of one share at any
time during a specified period before or after the
date of exercise, or, in the case of a "Limited SAR"
the Fair Market Value determined by reference to
amounts paid or payable in connection with a change
in control of PaineWebber, as specified by the
Committee), over (B) the grant price of the SAR as
determined by the Committee as of the date of grant
of the SAR.
(ii) Other Terms. The Committee shall, at the date of
grant or thereafter, determine the time or times at
which and the circumstances under which an SAR may be
exercised in whole or in part, the method of
exercise, method of settlement, form of consideration
payable in settlement, method by or forms in which
Stock will be delivered or deemed to be delivered to
Participants, whether or not an SAR shall be in
tandem or in combination with any other Award, and
any other terms and conditions of any SAR. Limited
SARs that may only be exercised in connection with a
change in control or other event as specified by the
Committee may be granted on such terms, not
inconsistent with this Section 6(c), as the Committee
may determine. Limited SARs may be either
freestanding or in tandem with other Awards.
(d) Restricted Stock. The Committee is authorized to
grant Restricted Stock to Participants on the following terms and
conditions:
(i) Issuance and Restrictions. Restricted Stock shall be
subject to such restrictions on transferability and
other restrictions, if any, as the Committee may
impose, which restrictions may lapse separately or in
combination at such times, under such circumstances,
in such installments, or otherwise, as the Committee
may determine at the date of grant or thereafter.
Except to the extent restricted under the terms of
the Plan and any Award agreement relating to the
Restricted Stock, a Participant granted Restricted
Stock shall have all of the rights of a stockholder
including, without limitation, the right to vote
Restricted Stock and the right to receive dividends
thereon. During the restricted period applicable
- 4 -
<PAGE> 8
to the Restricted Stock, subject to Section 8(b)
below, the Restricted Stock may not be sold,
transferred, pledged, margined or otherwise
encumbered by the Participant.
(ii) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment during the
applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be
forfeited and reacquired by PaineWebber; provided
that the Committee may provide, by rule or regulation
or in any Award agreement, or may determine in any
individual case, that restrictions or forfeiture
conditions relating to Restricted Stock will be
waived in whole or in part in the event of
terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in
part the forfeiture of Restricted Stock.
(iii) Certificates for Stock. Restricted Stock granted
under the Plan may be evidenced in such manner as the
Committee shall determine. If certificates
representing Restricted Stock are registered in the
name of the Participant, the Committee may require
such certificates to bear an appropriate legend
referring to the terms, conditions, and restrictions
applicable to such Restricted Stock, with PaineWebber
to retain physical possession of the certificates
and/or the Participant to deliver a stock power to
PaineWebber, endorsed in blank, relating to the
Restricted Stock.
(iv) Dividends. Unless otherwise determined by the
Committee, Stock distributed in connection with a
Stock split or Stock dividend, and other property
distributed as a dividend, shall be subject to
restrictions and a risk of forfeiture to the same
extent as the Restricted Stock with respect to which
such Stock or other property has been distributed.
As a condition to the grant of an Award of Restricted
Stock, the Committee may require that any cash
dividends paid on a share of Restricted Stock be
automatically reinvested in additional shares of
Restricted Stock or applied to the purchase of
additional Awards under the Plan.
(e) Restricted Units. The Committee is authorized to
grant Restricted Units ("RUs") to Participants which are rights to
receive stock, cash or a combination thereof at the end of a specified
deferral period, subject to the following terms and conditions:
(i) Award and Restrictions. Satisfaction of an RU Award
will occur upon expiration of the deferral period
specified for an Award of RUs by the Committee (or,
if permitted by the Committee, as elected by the
Participant). In addition, RUs shall be subject to
such restrictions as the Committee may impose, if
any, which restrictions may lapse at the expiration
of the deferral period or at earlier specified times,
separately or in combination, in installments, or
otherwise, as the Committee may determine. RU Awards
may be satisfied by delivery of Stock, cash equal in
value to the Fair Market Value of Stock covered by
the RU Award, or a combination thereof, as determined
by the Committee at the date of grant or thereafter.
- 5 -
<PAGE> 9
(ii) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment (as
determined under criteria established by the
Committee) during the applicable deferral period or
portion thereof to which forfeiture conditions apply
(as provided in the Award agreement evidencing the
RUs), all RUs that are at that time subject to
deferral (other than a deferral at the election of
the Participant) shall be forfeited; provided that
the Committee may provide, by rule or regulation or
in any Award agreement, or may determine in any
individual case, that restrictions or forfeiture
conditions relating to RUs will be waived in whole or
in part in the event of terminations resulting from
specified causes, and the Committee may in other
cases waive in whole or in part the forfeiture of
RUs.
(iii) Dividend Equivalents. Unless otherwise determined by
the Committee at date of grant, Dividend Equivalents
on the specified number of shares of stock covered by
the RU Award will be paid with respect to RU Awards
either at the dividend payment date in cash or in
shares of unrestricted Stock having a Fair Market
Value equal to the amount of such dividends, or the
payment of such dividends shall be deferred and/or
the amount or value thereof automatically reinvested
in additional RUs, other Awards, or other investment
vehicles, as the Committee shall determine or permit
the Participant to elect. Unless otherwise
determined by the Committee, Stock distributed in
connection with a Stock split or Stock dividend, and
other property distributed as a dividend, shall be
subject to restrictions, a risk of forfeiture, and/or
deferral to the same extent as the RUs with respect
to which such Stock or other property has been
distributed.
(f) Bonus Stock and Awards in Lieu of Cash Obligations.
The Committee is authorized to grant Stock as a bonus, or to grant
Stock or other Awards in lieu of PaineWebber obligations to pay cash
or deliver other property under other plans or compensatory
arrangements. Stock or Awards granted hereunder shall be subject to
such other terms as shall be determined by the Committee.
(g) Dividend Equivalents. The Committee is authorized to
grant Dividend Equivalents to a Participant, entitling the Participant
to receive cash, Stock, other Awards, or other property equal in value
to dividends paid with respect to a specified number of shares of
Stock, or other periodic payments. Dividend Equivalents may be
awarded on a free-standing basis or in connection with another Award.
The Committee may provide that Dividend Equivalents will be paid or
distributed when accrued or will be deemed to have been reinvested in
additional Stock, Awards, or other investment vehicles as the
Committee may specify.
- 6 -
<PAGE> 10
(h) Other Stock-Based Awards. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or
related to, Stock, as deemed by the Committee to be consistent with
the purposes of the Plan, including, without limitation, convertible
or exchangeable debt securities, other rights convertible or
exchangeable into Stock, purchase rights for Stock, Awards with value
and payment contingent upon performance of PaineWebber or any other
factors designated by the Committee, and Awards valued by reference to
the book value of Stock or the value of securities of or the
performance of specified subsidiaries. The Committee shall determine
the terms and conditions of such Awards. Stock delivered pursuant to
an Award in the nature of a purchase right granted under this Section
6(h) shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms, including, without
limitation, cash, Stock, other Awards, or other property, as the
Committee shall determine. Cash awards, as an element of or
supplement to any other Award under the Plan, may also be authorized
pursuant to this Section 6(h).
7. Certain Provisions Applicable to Awards.
(a) Stand-Alone, Additional, Tandem, and Substitute
Awards. Awards granted under the Plan may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with,
or in substitution or exchange for, any other Award or award granted
under any plan of PaineWebber, any subsidiary, or any business entity
to be acquired by PaineWebber or a subsidiary, or any other right of a
Participant to receive payment from PaineWebber or any subsidiary.
Such additional, tandem, and substitute or exchange Awards may be
granted at any time. If an Award is granted in substitution or
exchange for another Award or award, the Committee shall require the
surrender of such other Award or award in consideration for the grant
of the new Award. In addition, grants of Awards in lieu of cash
compensation, including in lieu of cash amounts payable under other
plans of PaineWebber, in which the value of Stock subject to the Award
is equivalent in value to the cash compensation (for example, RUs or
Restricted Stock), or in which the exercise price, grant price, or
purchase price of the Award in the nature of a right that may be
exercised is equal to Fair Market Value of the underlying Stock minus
the value of the cash compensation surrendered (for example, Options
granted with an exercise price "discounted" by the amount of the cash
compensation surrendered), are specifically authorized.
