As filed with the Securities and Exchange Commission on August 14, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASHLAND INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-0122250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Ashland Drive P.O. Box 391
Russell, Kentucky 41169 Ashland, Kentucky 41114
(Address of Principal (Mailing Address)
Executive Offices)
ASHLAND INC.
1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
Thomas L. Feazell
Senior Vice President, General Counsel and Secretary
Ashland Inc.
1000 Ashland Drive
Russell, Kentucky 41169
(Name and address of agent for service)
(606) 329-3333
(Telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1)(2) Price (1)(2) Fee
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Common Stock, par value
$1.00 per share(3) 3,212,000 $51.187 $164,412,644 $49,822
shares
(1) In accordance with Rule 457 under the Securities Act of 1933,
calculated on the basis of $51.187 per share of Common Stock which
was the average of the high and low prices on the New York Stock
Exchange -- Composite Tape on August 11, 1997.
(2) Estimated solely for the purpose of determining the registration fee.
(3) One Right to purchase one-thousandth of a share of Series A Partici-
pating Cumulative Preferred Stock accompanies each share of Common
Stock, par value $1.00 per share.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Securities and Exchange Commission
(the "Commission") pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") (File No. 1-2918), are hereby
incorporated by reference into this registration statement:
(i) Ashland Inc.'s (hereinafter "Ashland") Annual Report on Form 10-K
for the fiscal year ended September 30, 1996;
(ii) Ashland's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996;
(iii) Ashland's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(iv) Ashland's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997;
(v) Ashland's Report on Form 8-K dated November 14, 1996
(vi) Ashland's Report on Form 8-K dated December 9, 1996;
(vii) Ashland's Report on Form 8-K dated January 28, 1997;
(viii) Ashland's Report on Form 8-K dated January 30, 1997;
(ix) Ashland's Report on Form 8-K dated May 21, 1997;
(x) Ashland's Report on Form 8-K dated July 2, 1997;
(xi) the description of Ashland's Common Stock, par value $1.00 per
share, set forth in the Rights Agreement, dated May 16, 1996, together
with Form of Right Certificate filed as Exhibits 4(a) and 4(c),
respectively, to Ashland's Form 8-A filed with the Commission on
May 16, 1996; and
(xii) the description of Ashland's Rights to Purchase Series A
Participating Cumulative Preferred Stock, set forth in the
Registration Statement on Form 8-A dated May 16, 1996.
In addition, all documents hereafter filed with the Commission by
Ashland 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
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 of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby has been passed upon
by Thomas L. Feazell, Esq., Senior Vice President, General Counsel and
Secretary of Ashland. Mr. Feazell owns beneficially 109,431 shares of
Common Stock.
The consolidated financial statements and schedule of Ashland
appearing and incorporated by reference in Ashland's Annual Report (Form
10-K) for the year ended September 30, 1996, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such consolidated
financial statements and schedule are, and audited consolidated financial
statements and schedule to be included in subsequently filed documents will
be, incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents
filed with the Commission) given upon the authority of such firm as experts
in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 271B.8-500 through 580 of the Kentucky Business Corporation
Act contain detailed provisions for indemnification of directors and
officers of Kentucky corporations against judgments, penalties, fines,
settlements and reasonable expenses in connection with litigation. Under
Kentucky law, the provisions of a company's articles and by-laws may govern
the indemnification of officers and directors in lieu of the
indemnification provided for by statute. Ashland has elected to indemnify
its officers and directors pursuant to Articles, its By-laws, as amended,
and by contract rather than to have such indemnification governed by the
statutory provisions.
Article X of Ashland's Articles permits, but does not require, Ashland
to indemnify its directors, officers and employees to the fullest extent
permitted by law. Ashland's By-laws require indemnification of officers and
employees of Ashland and its subsidiaries under certain circumstances.
Ashland has entered into indemnification contracts with each of its
directors that require indemnification to the fullest extent permitted by
law, subject to certain exceptions and limitations.
Ashland has purchased insurance which insures (subject to certain
terms and conditions, exclusions and deductibles) Ashland against certain
costs which it might be required to pay by way of indemnification of its
directors or officers under its Articles or By-laws, indemnification
agreements or otherwise and protects individual directors and officers from
certain losses for which they might not be indemnified by Ashland. In
addition, Ashland has purchased insurance which provides liability coverage
(subject to certain terms and conditions, exclusions and deductibles) for
amounts which Ashland, or the fiduciaries under its employee benefit plans,
which may include its directors, officers and employees, might be required
to pay as a result of a breach of fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Ashland Inc. 1997 Stock Incentive Plan (incorporated by reference
to Exhibit 10.18 to Ashland's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1996 (File No. 1-2918)).
5 Opinion of Thomas L. Feazell, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thomas L. Feazell, Esq. (included as part of Exhibit 5).
24(a) Power of Attorney.
24(b) Certified copy of resolutions of the Board of Directors.
ITEM 9. UNDERTAKINGS.
