<PAGE>
As filed with the Securities and Exchange Commission on December 4, 1995.
Registration No. 33-________
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________
Incorporated LSI INDUSTRIES INC. I.R.S. Employer
Under the Laws 10000 Alliance Road Identification No.
of Ohio CINCINNATI, OHIO 45242 31-0888951
_______________________________
1995 STOCK OPTION PLAN
_______________________________
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
_________________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
_________________ __________ _________ _____________ ___________
Common Stock, 450,000* $15.25** $68,862,500** $2,367***
No par value Shares
* This Registration Statement is filed for up to 450,000 shares
issuable upon exercise of options granted pursuant to the 1995
Stock Option Plan.
** Estimated solely for purposes of calculating registration fee.
*** Registration fee has been calculated pursuant to Rule 457(h) based on
the average of the high and low prices of the Common Stock quoted on
the Nasdaq Stock Market on November 28, 1995 of $15.25 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by LSI Industries Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.
3. The description of the Company's Common Stock contained
in the Registration Statement on Form 8-A filed on
April 11, 1985 under the Securities Act of 1934.
All reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all Common Stock offered has been
sold or which deregisters all Common Stock then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be
passed upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
Michael J. Burke, a Director and Assistant Secretary of the
Company, is a partner of Keating, Muething & Klekamp. Attorneys
of Keating, Muething & Klekamp own 33,575 shares of the Company's
Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law
allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the Registrant, by reason of the
fact that he is or was a director, officer, employee or agent of
the Registrant, against expenses, including judgments and fines,
if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Registrant and
with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the
Registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for
negligence or misconduct to the Registrant, unless the court
determines that in view of all the circumstances, such person if
fairly and reasonably entitled to indemnity for such expenses.
The right to indemnification is mandatory in the case of a
director or officer who is successful on the merits or otherwise.
Permissive indemnification is to be made by a court of competent
jurisdiction, the majority vote of a quorum of disinterested
directors, the written opinion of independent counsel or by the
shareholders.
The Registrant's Code of Regulations provides that the
Company shall indemnify such persons to the fullest extent
permitted by law.
The Registrant maintains director and officer liability
insurance which provides coverage against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits*
4.1 1995 Stock Option Plan.
5 Opinion of Keating, Muething & Klekamp.
23.1 Consent of Keating, Muething & Klekamp (contained on
Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (contained on the signature page).
_______________________________
* All exhibits filed herewith.
<PAGE>
Item 9 Undertakings
9.1 The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement and (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 (i) and (ii) shall not apply
if the information required to be included in a post-effective
amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes 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.
9.3 The undersigned Registrant hereby undertakes 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.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in 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.
<PAGE>
9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Cincinnati, Ohio, on December 4, 1995.
LSI INDUSTRIES INC.
By:/s/Robert J. Ready
_______________________
Robert J. Ready
President and Chairman of
the Board
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
_________ ________ ____
/s/Robert J. Ready President and December 4, 1995
______________________ Chairman of the Board
Robert J. Ready of Directors
(Principal Executive
Officer)
/s/James P. Sferra Executive Vice December 4, 1995
______________________ President and
James P. Sferra* Director
/s/Ronald S. Stowell Chief Financial December 4, 1995
______________________ Officer and Treasurer
Ronald S. Stowell (Principal Financial
Officer and Principal
Accounting Officer)
/s/Donald E. Whipple President, LSI December 4, 1995
______________________ Lighting Systems and
Donald E. Whipple* Insight Graphic
Systems, Secretary
and Director
/s/John N. Taylor, Jr. Director December 4, 1995
______________________
John N. Taylor, Jr.*
/s/Michael J. Burke Assistant Secretary December 4, 1995
______________________ and Director
Michael J. Burke*
/s/Allen L. Davis Director December 4, 1995
______________________
Allen L. Davis*
<PAGE>
EXHIBIT INDEX
_____________
Exhibit No. Description Page
___________ ___________ ____
4.1 1995 Stock Option Plan Filed
herewith
5 Opinion of Keating, Muething & Filed
Klekamp herewith
24.1 Consent of Price Waterhouse LLP Filed
herewith
24.2 Consent of Keating, Muething & Included in
Klekamp Exhibit 5
<PAGE>
EXHIBIT 5
FACSIMILE (513) 579-6956
December 4, 1995
Direct Dial: (513) 579-6411
LSI Industries Inc.