(b) Performance Conditions. The right of a Participant
to exercise or receive a grant or settlement of any Award, and the
timing thereof, may be subject to such performance conditions as may
be specified by the Committee. Any Award subject to such conditions
may be denominated "performance shares," "performance units," or any
other title deemed appropriate by the Committee.
(c) Term of Awards. The term of each Award shall be for
such period as may be determined by the Committee; provided that in no
event shall the term of any ISO or any SAR granted in tandem
thereunder exceed a period of ten years (or such shorter period as may
be required under Section 422 of the Code).
(d) Form and Timing of Payment Under Awards; Deferrals.
Subject to the terms of the Plan and any applicable Award agreement,
payments to be made by
- 7 -
<PAGE> 11
PaineWebber or a subsidiary upon the exercise of an Option or other
Award or settlement of an Award may be made in such forms as the
Committee shall determine, including, without limitation, cash, Stock,
other Awards, or other property, and may be made in a single payment
or transfer, in installments, or on a deferred basis. The settlement
of any Award may be accelerated, and cash paid in lieu of Stock in
connection with such settlement, in the discretion of the Committee or
upon occurrence of one or more specified events, including a change in
control as defined by the Committee. Installment or deferred payments
may be required by the Committee (subject to Section 8(e) of the Plan)
or permitted at the election of the Participant. Payments may
include, without limitation, provisions for the payment or crediting
of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents in respect of installment
or deferred payments denominated in Stock.
8. General Provisions.
(a) Compliance With Legal and Other Requirements.
PaineWebber may, in its discretion, postpone the issuance or delivery
of Stock under any Award until completion of such registration or
qualification of such Stock or other required action under any federal
or state law, rule, or regulation, listing or other required action
with respect to any stock exchange or automated quotation system upon
which the Stock or other PaineWebber securities are listed or
designated, or compliance with any other contractual obligation of
PaineWebber, as PaineWebber may consider appropriate, and may require
any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the
issuance or delivery of Stock in compliance with applicable laws,
rules, and regulations, listing or designation, or other contractual
obligations.
(b) Limits on Transferability Beneficiaries. No Award or
other right or interest of a Participant under the Plan shall be
pledged, encumbered, or hypothecated to or in favor or subject to any
lien, obligation, or liability of such Participant to any party other
than PaineWebber or a subsidiary, or assigned or transferred by such
Participant otherwise than by will or the laws of descent and
distribution, and such Awards and rights shall be exercisable during
the lifetime of the Participant only by the Participant or his or her
guardian or legal representative. Notwithstanding the foregoing,
subject to the transferability restrictions applicable to derivative
securities under Rule 16b-3 of the Exchange Act and the limits on the
transferability of Options under any registration statement in effect
and applicable to the grant and exercise of such Options, the
Committee may, in its sole discretion, provide that Awards or other
rights or interests of a Participant granted pursuant to the Plan be
transferable, without consideration, to immediate family members
(i.e., children, grandchildren or spouse), to trusts for the benefit
of such immediate family members and to partnerships in which such
family members are the only parties. The Committee may attach to such
transferability feature such terms and conditions as it deems
advisable. In addition, a Participant may, in the manner established
by the Committee, designate a beneficiary (which may be a person or a
trust) to exercise the rights of the Participant, and to receive any
distribution, with respect to any Award upon the death of the
Participant. A beneficiary, guardian, legal representative, or other
person claiming any rights under the Plan from or through any
Participant shall be subject to all terms and conditions of the Plan
and any Award agreement applicable to such Participant, except as
otherwise determined by the
- 8 -
<PAGE> 12
Committee, and to any additional restrictions deemed necessary or
appropriate by the Committee.
(c) Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Stock, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange,
liquidation, dissolution or other similar corporate transaction or
event, affects the Stock such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or
enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any
or all of (i) the number and kind of shares of Stock which may
thereafter be issued in connection with Awards (including the
limitations set forth in Section 4), (ii) the number and kind of
shares of Stock issued or issuable in respect of outstanding Awards,
and (iii) the exercise price, grant price, or purchase price relating
to any Award or, if deemed appropriate, make provision for payment of
cash or other property with respect to any outstanding Award;
provided, in each case, that, with respect to ISOs, no such adjustment
shall be authorized or made to the extent that such authority would
cause the Plan or the ISO to violate Section 422 of the Code. In
addition, the Committee is authorized to make adjustments in the terms
and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation,
events described in the preceding sentence) affecting PaineWebber or
any subsidiary or the financial statements of PaineWebber or any
subsidiary, or any division or unit, or in response to changes in
applicable laws, regulations, accounting principles, tax rates and
regulations or business conditions in view of the Committee's
assessment of the business strategy of PaineWebber, any subsidiary,
division or unit thereof, performance of comparable organizations,
economic and business conditions, personal performance of a
Participant, and any other circumstances deemed relevant.
(d) Taxes. PaineWebber or any subsidiary is authorized
to withhold from any Award granted, any payment relating to an Award
under the Plan, including from a distribution of Stock, or any payroll
or other payment to a Participant, amounts of withholding and other
taxes due in connection with any transaction involving an Award, and
to take such other action as the Committee may deem advisable to
enable PaineWebber and Participants to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any
Award. This authority shall include authority for PaineWebber to
withhold or receive Stock or other property and to make cash payments
in respect thereof in satisfaction of a Participant's tax obligations,
either on a mandatory or elective basis in the discretion of the
Committee.
(e) Changes to the Plan and Awards. The Board may amend,
alter, suspend, discontinue, or terminate the Plan or the Committee's
authority to grant Awards under the Plan without the consent of
stockholders or Participants, provided that, without the consent of an
affected Participant, no such Board action may materially and
adversely affect the rights of such Participant under any Award
theretofore granted to him or her. The Committee may waive any
conditions or rights under, or amend, alter, suspend, discontinue, or
terminate, any Award theretofore granted and any Award agreement
relating thereto; provided that, without the consent of an affected
Participant, no such Committee action may materially and adversely
affect the rights of such Participant under such Award.
- 9 -
<PAGE> 13
(f) Limitation on Rights Conferred Under Plan. Neither
the Plan nor any action taken hereunder shall be construed as (i)
giving any Participant or employee the right to continue as a
Participant or employee of PaineWebber or a subsidiary, (ii)
interfering in any way with the right of PaineWebber or a subsidiary
to terminate any Participant's or employee's employment at any time,
(iii) giving a Participant or employee any claim to be granted any
Award under the Plan or to be treated uniformly with other
Participants and employees, or (iv) conferring on a Participant any of
the rights of a stockholder of PaineWebber unless and until the
Participant has validly exercised an Option or Stock is otherwise duly
issued or transferred to the Participant in accordance with the terms
of the Award.
(g) Unfunded Status of Awards; Creation of Trusts. The
Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments payable to a
Participant or obligation to issue Stock pursuant to an Award, nothing
contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of
PaineWebber; provided that the Committee may authorize the creation of
trusts and deposit therein cash, Stock, other Awards, or other
property, or make other arrangements, to meet PaineWebber's
obligations under the Plan. Such trusts or other arrangements shall
be consistent with the "unfunded" status of the Plan unless the
Committee otherwise determines with the consent of each affected
Participant. The trustee of such trusts may be authorized to dispose
of trust assets and reinvest the proceeds in alternative investments,
subject to such terms and conditions as the Committee may specify and
in accordance with applicable law.
(h) Nonexclusivity of the Plan. The adoption of the Plan
by the Board shall not be construed as creating any limitation on the
power of the Board to adopt such other incentive arrangements as it
may deem desirable.
(i) Payments In the Event of Forfeitures; Fractional
Shares. Unless otherwise determined by the Committee, in the event of
a forfeiture of an Award with respect to which a Participant paid cash
or other consideration, the Participant shall be repaid the amount of
such cash or other consideration. No fractional shares of Stock shall
be issued or delivered pursuant to the Plan or any Award. The
Committee shall determine whether cash, other Awards, or other
property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.
(j) Governing Law. The validity, construction, and
effect of the Plan, any rules and regulations relating to the Plan,
and any Award agreement shall be determined in accordance with the
laws of the State of Delaware, without giving effect to principles of
conflicts of laws, and applicable federal law.