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 (the "Securities Act") unless the information
required to be included in such post-effective amendment is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15 (d) of the Exchange Act
that are incorporated by reference in the registration statement;
(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,
represent a fundamental change in the information set forth in the
registration statement unless the information required to be included in
such post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act 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.
Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Russell and Commonwealth of
Kentucky on August 14, 1997.
ASHLAND INC.
By: /s/ Thomas L. Feazell
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Thomas L. Feazell
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on August 14, 1997.
Signature Title
Paul W. Chellgren * Chairman of the Board and Chief Executive Officer
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J. Marvin Quin * Senior Vice President and Chief Financial Officer
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Kenneth L. Aulen * Administrative Vice President, Controller and
----------------------- Principal Accounting Officer
Jack S. Blanton * Director
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Thomas E. Bolger * Director
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Samuel C. Butler * Director
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Frank C. Carlucci * Director
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James B. Farley * Director
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Ralph E. Gomory * Director
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Mannie L. Jackson * Director
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Patrick F. Noonan * Director
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Jane C. Pfeiffer * Director
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Michael D. Rose * Director
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William L. Rouse, Jr. * Director
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Robert B. Stobaugh * Director
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* By: /s/ Thomas L. Feazell
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Thomas L. Feazell
Attorney-in-fact
August 14, 1997
* Original powers of attorney authorizing Paul W. Chellgren, Thomas L.
Feazell, James G. Stephenson, and David L. Hausrath and each of them, to
sign the Registration Statement and amendments thereto on behalf of the
above-mentioned directors and officers of the Registrant have been filed
with the Commission as Exhibit 24(a) to this Registration Statement.
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
4 Ashland Inc. 1997 Stock Incentive Plan (incorporated by
reference to Exhibit 10.18 to Ashland's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1996
(File No. 1-2918)).
5 Opinion of Thomas L. Feazell, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thomas L. Feazell, Esq. (included as part of Exhibit 5).
24(a) Power of Attorney.
24(b) Certified copy of resolutions of the Board of Directors.
ASHLAND INC.
1997 STOCK INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of the Ashland Inc. 1997 Stock Incentive Plan is to
promote the interests of Ashland Inc. and its shareholders by providing
incentives to its directors, officers and employees. Accordingly, the
Company may grant to selected officers and employees Options, Stock
Appreciation Rights, Restricted Stock, Merit Awards and Performance Share
Awards in an effort to attract and retain in its employ qualified
individuals and to provide such individuals with incentives to continue
service with Ashland, devote their best efforts to the Company and improve
Ashland's economic performance, thus enhancing the value of the Company for
the benefit of shareholders. The Plan also provides an incentive for
qualified persons, who are not officers or employees of the Company, to
serve on the Board of Directors of the Company and to continue to work for
the best interests of the Company by rewarding such persons with automatic
grants of Restricted Stock of the Company. Options, Stock Appreciation
Rights, Merit Awards and Performance Shares may not be granted to such
Outside Directors under the Plan.
SECTION 2. DEFINITIONS
(A) "Agreement" shall mean a written agreement setting forth the terms
of an Award, to be entered into at the Company's discretion.
(B) "Ashland" shall mean, collectively, Ashland Inc. and its
Subsidiaries.
(C) "Award" shall mean an Option, a Stock Appreciation Right, a
Restricted Stock Award, a Merit Award, or a Performance Share Award, in
each case granted under this Plan.
(D) "Ashland Inc. 1993 Plan" shall mean the Ashland Inc. 1993 Stock
Incentive Plan, as it now exists or as it may hereafter be amended.
(E) "Beneficiary" shall mean the person, persons, trust or trusts
designated by an Employee or Outside Director or if no designation has been
made, the person, persons, trust, or trusts entitled by will or the laws of
descent and distribution to receive the benefits specified under this Plan
in the event of an Employee's or Outside Director's death.
(F) "Board" shall mean the Board of Directors of the Company.
(G) "Change in Control" shall be deemed to occur (1) upon approval of
the shareholders of Ashland (or if such approval is not required, upon the
approval of the Board) of (A) any consolidation or merger of Ashland in
which Ashland is not the continuing or surviving corporation or pursuant to
which shares of Common Stock would be converted into cash, securities or
other property other than a merger in which the holders of Common Stock
immediately prior to the merger will have the same proportionate ownership
of Common Stock of the surviving corporation immediately after the merger,
(B) any sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all or substantially all the assets of
Ashland, or (C) adoption of any plan or proposal for the liquidation or
dissolution of Ashland, (2) when any "person" (as defined in Section
3(a)(9) or 13(d) of the Exchange Act), other than Ashland or any Subsidiary
or employee benefit plan or trust maintained by Ashland, shall become the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of more than 15% of Ashland's Common Stock
outstanding at the time, without the approval of the Board, or (3) at any
time during a period of two consecutive years, individuals who at the
beginning of such period constituted the Board shall cease for any reason
to constitute at least a majority thereof, unless the election or the
nomination for election by Ashland's shareholders of each new director
during such two-year period was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning
of such two-year period.