10000 Alliance Road
Cincinnati, Ohio 45242
Dear Sir or Madam:
We serve as general counsel to LSI Industries Inc. (the
"Company") and are familiar with its Articles of Incorporation,
Code of Regulations and corporate proceedings generally. We have
reviewed the corporate records as to the establishment of the
Company's 1995 Stock Option Plan which calls for the issuance of
up to 450,000 shares of Common Stock to employees upon their
exercise of options that may be granted to them. Based upon such
examination and considerations, we are of the opinion:
1. That the Company is a duly organized and validly
existing corporation under the laws of the State of Ohio; and
2. That the Company has taken all necessary and required
corporate actions in connection with the proposed issuance of
450,000 shares of Common Stock and that Common Stock, when issued
and delivered, will be validly issued, fully paid and
non-assessable shares of Common Stock of the Company.
We hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorneys who have passed
upon legal matters in connection with the issuance of the
aforesaid Common Stock and to the filing of this opinion as an
exhibit to the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP
BY:__________________________
Gary P. Kreider
slh
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 18,
1995 appearing on page S-4 of LSI Industries Inc.'s Annual Report
on Form 10-K for the year ended June 30, 1995.
Price Waterhouse LLP
Cincinnati, Ohio
December 4, 1995
<PAGE>
EXHIBIT 4.1
LSI INDUSTRIES INC.
1995
STOCK OPTION PLAN
ARTICLE 1.
OBJECTIVES
LSI INDUSTRIES INC. ("LSI") has established this Stock
Option Plan effective May 2, 1995 as an incentive to the
attraction and retention of dedicated and loyal employees of
outstanding ability, to stimulate the efforts of such persons in
meeting the Company's objectives and to encourage ownership of
the Company's Common Stock by employees.
ARTICLE 2.
DEFINITIONS
2.1 For purposes of the Plan the following terms shall
have the definition which is attributed to them, unless another
definition is clearly indicated by a particular usage and con-
text.
A. "Code" means the Internal Revenue Code of 1986.
B. The "Company" means LSI and any subsidiary of LSI
as the term "subsidiary" is defined in Section 424(f) of the
Code.
C. "Date of Exercise" means the date on which the
Company has received a written notice of exercise of an
Option, in such form as is acceptable to the Committee, and
full payment of the purchase price.
D. "Date of Grant" means the date on which the
Committee makes an award of an Option.
E. "Eligible Employee" means any individual who
performs services for the Company and is treated as an
employee for federal income tax purposes.
F. "Fair Market Value" means the last sale price
reported on any stock exchange or over-the-counter trading
system on which Shares are trading on the last trading day
prior to a specified date or, if no last sale price is
reported, the average of the closing bid and asked prices
for a Share on the last trading day prior to any specified
date. If no sale has been made on such prior trading day,
then prices on the last preceding day on which any such sale
shall have been made shall be used in determining Fair
Market Value under either method prescribed in the previous
sentence.
<PAGE>
G. "Incentive Stock Option" shall have the same
meaning as given to that term by Section 422 of the Code.
H. "Nonqualified Stock Option" means any Option
granted under the Plan which is not considered an Incentive
Stock Option.
I. "Option" means the right to purchase a stated
number of Shares at a specified price. The option may be
granted to an Eligible Employee subject to the terms of this
Plan, and such other conditions and restrictions as the
Committee deems appropriate. Each Option shall be designated
by the Committee to be either an Incentive Stock Option or a
Nonqualified Stock Option.
J. "Option Price" means the purchase price per Share
subject to an Option and shall be fixed by the Committee,
but shall not be less than 100% of the Fair Market Value of
a Share on the Date of Grant in the case of an Incentive
Stock Option.
K. "Permanent and Total Disability" shall mean any
medically determinable physical or mental impairment render-
ing an individual unable to engage in any substantial gain-
ful activity, which disability can be expected to result in
death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
L. "Plan" means this 1995 Stock Option Plan as it may
be amended from time to time.
M. "Share" means one share of the Common Stock, no
par value, of the Company.
<PAGE>
ARTICLE 3.
ADMINISTRATION
3.1 The Plan shall be administered by a committee (the
"Committee") designated by the Board of Directors of the Company.