(k) Effective Date. The Plan shall become effective on
February 22, 1994, and shall remain effective until terminated by the
Board.
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<PAGE> 1
EXHIBIT 4.2
PAINEWEBBER
- --------------------------------------------------------------------------------
STOCK OPTION AGREEMENT
under the
1994 STOCK AWARD PLAN
- --------------------------------------------------------------------------------
PAINEWEBBER STOCK OPTION AGREEMENT (the "Agreement"), effective as of
_______________________ (the "Effective Date"), between Paine Webber Group Inc.
("PaineWebber") and the individual whose signature appears below (the
"Participant").
The Compensation Committee of the Board of Directors of PaineWebber
(the "Committee") has awarded to the Participant the option to purchase the
number of shares of Stock set forth below (the "Option") under the PaineWebber
1994 Executive Stock Award Plan (the "Plan"), subject to the terms and
conditions of the Plan and this Agreement (including the Stock Option Terms and
Conditions attached hereto).
The Option awarded hereby is a non-qualified stock option and not an
"incentive stock option" as defined in Section 422 of the Code. The Option
will first become exercisable at the time or times specified in Section 3 of
the attached Stock Option Terms and Conditions, and will be subject to
expiration, including early expiration (i.e., forfeiture) in the event of the
termination of the Participant's employment in certain circumstances, as
specified in Section 2(a) hereof.
1. PARTICIPANT:
Name
--------------------------------------------------------------
Address
--------------------------------------------------------------
Social Security Number
---------------------------------------------
2. CERTAIN OPTION TERMS:
Total Number of Shares Purchasable Upon Exercise
-------------------
Exercise Price Per Share
------------------------------
Date of Grant
----------------------------------
* * * *
<PAGE> 2
IN WITNESS WHEREOF, PaineWebber and the Participant have duly executed
this Agreement, as of the Effective Date stated above.
PAINE WEBBER GROUP INC. PARTICIPANT
By By
--------------------------------- ------------------------------------
Name Name
------------------------------- -----------------------------------
Title
-----------------------------------------------
Enclosures: Stock Option Terms and Conditions for 1994 Stock Award Plan
1994 Stock Award Plan Document
<PAGE> 3
STOCK OPTION TERMS AND CONDITIONS
of Stock Option Agreement under the
1994 Stock Award Plan
- -------------------------------------------------------------------------------
1. Acceptance of Option; Incorporation of Plan Provisions. The
Participant hereby accepts the Option subject to the terms and conditions set
forth in this Agreement and consents to and agrees to comply with such terms
and conditions. All of the terms and conditions of the Plan are hereby
incorporated by reference in this Agreement as though fully set forth herein.
Terms defined in the Plan but not in this Agreement shall have the meanings set
forth in the Plan. To the extent of any conflict between the provisions of
this Agreement and those of the Plan, the provisions of the Plan shall govern.
Participant acknowledges receipt of a copy of the Plan. This Option is granted
for no consideration other than the services of Participant and Participant's
agreements set forth herein.
2. Expiration of Option.
(a) The Option will expire at the earliest of the following:
(i) Ten years after the Date of Grant (i.e., the close of business
on the day before the tenth anniversary of the Date of Grant);
(ii) One year after the Participant's death;
(iii) One year after the Participant's "Disability" (as defined in
the PaineWebber tax qualified defined benefit pension plan applicable
to the Participant) resulting in a termination of Participant's
employment by PaineWebber;
(iv) One year after the Participant's voluntary retirement from
employment by PaineWebber ("Retirement") on or after his or her
"Normal Retirement Date" (as defined in such pension plan);
(v) One year after the Participant's early retirement with the
consent of the Committee from employment by PaineWebber ("Retirement);
(vi) Immediately upon the termination of Participant's employment
by PaineWebber for "Cause" (as hereinafter defined); and
(vii) Three months after the Participant's termination of employment
by PaineWebber for reasons other than death, Disability, or
Retirement.
(b) For purposes of this Agreement, the term "Cause" shall mean
(i) the willful and continued failure by Participant to perform substantially
his or her duties with PaineWebber (other than such failure resulting from the
Participant's incapacity due to physical or mental illness) or (ii) the
engaging by Participant in illegal conduct, including but not limited to the
violation, in the sole opinion of the Committee, of any state or federal
securities, commodities, or insurance statute or regulation, or (iii) the
engaging by Participant in conduct in violation, in the
<PAGE> 4
sole opinion of the Committee, of any provision of the constitution, by-laws,
or rules or regulations of any securities or commodities or insurance exchange
or association of which PaineWebber is now or may later become a member or in
violation of the Code of Conduct or published policies of PaineWebber, or (iv)
the willful engaging by Participant in any act of serious dishonesty which
adversely affects, or in the sole opinion of the Committee, could in the future
adversely affect, the value, reliability or performance of the Participant to
PaineWebber (including any misrepresentations by Participant to PaineWebber of
prior production levels or any prior or existing customer complaint, or
regulatory, administrative, civil or criminal matter affecting Participant's
employment). For purposes of this definition, no act, or failure to act, on
the part of the Participant shall be considered "willful" unless done, or
omitted to be done, by the Participant in bad faith and without reasonable
belief that his or her action or omission was in, or not opposed to, the best
interest of PaineWebber.
3. Times at Which Option May be Exercised.
(a) Participant may only exercise the Option to purchase Stock at
such times and to the extent that the Option has become exercisable. Except as
provided in this Section 3(a) and Section 3(b) hereof, the Option may not be
exercised to purchase any Stock until the date one year after the "Date of
Grant" appearing in this Agreement (the "Date of Grant"). On each of the
first, second, and third anniversaries of the Date of Grant, the Option will
become cumulatively exercisable for one-third of the total number of shares of
Stock (rounded to the nearest whole share), subject to accelerated
exercisability as provided in this Section 3(a) and Section 3(b) hereof. The
foregoing notwithstanding, the Option will become immediately exercisable in
the event of a "Change in Control" as hereinafter defined.
(b) The provisions of Section 3(a) notwithstanding, in the event
of the death, Disability, or Retirement of the Participant, the Option may be
exercised immediately in full. In the event of termination of the
Participant's employment by PaineWebber or its subsidiaries for any other
reason, the Option may be exercised prior to its expiration only to the extent
that the Option was exercisable on the date of such termination.