(H) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(I) "Committee" shall mean the Personnel and Compensation Committee of
the Board, as from time to time constituted, or any successor committee of
the Board with similar functions, which shall consist of three or more
members, each of whom shall be a Non-Employee Director and an "outside
director" as defined in the regulations issued under Section 162(m) of the
Code.
(J) "Common Stock" shall mean the Common Stock of the Company ($1.00
par value), subject to adjustment pursuant to Section 13.
(K) "Company" shall mean, collectively, Ashland Inc. and its
Subsidiaries.
(L) "Employee" shall mean a regular, full-time or part-time employee
of Ashland as selected by the Committee to receive an award under the Plan.
(M) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(N) "Exercise Price" shall mean, with respect to each share of Common
Stock subject to an Option, the price fixed by the Committee at which such
share may be purchased from the Company pursuant to the exercise of such
Option, which price at no time may be less than 100% of the Fair Market
Value of the Common Stock on the date the Option is granted.
(O) "Fair Market Value" shall mean the price of the Common Stock as
reported on the Composite Tape of the New York Stock Exchange on the date
and at the time selected by the Company or as otherwise provided in the
Plan.
(P) "Incentive Stock Option" or "ISO" shall mean an Option that is
intended by the Committee to meet the requirements of Section 422 of the
Code or any successor provision.
(Q) "Merit Award" shall mean an award of Common Stock issued pursuant
to Section 9 of the Plan.
(R) "Non-Employee Director" shall mean a non-employee director within
the meaning of applicable regulatory requirements, including those
promulgated under Section 16 of the Exchange Act.
(S) "Nonqualified Stock Option" or "NQSO" shall mean an Option granted
pursuant to this Plan which does not qualify as an Incentive Stock Option.
(T) "Option" shall mean the right to purchase Common Stock at a price
to be specified and upon terms to be designated by the Committee or
otherwise determined pursuant to this Plan. An Option shall be designated
by the Committee as a Nonqualified Stock Option or an Incentive Stock
Option.
(U) "Outside Director" shall mean a director of the Company who is not
also an Employee of the Company.
(V) "Performance Goals" means performance goals as may be established
in writing by the Committee which may be based on earnings, stock price,
return on equity, return on investment, total return to shareholders,
economic value added, debt rating or achievement of business or operational
goals, such as drilling or exploration targets or profit per barrel. Such
goals may be absolute in their terms or measured against or in relation to
other companies comparably or otherwise situated. Such performance goals
may be particular to an Employee or the division, department, branch, line
of business, subsidiary or other unit in which the Employee works and/or
may be based on the performance of Ashland generally.
(W) "Performance Period" shall mean the period designated by the
Committee during which the performance objectives shall be measured.
(X) "Performance Share Award" shall mean an award of shares of Common
Stock, the issuance of which is contingent upon attainment of performance
objectives specified by the Committee.
(Y) "Performance Shares" shall mean those shares of Common Stock
issuable pursuant to a Performance Share Award.
(Z) "Personal Representative" shall mean the person or persons who,
upon the disability or incompetence of an Employee or Outside Director,
shall have acquired on behalf of the Employee or Outside Director by legal
proceeding or otherwise the right to receive the benefits specified in this
Plan.
(AA) "Plan" shall mean this Ashland Inc. 1997 Stock Incentive Plan.
(BB) "Restricted Period" shall mean the period designated by the
Committee during which Restricted Stock may not be sold, assigned,
transferred, pledged, or otherwise encumbered, which period in the case of
Employees shall not be less than one year from the date of grant (unless
otherwise directed by the Committee), and in the case of Outside Directors
is the period set forth in subsection (B) of Section 8.
(CC) "Restricted Stock" shall mean those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions,
terms, and conditions set forth in the related Agreement, if any.
(DD) "Restricted Stock Award" shall mean an award of Restricted Stock.
(EE) "Retained Distributions" shall mean any securities or other
property (other than regular cash dividends) distributed by the Company in
respect of Restricted Stock during any Restricted Period.
(FF) "Retirement" shall mean retirement of an Employee from the employ
of the Company at any time as described in the Ashland Inc. and Affiliates
Pension Plan or in any successor pension plan, as from time to time in
effect.
(GG) "Section 16(b) Optionee" shall mean an Employee or former
Employee who is subject to Section 16(b) of the Exchange Act.
(HH) "Stock Appreciation Right" or "SAR" shall mean the right of the
holder to elect to surrender an Option or any portion thereof which is then
exercisable and receive in exchange therefor shares of Common Stock, cash,
or a combination thereof, as the case may be, with an aggregate value equal
to the excess of the Fair Market Value of one share of Common Stock over
the Exercise Price specified in such Option multiplied by the number of
shares of Common Stock covered by such Option or portion thereof which is
so surrendered. An SAR may only be granted concurrently with the grant of
the related Option. An SAR shall be exercisable upon any additional terms
and conditions (including, without limitation, the issuance of Restricted
Stock and the imposition of restrictions upon the timing of exercise) which
may be determined as provided in the Plan.
(II) "Subsidiary" shall mean any present or future subsidiary
corporations, as defined in Section 424 of the Code, of Ashland.
(JJ) "Tax Date" shall mean the date the withholding tax obligation
arises with respect to the exercise of an Award.