The Committee shall be comprised solely of three or more
directors each of whom shall be (i) a "disinterested person" as
defined under Rule 16b-3 of the Securities and Exchange Act of
1934 (the "Act") and (ii) an "outside director" to the extent
required by Section 162(m) of the Internal Revenue Code ("Section
162(m)"). Notwithstanding the foregoing, to the extent relevant
state law now or hereafter permits, the Committee may be
comprised solely of two or more such directors.
Actions shall be taken by a majority of the Committee.
3.2 Except as specifically limited by the provisions of the
Plan, the Committee in its discretion shall have the authority
to:
A. Determine which Eligible Employees shall be
granted Options;
B. Determine the number of Shares which may be
subject to each Option;
C. Determine the Option Price;
D. Determine the term of each Option;
E. Determine whether each Option is an Incentive
Stock Option or Nonqualified Stock Option;
F. Interpret the provisions of the Plan and decide
all questions of fact arising in its application; and
G. Prescribe such rules and procedures for Plan
administration as from time to time it may deem advisable.
3.3 Any action, decision, interpretation or determination
by the Committee with respect to the application or administra-
tion of this Plan shall be final and binding upon all persons,
and need not be uniform with respect to its determination of
recipients, amount, timing, form, terms or provisions of Options.
3.4 No member of the Committee shall be liable for any
action or determination taken or made in good faith with respect
to the Plan or any Option granted hereunder, and to the extent
permitted by law, all members shall be indemnified by the Company
for any liability and expenses which may occur through any claim
or cause of action.
<PAGE>
ARTICLE 4.
SHARES SUBJECT TO PLAN
4.1 The Shares that may be made subject to Options granted
under the Plan shall not exceed 300,000 Shares in the aggregate.
Except as provided in Section 4.2, upon lapse or termination of
any Option for any reason without being completely exercised, the
Shares which were subject to such Option may again be subject to
other Options.
4.2 The maximum number of Shares with respect to which
options may be granted to any employee during each fiscal year of
the Company is 50,000. If an Option is cancelled, it continues
to be counted against the maximum number of Shares for which
Options may be granted to an employee. If an Option is repriced,
the transaction is treated as a cancellation of the Option and a
grant of a new Option.
ARTICLE 5.
GRANTING OF OPTIONS
Subject to the terms and conditions of the Plan, the
Committee may, from time to time prior to May 2, 2005, grant
Options to Eligible Employees on such terms and conditions as the
Committee may determine. More than one Option may be granted to
the same Eligible Employee.
ARTICLE 6.
TERMS OF OPTIONS
6.1 Subject to specific provisions relating to Incentive
Stock Options set forth in Article 9, each Option shall be for a
term of from one to ten years from the Date of Grant and may not
be exercised during the first twelve months of the term of said
Option. Commencing on the first anniversary of the Date of Grant
of an Option, the Option may be exercised for 25% of the total
Shares covered by the Option with an additional 25% of the total
Shares covered by the Option becoming exercisable on each
succeeding anniversary until the Option is exercisable to its
full extent. This right of exercise shall be cumulative and
shall be exercisable in whole or in part. The Committee in its
sole discretion may permit particular holders of Options to
exercise an Option to a greater extent than provided herein. The
Committee may establish a different exercise schedule and impose
other conditions upon exercise for any particular Option or
groups of Options on the Date of Grant.
<PAGE>
6.2 The holder of an Option must remain continuously in the
service of the Company as an employee for a period of at least
twelve months; provided, however, that employment shall be at the
pleasure of the Board of Directors or officers of the Company at
such compensation as the Company shall determine. Nothing con-
tained in this Plan or in any Option granted pursuant to it shall
confer upon any employee any right to continue in the employ of
the Company or to interfere in any way with the right of the
Company to terminate employment at any time. So long as a holder
of an Option shall continue to be an employee of the Company, the
Option shall not be affected by any change of the employee's
duties or position.
ARTICLE 7.
EXERCISE OF OPTIONS
Any person entitled to exercise an Option in whole or in
part, may do so by delivering a written notice of exercise to the
Company, attention Corporate Secretary, at its principal office.
The written notice shall specify the number of Shares for which
an Option is being exercised and the grant date of the option
being exercised and shall be accompanied by full payment of the
Option Price for the Shares being purchased.