(c) "Change in Control" shall mean the occurrence of any of the
following events:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than PaineWebber, a subsidiary, any
trustee or other fiduciary holding securities under an employee
benefit plan of PaineWebber or a subsidiary, or any corporation owned,
directly or indirectly, by the stockholders of PaineWebber in
substantially the same proportions as their contemporaneous ownership
of voting securities of PaineWebber, is or becomes a "20% Beneficial
Owner." For purposes of this provision, a "20% Beneficial Owner" shall
mean a person who is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of PaineWebber representing 20% or more of the combined
voting power of PaineWebber's then-outstanding voting securities;
provided that (A) the term "20% Beneficial Owner" shall not include
any Beneficial Owner who has crossed such 20% percent threshold solely
as a result of an acquisition of securities directly from PaineWebber,
or solely as a result of an acquisition by PaineWebber of PaineWebber
securities, until such time thereafter as such person acquires
additional voting securities other than directly from PaineWebber and,
after giving effect to such acquisition, such person would constitute
a 20% Beneficial Owner;
- 2 -
<PAGE> 5
and (B) with respect to any person who is and remains eligible to file
a Schedule 13G pursuant to Rule 13d-1(b)(1) under the Exchange Act
with respect to PaineWebber securities, there shall be excluded from
the number of securities deemed to be beneficially owned by such
person for purposes of determining whether such person is a 20%
Beneficial Owner a number of securities representing 10% of the
combined voting power of PaineWebber's then-outstanding voting
securities;
(ii) During any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of
PaineWebber, together with any new director (other than a director
designated by a person who has entered into an agreement with
PaineWebber to effect a transaction described in paragraph (i), (iii),
or (iv) hereof) whose election by the Board or nomination for election
by PaineWebber's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved (the "Continuing
Directors"), cease for any reason to constitute at least a majority
thereof;
(iii) The stockholders of PaineWebber approve a merger,
consolidation, recapitalization, or reorganization of PaineWebber, or
a reverse stock split of any class of voting securities of
PaineWebber, or the consummation of any such transaction if
stockholder approval is not obtained, other than any such transaction
which would result in at least 80% of the total voting power
represented by the voting securities of PaineWebber or the surviving
entity outstanding immediately after such transaction being
beneficially owned by persons who together beneficially owned at least
80% of the combined voting power of the voting securities of
PaineWebber outstanding immediately prior to such transaction, with
the relative voting power of each such continuing holder compared to
the voting power of each other continuing holder not substantially
altered as a result of the transaction; provided that, for purposes of
this paragraph (iii), such continuity of ownership (and preservation
of relative voting power) shall be deemed to be satisfied if the
failure to meet such 80% threshold (or to substantially preserve such
relative voting power) is due solely to the acquisition of voting
securities by an employee benefit plan of PaineWebber or its
subsidiaries, such surviving entity, or of any subsidiary of
PaineWebber or such surviving entity;
(iv) The stockholders of PaineWebber approve a plan of complete
liquidation of PaineWebber or an agreement for the sale or disposition
by PaineWebber of all or substantially all of PaineWebber's assets (or
any transaction having a similar effect); or
(v) Any other event which the Board of Directors (or the
Committee, if and to the extent that the Committee must exercise sole
discretion over the matter in order to comply with applicable
requirements of Rule 16b-3 under the Exchange Act), determines shall
constitute a Change in Control for purposes of this Agreement;
provided that a Change in Control shall not be deemed to have occurred under
this Agreement if, prior to the occurrence of a specified event that would
otherwise constitute a Change in Control
- 3 -
<PAGE> 6
under paragraphs (i) through (iv) hereof, the Continuing Directors of
PaineWebber then in office, by a majority vote thereof, determine that the
occurrence of such specified event shall not be deemed to be a Change in
Control hereunder or shall not be deemed to be a Change in Control with respect
to a particular Participant under this Agreement if the Change in Control
results from actions or events in which such Participant is a participant in a
capacity other than solely as an officer, employee or director of PaineWebber
or its subsidiaries.
4. Nontransferability. Neither the Option or other right of the
Participant relating thereto shall be pledged, encumbered, or hypothecated to
or in favor or subject to any lien, obligation, or liability of such
Participant to any party other than PaineWebber or a subsidiary, or assigned.
Unless otherwise determined by the Committee in accordance with Section 8(b) of
the Plan, the Option or other right of the Participant relating thereto shall
not be transferred by the Participant otherwise than by will or the laws of
descent and distribution, and such Option and right shall be exercisable during
the lifetime of the Participant only by the Participant or his or her guardian
or legal representative. The Participant shall be entitled to designate a
beneficiary(ies) who may exercise the Option or other right upon the death of
the Participant.
5. Manner of Exercise of Option.
(a) In order to exercise all or any part of the Option, the
Participant must give written notice to PaineWebber, signed by the Participant.
That notice should be sent or delivered to:
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, NY 10019
Attention: Executive Vice President, Administration
The notice should refer to this Option (including the Date of Grant), and the
notice should include the following information:
(i) The number of shares of Stock for which the Option is being
exercised;
(ii) The name or names of the persons in whose names the
certificate(s) for the shares of Stock issuable upon exercise
should be registered; and
(iii) The address to which such certificate(s) should be sent or
delivered.
In addition to such notice, the Participant must include a check
payable to "Paine Webber Group Inc." for the total exercise price of the number
of shares to be purchased upon exercise of the Option, unless an approved
alternative payment method is then permitted under the Plan. An approved
alternative payment method will be for the Participant to pay all or a part of
such exercise price by delivering and transferring to PaineWebber that number
of shares of Stock previously acquired by the Participant (and owned for the
period of six months before the date of exercise) with an aggregate Fair Market
Value (determined in accordance with the Plan) equal to the aggregate exercise
price of that number of shares of Stock for which the Option is being exercised
or such lesser portion of the aggregate purchase price as may be specified by
the Participant.
- 4 -
<PAGE> 7
Upon satisfaction of all applicable requirements for the exercise of
the Option (including those under Section 6 relating to taxes), a certificate
or certificates for the number of shares of Stock purchased will be issued in
the denominations and registered in the names of the persons set forth by the
Participant on the notice, and such certificate(s) will be delivered to the
Participant or as directed by the Participant.
(b) Unless otherwise determined by the Committee, upon exercise in
which the exercise price is paid by delivering and transferring to PaineWebber
previously acquired Stock, the Participant may defer receipt of Stock pursuant
to a valid election filed under the Deferred Compensation Plan and otherwise in
accordance with such rules as the Committee may from time to time approve.
6. Taxes. Upon the exercise of the Option, PaineWebber shall be
entitled to require as a condition of delivery of Stock that the Participant
remit or, in appropriate cases (including cases in which taxation of the
Participant is deferred), agree to remit when due an amount sufficient to
satisfy all federal, state and local withholding and employment tax
requirements relating to such exercise. Subject to the approval of the
Committee, the Participant will be entitled to elect to have PaineWebber
withhold from the Stock to be delivered upon the exercise of the Option, or to
elect to deliver to PaineWebber from shares of Stock owned separately by the
Participant, a sufficient number of such shares of Stock to satisfy the
federal, state and local withholding and employment tax obligations relating to
the Participant's exercise of the Option (and the Company's withholding
obligations) to the extent, if any, permitted under rules and regulations
adopted by the Committee and in effect at the time of such exercise. In such
case, the Shares withheld or the shares surrendered will be valued at the Fair
Market Value determined in accordance with the Plan.
7. Adjustments. The number of shares purchasable upon exercise of
the Option, and other terms hereof, shall be appropriately adjusted, in the
discretion of the Committee, in accordance with Section 8(c) of the Plan.
8. Limitation of Rights Conferred under the Plan. Neither the
grant of the Option nor anything in this Agreement or the Plan shall be
construed as (i) giving the Participant or employee the right to continue as a
Participant or employee of PaineWebber or a subsidiary, (ii) interfering in any
way with the right of PaineWebber or a subsidiary to terminate the
Participant's or employee's employment at any time, (iii) giving the
Participant or employee any claim to be granted any Option or other Award under
the Plan or to be treated uniformly with other Participants and employees, or
(iv) conferring on the Participant any of the rights of a stockholder of
PaineWebber unless and until the Participant has validly exercised an Option.
9. Miscellaneous.
(a) This Agreement shall bind and inure to the benefit of the
Participant and his or her executors or administrators, heirs and personal and
legal representatives, and to PaineWebber and its successors and assigns.
(b) This Agreement shall be construed and enforced in accordance
with Section 8(j) of the Plan.
(c) This Agreement, together with the Plan, sets forth the entire
agreement between the parties with respect to the subject matter hereof, and
there are no agreements,
- 5 -
<PAGE> 8
understandings, warranties or representations, written, express or implied,
between them with respect to the Option other than as set forth herein or
therein.
(d) When used herein, "PaineWebber" shall mean Paine Webber Group
Inc. and shall include any corporation which, at the time of reference, is a
subsidiary of Paine Webber Group Inc. within the meaning of Section 424(f) of
the Code.
(e) Except as otherwise expressly provided in this Agreement, this
Agreement may not be modified, amended or terminated except by a writing signed
by both parties hereto. No waiver of any provision hereof shall be effective
unless evidenced by a writing signed by the party against whom it is sought to
be enforced. No waiver of any breach of any term hereof shall be construed as a
waiver of any subsequent breach of such term or as a waiver of any other term
hereof.
- 6 -
<PAGE> 1
EXHIBIT 4.3
PAINEWEBBER
- --------------------------------------------------------------------------------
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
1994 STOCK AWARD PLAN
- --------------------------------------------------------------------------------
PAINEWEBBER RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"),
effective as of ____________________ (the "Effective Date"), between Paine
Webber Group Inc. ("PaineWebber") and the individual whose signature
appears below (the "Participant").
The Compensation Committee of the Board of Directors of PaineWebber
(the "Committee") has awarded to Participant the number of Restricted Stock
Units ("RSUs") set forth below under the PaineWebber 1994 Stock Award Plan (the
"Plan"), subject to the terms, definitions, and conditions of the Plan and this
Agreement (including the RSU Terms and Conditions attached hereto).