SECTION 3. STOCK SUBJECT TO THE PLAN
There will be reserved for issuance under the Plan (upon the exercise
of Options and Stock Appreciation Rights, upon awards of Restricted Stock,
Performance Shares and Merit Awards and for stock bonuses on deferred
awards of Restricted Stock and Performance Shares), an aggregate of
3,212,000 shares of Ashland Common Stock, par value $1.00 per share;
provided, however, that of such shares, only 500,000 shares in the
aggregate shall be available for issuance for Restricted Stock Awards and
Merit Awards. Such shares shall be authorized but unissued shares of Common
Stock. Except as provided in Sections 7 and 8, if any Award under the Plan
shall expire or terminate for any reason without having been exercised in
full, or if any Award shall be forfeited, the shares subject to the
unexercised or forfeited portion of such Award shall again be available for
the purposes of the Plan. During the term of the Plan (as provided in
Section 14 hereof), no Employee shall be granted more than a total of
500,000 in Options or Stock Appreciation Rights.
SECTION 4. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have no authority regarding the granting of Restricted Stock to Outside
Directors, as such grants are fixed pursuant to subsection (B) of Section 8
of the Plan.
In addition to any implied powers and duties that may be needed to
carry out the provisions of the Plan, the Committee shall have all the
powers vested in it by the terms of the Plan, including exclusive authority
(except as to Awards of Restricted Stock granted to Outside Directors) to
select the Employees to be granted Awards under the Plan, to determine the
type, size and terms of the Awards to be made to each Employee selected, to
determine the time when Awards will be granted, and to prescribe the form
of the Agreements embodying Awards made under the Plan. Subject to the
provisions of the Plan specifically governing Awards of Restricted Stock
granted or to be granted to Outside Directors pursuant to subsection (B) of
Section 8 herein, the Committee shall be authorized to interpret the Plan
and the Awards granted under the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan, to make any other
determinations which it believes necessary or advisable for the
administration of the Plan, and to correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent the Committee deems desirable to carry it into
effect. Any decision of the Committee in the administration of the Plan, as
described herein, shall be final and conclusive.
The Committee may act only by a majority of its members. Any
determination of the Committee may be made, without notice, by the written
consent of the majority of the members of the Committee. In addition, the
Committee may authorize any one or more of their number or any officer of
the Company to execute and deliver documents on behalf of the Committee. No
member of the Committee shall be liable for any action taken or omitted to
be taken by him or her or by any other member of the Committee in
connection with the Plan, except for his or her own willful misconduct or
as expressly provided by statute.
The provisions of this Section 4 with respect to decisions made by,
and authority of, the Committee shall be subject to the provisions of
subsection (B) of Section 8 herein.
SECTION 5. ELIGIBILITY
Awards may only be granted (i) to individuals who are Employees of
Ashland, and (ii) as expressly provided in subsection (B) of Section 8 of
the Plan, to individuals who are duly elected Outside Directors of Ashland.
SECTION 6. OPTIONS
A. Designation and Price.
(a) Any Option granted under the Plan may be granted as an Incentive
Stock Option or as a Nonqualified Stock Option as shall be designated by
the Committee at the time of the grant of such Option. Each Option shall,
at the discretion of the Company and as directed by the Committee, be
evidenced by an Agreement between the recipient and the Company, which
Agreement shall specify the designation of the Option as an ISO or a NQSO,
as the case may be, and shall contain such terms and conditions as the
Committee, in its sole discretion, may determine in accordance with the
Plan.
(b) Every Incentive Stock Option shall provide for a fixed expiration
date of not later than ten years from the date such Incentive Stock Option
is granted. Every Nonqualified Stock Option shall provide for a fixed
expiration date of not later than ten years and one month from the date
such Nonqualified Stock Option is granted.
(c) The Exercise Price of Common Stock issued pursuant to each Option
shall be fixed by the Committee at the time of the granting of the Option;
provided, however, that such Exercise Price shall in no event be less than
100% of the Fair Market Value of the Common Stock on the date such Option
is granted.
B. Exercise.
The Committee may, in its discretion, provide for Options granted
under the Plan to be exercisable in whole or in part; provided, however,
that no Option shall be exercisable prior to the first anniversary of the
date of its grant, except as provided in Section 11 or as the Committee
otherwise determines in accordance with the Plan, and in no case may an
Option be exercised at any time for fewer than 50 shares (or the total
remaining shares covered by the Option if fewer than 50 shares) during the
term of the Option. The specified number of shares will be issued upon
receipt by Ashland of (i) notice from the holder thereof of the exercise of
an Option, and (ii) payment to Ashland (as provided in this Section 6,
subsection (C) below), of the Exercise Price for the number of shares with
respect to which the Option is exercised. Each such notice and payment
shall be delivered or mailed by postpaid mail, addressed to the Treasurer
of Ashland at Ashland Inc., 1000 Ashland Drive, Russell, Kentucky 41169, or
such other place or person as Ashland may designate from time to time.