ARTICLE 8.
PAYMENT OF OPTION PRICE
8.1 Payment of the Option Price may be made in cash, by the
tender of Shares, or both. Shares tendered shall be valued at
their Fair Market Value.
8.2 Payment through tender of Shares may be made by
instruction from the Optionee to the Company to withhold from the
Shares issuable upon exercise that number which have a Fair
Market Value equal to the exercise price for the Option or
portion thereof being exercised.
ARTICLE 9.
INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
9.1 The Committee in its discretion may designate whether
an Option is to be considered an Incentive Stock Option or a
Nonqualified Stock Option. The Committee may grant both an
Incentive Stock Option and a Nonqualified Stock Option to the
same individual. However, where both an Incentive Stock Option
and a Nonqualified Stock Option are awarded at one time, such
Options shall be deemed to have been awarded in separate grants,
shall be clearly identified, and in no event will the exercise of
one such Option affect the right to exercise the other such
Option.
9.2 Any option designated by the Committee as an Incentive
Stock Option will be subject to the general provisions applicable
to all Options granted under the Plan. In addition, the Incen-
tive Stock Option shall be subject to the following specific
provisions:
<PAGE>
A. At the time the Incentive Stock Option is granted,
if the Eligible Employee owns, directly or indirectly, stock
representing more than 10% of (i) the total combined voting
power of all classes of stock of the Company, or (ii) a
corporation that owns 50 percent or more of the total
combined voting power of all classes of stock of the
company, then:
(i) The Option Price must equal at least 110% of
the Fair Market Value on the Date of Grant; and
(ii) The term of the Option shall not be greater
than five years from the Date of Grant.
B. The aggregate Fair Market Value of Shares (deter-
mined at the Effective Date of Grant) with respect to which
Incentive Stock Options are exercisable by an Eligible
Employee for the first time during any calendar year under
this Plan or any other plan maintained by the Company shall
not exceed $100,000.
9.3 If any Option is not granted, exercised, or held pur-
suant to the provisions noted immediately above, it will be con-
sidered to be a Nonqualified Stock Option to the extent that the
grant is in conflict with these restrictions.
ARTICLE 10.
TRANSFERABILITY OF OPTION
During the lifetime of an Eligible Employee to whom an
Option has been granted, such Option is not transferable
voluntarily or by operation of law and may be exercised only by
such individual. Upon the death of an Eligible Employee to whom
an Option has been granted, the Option may be transferred to the
beneficiaries or heirs of the holder of the Option by will or by
the laws of descent and distribution.
<PAGE>
ARTICLE 11.
TERMINATION OF OPTIONS
11.1 An Option may be terminated as follows:
A. During the period of continuous employment with
the Company, an Option will be terminated only if it has
been fully exercised or it has expired by its terms.
B. Upon termination of employment for any reason, the
then exercisable portion of any Option will terminate upon
the earlier of (i) the first business day following
expiration of the end of the three month period after the
date of termination, or (ii) the option expiration date set
forth in the Option Agreement. The portion not exercisable
will terminate on the date of termination of employment.
For purposes of the Plan, a leave of absence approved by the
Company shall not be deemed to be termination of employment.
C. If an Eligible Employee holding an Option dies or
becomes subject to a Permanent and Total Disability while
employed or within three months after termination of employ-
ment, such Option may be exercised, to the extent
exercisable on the date of the occurrence of the event which
triggers the operation of this paragraph, at any time by the
estate or guardian of such person or by those persons to
whom the Option may have been transferred by will or by the
laws of descent and distribution until the earlier of
(i) the date which is one year after the date of such death
or occurrence of Permanent and Total Disability, or (ii) the
option expiration date set forth in the Option Agreement.
11.2 Except as provided in Article 12 hereof, in no event
will the continuation of the term of an Option beyond the date of
termination of employment allow the Eligible Employee, or his
beneficiaries or heirs, to accrue additional rights under the
Plan, or to purchase more Shares through the exercise of an
Option than could have been purchased on the day that employment
was terminated. In addition, notwithstanding anything contained
herein, no option may be exercised in any event after the
expiration of ten years from the date of grant of such option.
<PAGE>
ARTICLE 12.