The RSUs awarded hereby are subject to forfeiture in the event of the
termination of Participant's employment prior to the expiration of the
Restricted Period specified below opposite such number of RSUs, as specified in
Section 4(a) and (b) hereof. Upon expiration of the Restricted Period specified
below opposite RSUs, PaineWebber will distribute to the Participant one share
of Stock for each such RSU, subject to any deferral period mandated by the
Committee and/or elected by the Participant under the PaineWebber Deferred
Compensation Plan. The expiration of the Restricted Period (and any subsequent
deferral period) is subject to acceleration as specified in Section 4(a)
hereof.
1. PARTICIPANT:
Name
-----------------------------
Address
-----------------------------
Social Security Number
--------------
2. TOTAL NUMBER OF RSUs GRANTED:
3. RESTRICTED PERIODS:
Number of Restricted Period
RSUs End Date
--------- -----------------
--------- -----------------
--------- -----------------
--------- -----------------
<PAGE> 2
IN WITNESS WHEREOF, PaineWebber and the Participant have duly executed this
Agreement, as of the Effective Date stated above.
PAINE WEBBER GROUP INC. PARTICIPANT
By By
-------------------------- ---------------------------
Name Name
--------------------- ----------------------
Title
--------------------
Enclosures: Restricted Stock Unit Terms and Conditions for 1994 Stock
Award Plan 1994 Stock Award Plan Document
<PAGE> 3
RESTRICTED STOCK UNIT TERMS AND CONDITIONS
of the Restricted Stock Unit Agreement under the
1994 Stock Award Plan
- --------------------------------------------------------------------------------
1. Acceptance of RSUs; Incorporation of Plan Provisions. The
Participant hereby accepts the RSUs subject to the terms and conditions set
forth in this Agreement and consents to and agrees to comply with such terms
and conditions. All of the terms and conditions of the Plan are hereby
incorporated by reference in this Agreement as though fully set forth herein.
Terms defined in the Plan but not in this Agreement shall have the meanings set
forth in the Plan. To the extent of any conflict between the provisions of this
Agreement and those of the Plan, the provisions of the Plan shall govern.
Participant acknowledges receipt of a copy of the Plan.
2. Rights Under RSUs Generally. The RSUs awarded hereunder to the
Participant, together with such additional RSUs (if any) credited to the
Participant pursuant to Section 5 hereof, entitle the Participant to receive,
upon expiration of the Restricted Period applicable to each such RSU (as
specified on the signature page of this Agreement and in Sections 4 and 6
hereof, delivery by PaineWebber of one share of PaineWebber's Stock for each
such RSU not theretofore forfeited, subject to mandatory deferral by the
Committee and/or elective deferral by the Participant under the PaineWebber
Deferred Compensation Plan. Until such Stock is issued or transferred and
delivered in settlement of RSUs, the Participant shall have no rights of a
stockholder (including no rights to vote or receive dividends or distributions)
with respect to RSUs or the Stock that may ultimately be issued or transferred
and delivered in settlement of the RSUs. The Participant will, however, be
entitled to receive payments of dividend equivalents with respect to such RSUs
as provided in Section 5 hereof, subject to elective deferral by the
Participant under the PaineWebber Deferred Compensation Plan.
3. Nontransferability. The rights of the Participant with respect
to RSUs may not be assigned or transferred, otherwise than by will or the laws
of descent and distribution, except that the Participant shall be entitled to
designate in writing the beneficiary to receive distributions, if any, under
this Agreement in the event of the Participant's death.
4. Expiration of Restricted Period.
(a) The Restricted Period will end ("vesting" will occur) with
respect the number of RSUs specified in this Agreement on the date designated
as "Restricted Period End Date" opposite such number of RSUs on the signature
page of this Agreement. The foregoing notwithstanding, the Restricted Period
applicable to all RSUs under this Agreement shall expire on an accelerated
basis at the time the Participant's employment with PaineWebber terminates as a
result of his or her (i) death, (ii) "Disability" (as defined in the
PaineWebber tax qualified defined benefit pension plan applicable to the
Participant), or (iii) voluntary retirement on or after his or her "Normal
Retirement Date" (as defined in such pension plan) or early retirement with the
consent of the Committee from employment by PaineWebber ("Retirement"), and
such Restricted Period shall expire on an accelerated basis upon the occurrence
of a Change in Control (as defined below).
(b) In the event that, prior to the expiration of the Restricted
Period applicable to RSUs, the Participant shall cease to be an employee of
PaineWebber for any reason other
<PAGE> 4
than death, Disability, or Retirement, such RSUs shall automatically be
forfeited by the Participant.
(c) "Change in Control" shall mean the occurrence of any of the
following events:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than PaineWebber, any trustee or other
fiduciary holding securities under an employee benefit plan of
PaineWebber, or any corporation owned, directly or indirectly, by the
stockholders of PaineWebber in substantially the same proportions as
their contemporaneous ownership of voting securities of PaineWebber,
is or becomes a "20% Beneficial Owner." For purposes of this
provision, a "20% Beneficial Owner" shall mean a person who is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of PaineWebber
representing 20% or more of the combined voting power of PaineWebber's
then-outstanding voting securities; provided that (A) the term "20%
Beneficial Owner" shall not include any Beneficial Owner who has
crossed such 20% percent threshold solely as a result of an
acquisition of securities directly from PaineWebber, or solely as a
result of an acquisition by PaineWebber of PaineWebber securities,
until such time thereafter as such person acquires additional voting
securities other than directly from PaineWebber and, after giving
effect to such acquisition, such person would constitute a 20%
Beneficial Owner, and (B) with respect to any person who is and
remains eligible to file a Schedule 13G pursuant to Rule 13d-1(b)(1)
under the Exchange Act with respect to PaineWebber securities, there
shall be excluded from the number of securities deemed to be
beneficially owned by such person for purposes of determining whether
such person is a 20% Beneficial Owner a number of securities
representing 10% of the combined voting power of PaineWebber's
then-outstanding voting securities;
(ii) During any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of
PaineWebber, together with any new director (other than a director
designated by a person who has entered into an agreement with
PaineWebber to effect a transaction described in paragraph (i), (iii),
or (iv) hereof whose election by the Board or nomination for election
by PaineWebber's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved (the "Continuing
Directors"), cease for any reason to constitute at least a majority
thereof;
(iii) The stockholders of PaineWebber approve a merger,
consolidation, recapitalization, or reorganization of PaineWebber, or
a reverse stock split of any class of voting securities of
PaineWebber, or the consummation of any such transaction if
stockholder approval is not obtained, other than any such transaction
which would result in at least 80% of the total voting power
represented by the voting securities of PaineWebber or the surviving
entity outstanding immediately after such transaction being
beneficially owned by persons who together beneficially owned at least
80% of the combined voting power of the voting securities of
PaineWebber outstanding immediately prior to such transaction, with
the relative voting power of each such continuing holder
- 2 -
<PAGE> 5
compared to the voting power of each other continuing holder not
substantially altered as a result of the transaction; provided that,
for purposes of this paragraph (iii), such continuity of ownership
(and preservation of relative voting power) shall be deemed to be
satisfied if the failure to meet such 80% threshold (or to
substantially preserve such relative voting power) is due solely to
the acquisition of voting securities by an employee benefit plan of
PaineWebber, such surviving entity, or of any subsidiary of such
surviving entity;
(iv) The stockholders of PaineWebber approve a plan of complete
liquidation of PaineWebber or an agreement for the sale or disposition
by PaineWebber of all or substantially all of PaineWebber's assets (or
any transaction having a similar effect); or
(v) Any other event which the Board of Directors (or the
Compensation Committee of the Board of Directors, if and to the extent
that the Compensation Committee must exercise sole discretion over the
matter in order to comply with applicable requirements of Rule 16b-3
under the Exchange Act), determines shall constitute a Change in
Control for purposes of this Agreement;
provided that a Change in Control shall not be deemed to have occurred under
this Agreement if, prior to the occurrence of a specified event that would
otherwise constitute a Change in Control under paragraphs (i) through (iv)
hereof, the Continuing Directors of PaineWebber then in office, by a majority
vote thereof, determine that the occurrence of such specified event shall not
be deemed to be a Change in Control hereunder or shall not be deemed to be a
Change in Control with respect to a particular Participant under this Agreement
if the Change in Control results from actions or events in which such
Participant is a participant in a capacity other than solely as an officer,
employee or director of PaineWebber.