C. Payment for Shares.
Except as otherwise provided in this Section 6, the Exercise Price for
the Common Stock shall be paid in full when the Option is exercised.
Subject to such rules as the Committee may impose, the Exercise Price may
be paid in whole or in part (i) in cash, (ii) in whole shares of Common
Stock owned by the Employee and evidenced by negotiable certificates,
valued at their Fair Market Value (which shares of Common Stock must have
been owned by the Employee six months or longer, and not used to effect an
Option exercise within the preceding six months, unless the Committee
specifically provides otherwise), (iii) by Attestation, (iv) by a
combination of such methods of payment, or (v) by such other consideration
as shall constitute lawful consideration for the issuance of Common Stock
and be approved by the Committee (including, without limitation, effecting
a "cashless exercise," with a broker, of the Option). "Attestation" means
the delivery to Ashland of a completed Attestation Form prescribed by
Ashland setting forth the whole shares of Common Stock owned by the
Employee which the Employee wishes to utilize to pay the Exercise Price.
The Common Stock listed on the Attestation Form must have been owned by the
Employee six months or longer, and not have been used to effect an Option
exercise within the preceding six months, unless the Committee specifically
provides otherwise. A "cashless exercise" of an option is a procedure by
which a broker provides the funds to an Employee to effect an option
exercise. At the direction of the Employee, the broker will either (i) sell
all of the shares received when the option is exercised and pay the
Employee the proceeds of the sale (minus the option exercise price,
withholding taxes and any fees due to the broker) or (ii) sell enough of
the shares received upon exercise of the option to cover the exercise
price, withholding taxes and any fees due the broker and deliver to the
Employee (either directly or through the Company) a stock certificate for
the remaining shares. Dispositions to a broker effecting a cashless
exercise are not exempt under Section 16 of the Exchange Act.
SECTION 7. STOCK APPRECIATION RIGHTS
The Committee may grant Stock Appreciation Rights pursuant to the
provisions of this Section 7 to any holder of any Option granted under the
Plan with respect to all or a portion of the shares subject to the related
Option. An SAR may only be granted concurrently with the grant of the
related Option. Subject to the terms and provisions of this Section 7, each
SAR shall be exercisable only at the same time and to the same extent the
related Option is exercisable and in no event after the termination of the
related Option. An SAR shall be exercisable only when the Fair Market Value
(determined as of the date of exercise of the SAR) of each share of Common
Stock with respect to which the SAR is to be exercised shall exceed the
Exercise Price per share of Common Stock subject to the related Option. An
SAR granted under the Plan shall be exercisable in whole or in part by
notice to Ashland. Such notice shall state that the holder of the SAR
elects to exercise the SAR and the number of shares in respect of which the
SAR is being exercised.
Subject to the terms and provisions of this Section 7, upon the
exercise of an SAR, the holder thereof shall be entitled to receive from
Ashland consideration (in the form hereinafter provided) equal in value to
the excess of the Fair Market Value (determined as of the date of exercise
of the SAR) of each share of Common Stock with respect to which such SAR
has been exercised over the Exercise Price per share of Common Stock
subject to the related Option. The Committee may stipulate in the Agreement
the form of consideration which shall be received upon the exercise of an
SAR. If no consideration is specified therein, upon the exercise of an SAR,
the holder may specify the form of consideration to be received by such
holder, which shall be in shares of Common Stock, or in cash, or partly in
cash and partly in shares of Common Stock (valued at Fair Market Value on
the date of exercise of the SAR) , as the holder shall request; provided,
however, that the Committee, in its sole discretion, may disapprove the
form of consideration requested and instead authorize the payment of such
consideration in shares of Common Stock (valued as aforesaid), or in cash,
or partly in cash and partly in shares of Common Stock.
Upon the exercise of an SAR, the related Option shall be deemed
exercised to the extent of the number of shares of Common Stock with
respect to which such SAR is exercised and to that extent a corresponding
number of shares of Common Stock shall not again be available for the grant
of Awards under the Plan. Upon the exercise or termination of the related
Option, the SAR with respect thereto shall be considered to have been
exercised or terminated to the extent of the number of shares of Common
Stock with respect to which the related Option was so exercised or
terminated.
SECTION 8. RESTRICTED STOCK AWARDS
A. Awards to Employees
The Committee may make an award of Restricted Stock to selected
Employees, which may, at the Company's discretion and as directed by the
Committee, be evidenced by an Agreement which shall contain such terms and
conditions as the Committee, in its sole discretion, may determine. The
amount of each Restricted Stock Award and the respective terms and
conditions of each Award (which terms and conditions need not be the same
in each case) shall be determined by the Committee in its sole discretion.
As a condition to any Award hereunder, the Committee may require an
Employee to pay to the Company a non-refundable amount equal to, or in
excess of, the par value of the shares of Restricted Stock awarded to him
or her. Subject to the terms and conditions of each Restricted Stock Award,
the Employee, as the owner of the Common Stock issued as Restricted Stock,
shall have all rights of a shareholder including, but not limited to,
voting rights as to such Common Stock and the right to receive dividends
thereon when, as and if paid.