ADJUSTMENTS TO SHARES AND OPTION PRICE
12.1 In the event of changes in the outstanding Common Stock
of the Company as a result of stock dividends, splitups,
recapitalizations, combinations of Shares or exchanges of Shares,
the number and class of Shares and price per share for each
Option covered under the Plan and each outstanding Option shall
be correspondingly adjusted by the Committee.
12.2 The Committee shall make appropriate adjustments in the
Option Price to reflect any spin-off of assets, extraordinary
dividends or other distributions to shareholders.
12.3 In the event of the dissolution or liquidation of the
Company or any merger, consolidation, exchange or other
transaction in which the Company is not the surviving corporation
or in which the outstanding Shares of the Company are converted
into cash, other securities or other property, each outstanding
Option shall terminate as of a date fixed by the Committee pro-
vided that not less than 20 days' written notice of the date of
expiration shall be given to each holder of an Option and each
such holder shall have the right during such period following
notice to exercise the Option as to all or any part of the Shares
for which it is exercisable at the time of such notice. The
Committee, in its sole discretion, may provide that Options in
such circumstances may be exercised to an extent greater than the
number of shares for which they were exercisable at the time of
such a notice.
ARTICLE 13.
OPTION AGREEMENTS
13.1 All Options granted under the Plan shall be evidenced
by a written agreement in such form or forms as the Committee in
its sole discretion may determine.
13.2 Each optionee, by acceptance of an Option under this
Plan, shall be deemed to have consented to be bound, on the
optionee's own behalf and on behalf of the optionee's heirs,
assigns and legal representatives, by all terms and conditions of
this Plan.
ARTICLE 14.
AMENDMENT OR DISCONTINUANCE OF PLAN
14.1 The Board of Directors of the Company may at any time
amend, suspend, or discontinue the Plan; provided, however, that
no amendments by the Board of Directors of the Company shall,
without further approval of the shareholders of the Company:
A. Change the class of Eligible Employees;
B. Except as provided in Articles 4 and 12 hereof,
increase the number of Shares which may be subject to
Options granted under the Plan.
C. Cause the Plan or any Option granted under the
Plan to fail to (i) qualify for exemption from Section 16(b)
of the Act, (ii) be excluded from the $1 million deduction
limitation imposed by Section 162(m), or (iii) qualify as an
"Incentive Stock Option" as defined by Section 422 of the
Internal Revenue Code.
14.2 No amendment or discontinuance of the Plan shall alter
or impair any Option granted under the Plan without the consent
of the holder thereof.
ARTICLE 15.
EFFECTIVE DATE
The Plan shall become effective as of May 2, 1995, having
been adopted by the Board of Directors of the Company on such
date subject to approval by the affirmative vote of the holders
of a majority of the shares of Common Stock of the Company voting
on the issue, and all Options granted prior to such approval are
expressly conditioned upon such approval being received. If
shareholder approval is not received within 12 months of the
effective date, Options granted pursuant to this Plan shall be
null and void.
ARTICLE 16.
MISCELLANEOUS
16.1 Nothing contained in this Plan or in any action taken
by the Board of Directors or shareholders of the Company shall
constitute the granting of an Option. An Option shall be granted
only at such time as a written Option shall have been executed
and delivered to the respective employee and the employee shall
have executed an agreement respecting the Option in conformance
with the provisions of the Plan.
16.2 Certificates for Shares purchased through exercise of
Options will be issued in regular course after exercise of the
Option and payment therefor as called for by the terms of the
Option but in no event shall the Company be obligated to issue
certificates more often than once each quarter of each fiscal
year. No persons holding an Option or entitled to exercise an
Option granted under this Plan shall have any rights or
privileges of a shareholder of the Company with respect to any
Shares issuable upon exercise of such Option until certificates
representing such Shares shall have been issued and delivered.
No Shares shall be issued and delivered upon exercise of an
Option unless and until the Company, in the opinion of its
counsel, has complied with all applicable registration
requirements of the Securities Act of 1933 and any applicable
state securities laws and with any applicable listing
requirements of any national securities exchange on which the
Company securities may then be listed as well as any other
requirements of law.
16.3 This Plan shall continue in effect until the expiration
of all Options granted under the Plan unless terminated earlier
in accordance with Article 14; provided, however, that it shall
otherwise terminate ten years after the Effective Date.