(d) The Participant may elect to defer the delivery at the end of
the Restricted Period of PaineWebber Stock representing vested RSUs if and to
the extent permitted by the Committee pursuant to the PaineWebber Deferred
Compensation Plan. The Committee shall, in its sole discretion, have the right
at any time to mandatorily defer such delivery and cause to be deemed credited
an equivalent number of shares of Common Stock to a deferral account of the
Participant under the PaineWebber Deferred Compensation Plan. No action of the
Committee under this Section 4(d) shall have the effect of accelerating or
extending the vesting of a Participant's Award hereunder and any credit to the
deferral account of the Participant under the PaineWebber Deferred Compensation
Plan shall be subject to the same terms and conditions with regard to vesting
as set forth in Section 4(a) hereof.
5. Dividend Equivalents.
(a) In the event of an ordinary cash dividend payable on Stock the
record date of which is prior to forfeiture or settlement of RSUs, PaineWebber
shall pay to the Participant an amount equal to the amount of ordinary cash
dividends paid as a dividend on each share of Stock multiplied by the number of
such RSUs credited to the Participant at the record date for such dividend.
Such amounts shall be paid by PaineWebber at the same time that the
corresponding cash dividend on shares of Stock is paid to the PaineWebber
stockholders. If so mandated by the Committee or elected by the Participant
under the PaineWebber Deferred Compensation Plan, such amounts will not be paid
to the Participant, but will instead be deemed to be reinvested in additional
RSUs in accordance with Section 5(d) hereof, which RSUs will be
- 3 -
<PAGE> 6
subject to no Restricted Period, but to the deferral period mandated by the
Committee and/or elected by the Participant under the PaineWebber Deferred
Compensation Plan.
(b) In the event of an extraordinary cash dividend or a non-cash
dividend or distribution in the form of property other than Stock payable on
Stock the record date of which is prior to forfeiture or settlement of RSUs,
PaineWebber shall credit to the Participant the amount of such extraordinary
cash dividend or the fair market value at such record date of the property
other than Stock paid as a dividend or distribution on each share of Stock
multiplied by the number of such RSUs credited to the Participant at such
record date. Such amount will be deemed to be reinvested in additional RSUs in
accordance with Section 5(d) hereof, which RSUs will be subject to the same
Restricted Period (if any) and to the same mandatory and/or elective deferral
period, if any, as applied to the RSUs with respect to which such payment was
credited.
(c) In the event of a dividend or distribution in the form of
Stock payable on Stock the record date of which is prior to forfeiture or
settlement of RSUs, PaineWebber shall credit to the Participant the number of
RSUs equal to the number of whole or fractional shares of Stock paid as a
dividend or distribution on each share of Stock multiplied by the number of
such RSUs credited to the Participant at the record date for such dividend or
distribution. Such additional RSUs will be subject to the same Restricted
Period, if any, and to the same mandatory and/or elective deferral period, if
any, as applied to the RSUs with respect to which such additional RSUs were
credited.
(d) Dividend equivalent amounts deemed to be reinvested under
Section 5(a) or 5(b) entitle the Participant to be credited with a number of
additional RSUs at the date any such dividend or distribution is paid on Stock
equal to the per-share amount of the dividend or distribution multiplied by the
number of RSUs credited to the Participant at the record date for such dividend
or distribution divided by the Fair Market Value per share of Stock determined
in accordance with the Plan on the dividend or distribution payment date.
6. Settlement. RSUs not theretofore forfeited under Section 4(b)
shall be settled by delivery as promptly as practicable following the
expiration of the Restricted Period and any mandatory and/or elective deferral
period of one share of Stock for each RSU with respect to which the Restricted
Period and any mandatory and/or elective deferral period has lapsed. Upon
settlement of any RSU, such RSU will be cancelled.
7. Taxes. Upon expiration of the Restricted Period under Section
4(a) hereof and any mandatory and/or elective deferral period under the
PaineWebber Deferred Compensation Plan, PaineWebber shall be entitled as a
condition of the delivery of Stock representing the RSUs to the Participant
that the Participant remit or, in appropriate cases (including cases in which
taxation of the Participant is deferred), agree to remit when due an amount
sufficient to satisfy all federal, state and local withholding and employment
tax requirements relating to such delivery. Subject to the approval of the
Committee, the Participant will be entitled to elect to have PaineWebber
withhold from the Stock to be delivered or elect to deliver to PaineWebber from
shares of Stock owned separately by the Participant, a sufficient number of
such shares of Stock to satisfy the federal, state and local withholding and
employment tax obligations relating to the expiration of the Restricted Period
and any deferral period and the delivery of Stock (and the Company's
withholding obligations) to the extent, if any, permitted under rules and
regulations adopted by the Committee and in effect at the time of such
expiration. In such case, the Stock withheld or the Stock surrendered will be
valued at the Fair Market Value determined in accordance with the Plan.
- 4 -
<PAGE> 7
8. Adjustments. The number of RSUs credited to the Participant,
and the kind of security to be delivered in settlement thereof, shall be
appropriately adjusted, in the discretion of the Committee, to reflect
transactions specified in Section 8(c) of the Plan affecting Stock other than
dividends (which result in payments or crediting of additional RSUs under
Section 5 hereof).
9. Employment of Participant. Neither the grant of the RSUs nor
anything in this Agreement or the Plan shall (i) be construed as a commitment,
guarantee, agreement or understanding of any kind that PaineWebber will
continue to employ the Participant or employee, or (b) interfere in any way
with the right of PaineWebber to terminate the Participant's or employee's
employment at any time.
10. Miscellaneous.
(a) This Agreement shall bind and inure to the benefit of the
Participant and his or her executors or administrators, heirs and personal and
legal representatives, and to PaineWebber and its successors and assigns.
(b) This Agreement shall be construed and enforced in accordance
with Section 8(j) of the Plan.
(c) This Agreement, together with the Plan, sets forth the entire
agreement between the parties with respect to the subject matter hereof, and
there are no agreements, understandings, warranties or representations,
written, express or implied, between them with respect to the RSUs other than
as set forth herein or therein.
(d) When used herein, "PaineWebber" shall mean Paine Webber Group
Inc. and shall include any corporation which, at the time of reference, is a
subsidiary of PaineWebber within the meaning of Section 424(f) of the Code.
(e) Except as otherwise expressly provided in this Agreement, this
Agreement may not be modified, amended or terminated except by a writing signed
by both parties hereto provided that PaineWebber, upon notice to the
Participant, may unilaterally amend this Agreement in any way that does not
extend the Restricted Period or materially adversely affect the Participant's
rights in or to the RSUs awarded hereunder. No waiver of any provision hereof
shall be effective unless evidenced by a writing signed by the party against
whom it is sought to be enforced. No waiver of any breach of any term hereof
shall be construed as a waiver of any subsequent breach of such term or as a
waiver of any other term hereof.
- 5 -
<PAGE> 1
EXHIBIT 4.4
PAINEWEBBER
- --------------------------------------------------------------------------------
RESTRICTED STOCK AGREEMENT
UNDER THE
1994 STOCK AWARD PLAN
- --------------------------------------------------------------------------------
PAINEWEBBER RESTRICTED STOCK AGREEMENT (the "Agreement"), effective as
of ____________________ (the "Effective Date"), between Paine Webber Group Inc.
("PaineWebber") and the individual whose signature appears below (the
"Participant").
The Compensation Committee of the Board of Directors of PaineWebber
(the "Committee") has awarded to Participant the number of shares of
PaineWebber Stock (the "Award Shares," which includes any additional Award
Shares acquired under Section 5) set forth below as Restricted Stock under the
PaineWebber 1994 Stock Award Plan (the "Plan"), subject to the terms,
definitions, and conditions of the Plan and this Agreement (including the
Restricted Stock Terms and Conditions attached hereto).