In the event that a Restricted Stock Award has been made to an
Employee whose employment or service is subsequently terminated for any
reason prior to the lapse of all restrictions thereon, such Restricted
Stock will be forfeited in its entirety by such Employee; provided,
however, that the Committee may, in its sole discretion, limit such
forfeiture.
Employees may be offered the opportunity to defer the receipt of
payment of vested shares of Restricted Stock, and Common Stock may be
granted as a bonus for deferral, under terms as may be established by the
Committee from time to time; however, in no event shall the Common Stock
granted as a bonus for deferral exceed 20% of the Restricted Stock so
deferred.
B. Awards to Outside Directors
During the term of the Plan, (i) each Outside Director who was granted
an award of restricted stock under the Ashland Inc. 1993 Plan shall be
granted an Award of 1,000 shares of Restricted Stock upon the fifth
anniversary of his or her prior award under the Ashland Inc. 1993 Plan; and
(ii) each person who is hereafter duly appointed or elected as an Outside
Director and who does not receive an award under the Ashland Inc. 1993 Plan
shall be granted, effective on the date of his or her appointment or
election to the Board, an Award of 1,000 shares of Restricted Stock;
provided, however, that no Outside Director shall receive an award of
Restricted Stock under this Plan if such award would be in addition to a
simultaneous award of 1,000 shares of Restricted Stock under the Ashland
Inc. 1993 Plan. All Awards under this subsection (B) are subject to the
limitation on the number of shares of Common Stock available pursuant to
Section 3 and to the terms and conditions set forth in this subsection (B)
and subsection (C) below.
As a condition to any Award hereunder, the Outside Director may be
required to pay to the Company a non-refundable amount equal to the par
value of the shares of Restricted Stock awarded to him or her. Upon the
granting of the Restricted Stock Award, such Outside Director shall be
entitled to all rights incident to ownership of Common Stock of the Company
with respect to his or her Restricted Stock, including, but not limited to,
the right to vote such shares of Restricted Stock and to receive dividends
thereon when, as and if paid; provided, however, that, subject to
subsection (C) hereof, in no case may any shares of Restricted Stock
granted to an Outside Director be sold, assigned, transferred, pledged, or
otherwise encumbered during the Restricted Period which shall not lapse
until the earlier to occur of the following: (i) retirement from the Board
at age 70, (ii) the death or disability of such Outside Director, (iii) a
50% change in the beneficial ownership of the Company as defined in Rule
13d-3 under the Exchange Act, or (iv) voluntary early retirement to take a
position in governmental service. Unless otherwise determined and directed
by the Committee, in the case of voluntary resignation or other termination
of service of an Outside Director prior to the occurrence of any of the
events described in the preceding sentence, any grant of Restricted Stock
made to him or her pursuant to this subsection (B) will be forfeited by
such Outside Director. As used herein, a director shall be deemed
"disabled" when he or she is unable to attend to his or her duties and
responsibilities as a member of the Board because of incapacity due to
physical or mental illness.
C. Transferability
Subject to subsection (B) of Section 15 hereof, Restricted Stock may
not be sold, assigned, transferred, pledged, or otherwise encumbered during
a Restricted Period, which, in the case of Employees, shall be determined
by the Committee and, unless otherwise determined by the Committee, shall
not be less than one year from the date such Restricted Stock was awarded,
and, in the case of Outside Directors, shall be determined in accordance
with subsection (B) of this Section 8. The Committee may, at any time,
reduce the Restricted Period with respect to any outstanding shares of
Restricted Stock awarded under the Plan to Employees, but, unless otherwise
determined by the Committee, such Restricted Period shall not be less than
one year.
During the Restricted Period, certificates representing the Restricted
Stock and any Retained Distributions shall be registered in the recipient's
name and bear a restrictive legend to the effect that ownership of such
Restricted Stock (and any such Retained Distributions), and the enjoyment
of all rights appurtenant thereto are subject to the restrictions, terms,
and conditions provided in the Plan and the applicable Agreement, if any.
Such certificates shall be deposited by the recipient with the Company,
together with stock powers or other instruments of assignment, each
endorsed in blank, which will permit transfer to the Company of all or any
portion of the Restricted Stock and any securities constituting Retained
Distributions which shall be forfeited in accordance with the Plan and the
applicable Agreement, if any. Restricted Stock shall constitute issued and
outstanding shares of Common Stock for all corporate purposes. The
recipient will have the right to vote such Restricted Stock, to receive and
retain all regular cash dividends, and to exercise all other rights,
powers, and privileges of a holder of Common Stock with respect to such
Restricted Stock, with the exception that (i) the recipient will not be
entitled to delivery of the stock certificate or certificates representing
such Restricted Stock until the restrictions applicable thereto shall have
expired; (ii) the Company will retain custody of all Retained Distributions
made or declared with respect to the Restricted Stock (and such Retained
Distributions will be subject to the same restrictions, terms and
conditions as are applicable to the Restricted Stock) until such time, if
ever, as the Restricted Stock with respect to which such Retained
Distributions shall have been made, paid, or declared shall have become
vested, and such Retained Distributions shall not bear interest or be
segregated in separate accounts; (iii) subject to subsection (B) of Section
15 hereof, the recipient may not sell, assign, transfer, pledge, exchange,
encumber, or dispose of the Restricted Stock or any Retained Distributions
during the Restricted Period; and (iv) a breach of any restrictions, terms,
or conditions provided in the Plan or established by the Committee with
respect to any Restricted Stock or Retained Distributions will cause a
forfeiture of such Restricted Stock and any Retained Distributions with
respect thereto.
SECTION 9. MERIT AWARDS
The Committee may from time to time make an award of Common Stock
under the Plan to selected Employees for such reasons and in such amounts
as the Committee, in its sole discretion, may determine. As a condition to
any such Merit Award, the Committee may require an Employee to pay to the
Company an amount equal to, or in excess of, the par value of the shares of
Common Stock awarded to him or her.
SECTION 10. PERFORMANCE SHARES
The Committee may make awards of Common Stock which may, in the
Company's discretion and as directed by the Committee, be evidenced by an
Agreement, to selected Employees on the basis of the Company's financial
performance in any given period. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees
who shall receive such Performance Shares, to determine the number of such
shares to be granted for each Performance Period, and to determine the
duration of each such Performance Period. There may be more than one
Performance Period in existence at any one time, and the duration of
Performance Periods may differ from each other.
The Performance Goals and Performance Period applicable to an award of
Performance Shares shall be set forth in writing by the Committee no later
than 90 days after the commencement of the Performance Period and shall be
communicated to the Employee. The Committee shall have the discretion to
later revise the Performance Goals solely for the purpose of reducing or
eliminating the amount of compensation otherwise payable upon attainment of
the Performance Goals; provided that the Performance Goals and the amounts
payable upon attainment of the Performance Goals may be adjusted during any
Performance Period to reflect promotions, transfers or other changes in an
Employee's employment so long as such changes are consistent with the
Performance Goals established for other Employees in the same or similar
positions.
In making a Performance Share award, the Committee may take into
account an Employee's responsibility level, performance, cash compensation
level, incentive compensation awards and such other considerations as it
deems appropriate. Each Performance Share award shall be established in
shares of Common Stock and/or shares of Restricted Stock in such
proportions as the Committee shall determine. The original amount of any
Performance Share award shall not exceed 250,000 shares of Common Stock or
Restricted Stock.
The Committee shall determine, in its sole discretion, the manner of
payment, which may include (i) cash, (ii) shares of Common Stock, or (iii)
shares of Restricted Stock in such proportions as the Committee shall
determine. Employees may be offered the opportunity to defer the receipt of
payment of earned Performance Shares, and Common Stock may be granted as a
bonus for deferral under terms as may be established by the Committee from
time to time; however, in no event shall the Common Stock granted as a
bonus for deferral exceed 20% of the Performance Shares so deferred.
An Employee must be employed by the Company at the end of a
Performance Period in order to be entitled to payment of Performance Shares
in respect of such period; provided, however, that in the event of an
Employee's cessation of employment before the end of such period, or upon
the occurrence of his or her death, retirement, or disability, or other
reason approved by the Committee, the Committee may, in its sole
discretion, limit such forfeiture.
SECTION 11. CONTINUED EMPLOYMENT, AGREEMENT TO SERVE AND EXERCISE PERIODS
(A) Subject to the provisions of subsection (F) of this Section 11,
every Option and SAR shall provide that it may not be exercised in whole or
in part for a period of one year after the date of granting such Option
(unless otherwise determined by the Committee) and if the employment of the
Employee shall terminate prior to the end of such one year period (or such
other period determined by the Committee), the Option granted to such
Employee shall immediately terminate.
(B) Every Option shall provide that in the event the Employee dies (i)
while employed by Ashland, (ii) during the periods in which Options may be
exercised by an Employee determined to be disabled as provided in
subsection (C) of this Section 11 or (iii) after Retirement, such Option
shall be exercisable, at any time or from time to time, prior to the fixed
termination date set forth in the Option, by the Beneficiaries of the
decedent for the number of shares which the Employee could have acquired
under the Option immediately prior to the Employee's death.
(C) Every Option shall provide that in the event the employment of any
Employee shall cease by reason of disability, as determined by the
Committee at any time during the term of the Option, such Option shall be
exercisable, at any time or from time to time prior to the fixed
termination date set forth in the Option by such Employee for the number of
shares which the Employee could have acquired under the Option immediately
prior to the Employee's disability. As used herein, an Employee will be
deemed "disabled" when he or she becomes unable to perform the functions
required by his or her regular job due to physical or mental illness and,
in connection with the grant of an Incentive Stock Option shall be disabled
if he or she falls within the meaning of that term as provided in Section
22(e)(3) of the Code. The determination by the Committee of any question
involving disability shall be conclusive and binding.
(D) Every Option shall provide that in the event the employment of any
Employee shall cease by reason of Retirement, such Option may be exercised
at any time or from time to time, prior to the fixed termination date set
forth in the Option for the number of shares which the Employee could have
acquired under the Option immediately prior to such Retirement.