The Award Shares of Restricted Stock granted hereby are subject to
forfeiture in the event of the termination of Participant's employment prior to
the expiration of the Restricted Period specified below opposite such number of
Award Shares, as specified in Section 4(a) and (b) hereof. Upon expiration of
the Restricted Period, all restrictions on the Award Shares under the Plan and
this Agreement will lapse, and PaineWebber will cause to be delivered one or
more certificates representing the Award Shares to Participant. The expiration
of the Restricted Periods is subject to acceleration as specified in Section
4(a) hereof.
1. PARTICIPANT:
Name
-----------------------------------------
Address
--------------------------------------
Social Security Number
-----------------------
2. TOTAL NUMBER OF AWARD SHARES GRANTED:
--------
3. RESTRICTED PERIODS:
Number of Restricted Period
Award Shares End Date
------------ -----------------
------------ -----------------
------------ -----------------
------------ -----------------
<PAGE> 2
IN WITNESS WHEREOF, PaineWebber and the Participant have duly executed
this Agreement, as of the Effective Date stated above.
PAINE WEBBER GROUP INC. PARTICIPANT
By By
---------------------------- ---------------------------
Name Name
------------------------- ------------------------
Title
------------------------
Enclosures: Restricted Stock Terms and Conditions for 1994 Stock Award
Plan 1994 Stock Award Plan Document
<PAGE> 3
RESTRICTED STOCK TERMS AND CONDITIONS
of the Restricted Stock Agreement under the
1994 Stock Award Plan
- --------------------------------------------------------------------------------
1. Acceptance of Award Shares: Incorporation of Plan Provisions.
(a) The Participant hereby accepts the Award Shares subject to the
terms and conditions set forth in this Agreement and consents to and agrees to
comply with such terms and conditions. All of the terms and conditions of the
Plan are hereby incorporated by reference in this Agreement as though fully set
forth herein. Terms defined in the Plan but not in this Agreement shall have
the meanings set forth in the Plan. To the extent of any conflict between the
provisions of this Agreement and those of the Plan, the provisions of the Plan
shall govern. Participant acknowledges receipt of a copy of the Plan.
(b) To facilitate the operation of the Plan and secure the
restrictions thereof and hereof, PaineWebber has entered into an agreement with
Mellon Bank Corporation (together with its successors and assigns, the "Agent")
pursuant to which the Agent, as custodian, will hold on behalf and for the
benefit of the Participant the certificate(s) representing the Award Shares and
deliver them as provided herein (the "Custodianship Agreement"); and the
Participant acknowledges and consents to the delivery of the certificate(s)
representing the Award Shares to the Agent. Until delivered to the Participant
by the Agent, the Award Shares shall be evidenced by one or more certificates
registered in the name of the Agent or its nominee (which may be held in the
form of a single certificate representing all Award Shares held by the Agent
for some or all recipients of similar awards under the Plan and other plans of
PaineWebber). The Participant agrees to execute such other instruments and
documents, and take such further action, as may be requested from time to time
by PaineWebber or the Agent to maintain such registration or to effectuate or
enforce the restrictions hereunder.
(c) The Award Shares awarded as Restricted Stock to the
Participant under this Agreement are awarded in consideration of past services
of the Participant, and in consideration of the services to be performed by the
Participant during the Restricted Period. The Committee hereby determines that
the aggregate value of such past services of Participant serving as
consideration for the Award Shares is equal to the aggregate par value of the
Award Shares.
2. Rights as a Stockholder. Subject to the terms and provisions
of the Delaware General Corporation Law and of this Agreement, the Participant
shall have all of the rights of a beneficial owner of the Award Shares,
including the right to vote or direct the voting of the Award Shares and to
receive all ordinary cash dividends with respect thereto; provided that, if any
extraordinary cash dividend or any non-cash dividend or distribution is made
with respect to Award Shares prior to the expiration of the Restricted Period,
such dividend will not be paid to the Participant directly but instead will be
subject to Section 5 hereof, and in other cases of changes affecting the Award
Shares any property representing the Award Shares will remain subject to
Section 7 hereof.
3. Transfer Restrictions. During the applicable Restricted
Period, the Award Shares, the rights of the Participant with respect thereto,
and this Agreement may not be assigned, transferred, sold, margined, optioned,
pledged or otherwise encumbered or disposed of by the Participant or by the
Agent on behalf of the Participant (collectively, a "Transfer") unless
otherwise determined by the Committee. PaineWebber will not be required to
recognize or to record any Transfer or attempted Transfer of any Award Shares
in violation of the foregoing restrictions, and any such Transfer or attempted
Transfer shall be null and void unless otherwise determined by the
<PAGE> 4
Committee. The certificate(s) representing the Award Shares shall bear such
restrictive legends as PaineWebber may deem appropriate to reflect any
restrictions applicable to the Award Shares, including the foregoing and any
restrictions on transfer applicable under the Securities Act of 1933, as
amended.
4. Expiration of Restricted Period.
(a) The Restricted Period will expire ("vesting" will occur) with
respect the number of Award Shares specified in this Agreement (and any
additional Award Shares relating thereto acquired under Section 5) on the date
designated as "Restricted Period End Date" opposite such number of Award Shares
on the signature page of this Agreement. The foregoing notwithstanding, the
Restricted Period applicable to all Award Shares under this Agreement shall
expire on an accelerated basis at the time the Participant's employment with
PaineWebber terminates as a result of his or her (i) death, (ii) "Disability"
(as defined in the PaineWebber tax qualified defined benefit pension plan
applicable to the Participant), or (iii) voluntary retirement on or after his
or her "Normal Retirement Date" (as defined in such pension plan) or early
retirement with the consent of the Committee from employment by PaineWebber or
its subsidiaries ("Retirement"), and such Restricted Period shall expire on an
accelerated basis upon the occurrence of a Change in Control (as defined
below). As promptly as practicable following the expiration of the Restricted
Period, PaineWebber shall cause the certificate(s) representing the Award
Shares on which the restrictions have lapsed to be released by the Agent and
transferred and delivered by the Agent to the Participant free of such
restrictions, subject to the terms of Section 6 hereof and to any restrictions
under Section 8(a) of the Plan.
(b) In the event that, prior to the expiration of the Restricted
Period applicable to Award Shares, the Participant shall cease to be an
employee of PaineWebber for any reason other than death, Disability, or
Retirement, such Award Shares (including any additional Award Shares relating
thereto acquired under Section 5 hereof) shall automatically be forfeited by the
Participant. Participant hereby acknowledges and consents that the Agent, upon
such a forfeiture, shall, on behalf of the Participant, relinquish, forfeit and
transfer such Award Shares to PaineWebber without any further action on the
part of the Participant.
(c) "Change in Control" shall mean the occurrence of any of the following
events:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than PaineWebber, any trustee or other
fiduciary holding securities under an employee benefit plan of
PaineWebber, or any corporation owned, directly or indirectly, by the
stockholders of PaineWebber in substantially the same proportions as
their contemporaneous ownership of voting securities of PaineWebber,
is or becomes a "20% Beneficial Owner." For purposes of this
provision, a "20% Beneficial Owner" shall mean a person who is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of PaineWebber
representing 20% or more of the combined voting power of PaineWebber's
then-outstanding voting securities; provided that (A) the term "20%
Beneficial Owner" shall not include any Beneficial Owner who has
crossed such 20% percent threshold solely as a result of an
acquisition of securities directly from PaineWebber, or solely as a
result of an acquisition by PaineWebber of PaineWebber securities,
until such time thereafter as such person acquires additional voting
securities other than directly from PaineWebber and, after giving
effect to such acquisition, such person would constitute a 20%
Beneficial Owner, and (B) with respect to any person who is and
remains eligible to file a Schedule 13G pursuant to Rule 13d-1(b)(1)
under the Exchange Act with respect to PaineWebber securities, there
shall be excluded from the number of securities deemed to be
beneficially owned by such person for purposes of determining whether
such person
- 2 -
<PAGE> 5
is a 20% Beneficial Owner a number of securities representing 10% of
the combined voting power of PaineWebber's then- outstanding voting
securities;
(ii) During any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of
PaineWebber, together with any new director (other than a director
designated by a person who has entered into an agreement with
PaineWebber to effect a transaction described in paragraph (i), (iii),
or (iv) hereof) whose election by the Board or nomination for election
by PaineWebber's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved (the "Continuing
Directors"), cease for any reason to constitute at least a majority
thereof;
(iii) The stockholders of PaineWebber approve a merger,
consolidation, recapitalization, or reorganization of PaineWebber, or
a reverse stock split of any class of voting securities of
PaineWebber, or the consummation of any such transaction if
stockholder approval is not obtained, other than any such transaction
which would result in at least 80% of the total voting power
represented by the voting securities of PaineWebber or the surviving
entity outstanding immediately after such transaction being
beneficially owned by persons who together beneficially owned at least
80% of the combined voting power of the voting securities of
PaineWebber outstanding immediately prior to such transaction, with
the relative voting power of each such continuing holder compared to
the voting power of each other continuing holder not substantially
altered as a result of the transaction; provided that, for purposes of
this paragraph (iii), such continuity of ownership (and preservation
of relative voting power) shall be deemed to be satisfied if the
failure to meet such 80% threshold (or to substantially preserve such
relative voting power) is due solely to the acquisition of voting
securities by an employee benefit plan of PaineWebber, such surviving
entity, or of any subsidiary of such surviving entity;
(iv) The stockholders of PaineWebber approve a plan of complete
liquidation of PaineWebber or an agreement for the sale or disposition
by PaineWebber of all or substantially all of PaineWebber's assets (or
any transaction having a similar effect); or
(v) Any other event which the Board of Directors (or the
Compensation Committee of the Board of Directors, if and to the extent
that the Compensation Committee must exercise sole discretion over the
matter in order to comply with applicable requirements of Rule 16b-3
under the Exchange Act), determines shall constitute a Change in
Control for purposes of this Agreement;
provided that a Change in Control shall not be deemed to have occurred under
this Agreement if, prior to the occurrence of a specified event that would
otherwise constitute a Change in Control under paragraphs (i) through (iv)
hereof, the Continuing Directors of PaineWebber then in office, by a majority
vote thereof, determine that the occurrence of such specified event shall not
be deemed to be a Change in Control hereunder or shall not be deemed to be a
Change in Control with respect to a particular Participant under this Agreement
if the Change in Control results from actions or events in which such
Participant is a participant in a capacity other than solely as an officer,
employee or director of PaineWebber.
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<PAGE> 6
5. Other Dividends.
(a) In the event of an extraordinary cash dividend or a non-cash
dividend or distribution in the form of property other than Stock payable on
Award Shares the record date of which is prior to the expiration of the
Restricted Period applicable to such Award Shares, PaineWebber shall retain the
amount of such extraordinary cash dividend or such other property and, in lieu
of delivery thereof, shall award to the Participant additional shares of
Restricted Stock having a Fair Market Value at the record date of the dividend
or distribution equal to the amount of cash and fair market value (as
determined by the Committee) of such property paid as a dividend or
distribution on each share of Stock multiplied by the number of Award Shares as
to which the Restricted Period had not expired at the record date thereof. Such
additional Award Shares will be subject to the same Restriction Period and the
terms and conditions of this Agreement as applied to the Award Shares with
respect to which such dividend or distribution was made.
(b) In the event of a dividend or distribution in the form of
Stock payable on Award Shares the record date of which is prior to the
expiration of the Restricted Period applicable to such Award Shares, the Stock
issued or delivered as such dividend or distribution shall be deemed to be
additional Award Shares, and shall be subject to the same Restricted Period and
the terms and conditions of this Agreement as applied to the Award Shares with
respect to which such dividend or distribution was made.
6. Taxes. Upon expiration of the Restricted Period under Section
4(a) hereof or simultaneously with the filing with the Internal Revenue Service
of the election permitted to be made under Section 83(b) of the Code with
respect to Award Shares, PaineWebber shall be entitled to require as a
condition of the delivery of Stock representing the Award Shares to the
Participant that the Participant remit, or agree to remit when due, an amount
sufficient to satisfy all federal state or local withholding and employment tax
requirements relating to such expiration or filing of such election.
Furthermore, PaineWebber shall have the right to deduct and withhold from any
dividends or other distributions paid with respect to Award Shares any
applicable withholding and employment taxes. Subject to approval of the
Committee, the Participant will be entitled to elect to have PaineWebber
withhold from the Stock to be delivered or elect to deliver to PaineWebber from
shares of Stock owned separately by the Participant, a sufficient number of
shares of Stock to satisfy the federal, state and local withholding and
employment tax obligations of the Participant relating to the expiration of the
Restricted Period or filing of an election with the Internal Revenue Service
(and the Company's withholding obligation) to the extent, if any, permitted
under rules and regulations adopted by the Committee and in effect at the time
of such expiration or filing of such election. In such case, the Stock withheld
or Stock surrendered will be valued at the Fair Market Value determined in
accordance with the Plan.
7. Adjustments. In the event of any transaction specified in
Section 8(c) of the Plan affecting Stock other than dividends (which are
subject to Section 5 hereof), any property into which the Award Shares are
changed or distributed in additional to Award Shares shall be subject to the
same Restricted Period and the terms and conditions of this Agreement as would
have then applied to the Award Shares.
8. Employment of Participant. Neither the grant of the Award
Shares nor anything in this Agreement or the Plan shall (i) be construed as a
commitment, guarantee, agreement or understanding of any kind that PaineWebber
will continue to employ the Participant or employee, or (b) interfere in any
way with the right of PaineWebber to terminate the Participant's or employee's
employment at any time.
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<PAGE> 7
9. Miscellaneous.
(a) This Agreement shall bind and inure to the benefit of the
Participant and his or her executors or administrators, heirs and personal and
legal representatives, and to PaineWebber and its successors and assigns.
(b) This Agreement shall be construed and enforced in accordance
with Section 8(j) of the Plan.
(c) This Agreement, together with the Plan, sets forth the entire
agreement between the parties with respect to the subject matter hereof, and
there are no agreements, understandings, warranties or representations,
written, express or implied, between them with respect to the Award Shares
other than as set forth herein or therein.
(d) When used herein, "PaineWebber" shall mean Paine Webber Group
Inc. and shall include any corporation which, at the time of reference, is a
subsidiary of PaineWebber within the meaning of Section 424(f) of the Code.
(e) Except as otherwise expressly provided in this Agreement, this
Agreement may not be modified, amended or terminated except by a writing signed
by both parties hereto provided that PaineWebber, upon notice to the
Participant, may unilaterally amend this Agreement in any way that does not
extend the Restricted Period or materially adversely affect the Participant's
rights in or to the Award Shares. No waiver of any provision hereof shall be
effective unless evidenced by a writing signed by the party against whom it is
sought to be enforced. No waiver of any breach of any term hereof shall be
construed as a waiver of any subsequent breach of such term or as a waiver of
any other term hereof.
- 5 -
<PAGE> 1
EXHIBIT 5
September 12, 1994
Board of Directors
Paine Webber Group Inc.
1285 Avenue of the Americas
New York, New York 10019
RE: Registration Statement On Form S-8
1994 Stock Award Plan
Dear Sirs:
In connection with the registration statement on Form S-8 of Paine
Webber Group., a Delaware corporation (the "Company"), being filed with the
Securities and Exchange Commission on about September 13, 1994 and relating to
the offering of shares of the Company's common stock, par value $1 per share
(the "Stock"), under the Company's 1994 Stock Award Plan (the "Plan"), I have
examined the Company's corporate records, certificates and other documents and
instruments and have considered such questions of law as I deemed necessary to
render this opinion.
On the basis of the foregoing, I am of the opinion that, under the laws
of the State of Delaware, the Stock has been duly authorized and, when issued
and paid for pursuant to the Plan, will be legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
Theodore A. Levine
General Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm as experts in "Item 3., Incorporation
of Documents by Reference" of the Registration Statement (Form S-8) pertaining
to the Pain Webber Group Inc. 1994 Stock Award Plan of Paine Webber Group Inc.
for under the related Plan Information Statement of Paine Webber Group Inc. for
the registration of 7,500,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 24, 1994, except
for the note as to the subsequent event, for which the date is February 3,
1994, with respect to the consolidated financial statements and schedules of
Paine Webber Group Inc. included or incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
September 12, 1994