(E) Except as provided in subsections (A), (B), (C), (D), (F) and (G)
of this Section 11, every Option shall provide that it shall terminate on
the earlier to occur of the fixed termination date set forth in the Option
or thirty (30) days after cessation of the Employee's employment for any
cause only in respect of the number of shares which the Employee could have
acquired under the Option immediately prior to such cessation of
employment; provided, however, that no Option may be exercised after the
fixed termination date set forth in the Option.
(F) Notwithstanding any provision of this Section 11 to the contrary,
any Award granted pursuant to the Plan, except a Restricted Stock Award to
Outside Directors, which is governed by Section 8, subsection (B), may, in
the discretion of the Committee or as provided in the relevant Agreement
(if any), become exercisable, at any time or from time to time, prior to
the fixed termination date set forth in the Award for the full number of
awarded shares or any part thereof, less such numbers as may have been
theretofore acquired under the Award (i) from and after the time the
Employee ceases to be an Employee of Ashland as a result of the sale or
other disposition by Ashland of assets or property (including shares of any
Subsidiary) in respect of which such Employee had theretofore been employed
or as a result of which such Employee's continued employment with Ashland
is no longer required, and (ii) in the case of a Change in Control of
Ashland, from and after the date of such Change in Control.
(G) Notwithstanding any provision of this Section 11 to the contrary,
in the event the Committee determines, in its sole and absolute discretion,
that the employment of any Employee has terminated for a reason or in a
manner adversely affecting the Company (which may include, without
limitation, taking other employment or rendering service to others without
the consent of the Company), then the Committee may direct that such
Employee forfeit any and all Options that he or she could otherwise have
exercised pursuant to the terms of this Plan.
(H) Each Employee granted an Award under this Plan shall agree by his
or her acceptance of such Award to remain in the service of Ashland for a
period of at least one year from the date of the Agreement respecting the
Award between Ashland and the Employee (or, if no Agreement is entered
into, at least one year from the date of the Award). Such service shall,
subject to the terms of any contract between Ashland and such Employee, be
at the pleasure of Ashland and at such compensation as Ashland shall
reasonably determine from time to time. Nothing in the Plan, or in any
Award granted pursuant to the Plan, shall confer on any individual any
right to continue in the employment of or service to Ashland or interfere
in any way with the right of Ashland to terminate the Employee's employment
at any time.
(I) Subject to the limitations set forth in Section 422 of the Code,
the Committee may adopt, amend, or rescind from time to time such
provisions as it deems appropriate with respect to the effect of leaves of
absence approved by any duly authorized officer of Ashland with respect to
any Employee.
SECTION 12. WITHHOLDING TAXES
Federal, state or local law may require the withholding of taxes
applicable to gains resulting from the exercise of an Award. Unless
otherwise prohibited by the Committee, each Employee may satisfy any such
tax withholding obligation by any of the following means, or by a
combination of such means: (i) a cash payment, (ii) authorizing Ashland to
withhold from the shares of Common Stock otherwise issuable to the Employee
pursuant to the exercise or vesting of an Award a number of shares having a
Fair Market Value, as of the Tax Date, which will satisfy the amount of the
withholding tax obligation, or (iii) by delivery to Ashland of a number of
shares of Common Stock having a Fair Market Value as of the Tax Date which
will satisfy the amount of the withholding tax obligation arising from an
exercise or vesting of an Award. An Employee's election to pay the
withholding tax obligation by (ii) or (iii) above must be made on or before
the Tax Date, is irrevocable, is subject to such rules as the Committee may
adopt, and may be disapproved by the Committee. If the amount requested is
not paid, the Committee may refuse to issue Common Stock under the Plan.
SECTION 13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of any change in the outstanding Common Stock of the
Company by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization, or any distribution to common stockholders other than cash
dividends, the number or kind of shares that may be issued under the Plan
pursuant to Section 3 and the number or kind of shares subject to, or the
price per share under any outstanding Award shall be automatically adjusted
so that the proportionate interest of the Employee or Outside Director
shall be maintained as before the occurrence of such event. Such adjustment
shall be conclusive and binding for all purposes of the Plan.
SECTION 14. AMENDMENTS AND TERMINATIONS
Unless the Plan shall have been earlier terminated as hereinafter
provided, no Awards shall be granted hereunder after January 30, 2002. The
Board or the Committee may at any time terminate, modify or amend the Plan
in such respects as it shall deem advisable; provided, however, that the
Board or the Committee may not, without approval by the holders of a
majority of the outstanding shares of stock present and voting at any
annual or special meeting of shareholders of Ashland change the manner of
determining the minimum Exercise Price of Options, other than to change the
manner of determining the Fair Market Value of the Common Stock as set
forth in Section 2.
SECTION 15. MISCELLANEOUS PROVISIONS
(A) Except as to Awards to Outside Directors, no Employee or other
person shall have any claim or right to be granted an Award under the Plan.
(B) An Employee's or Outside Director's rights and interest under the
Plan may not be assigned or transferred in whole or in part, either
directly or by operation of law or otherwise (except in the event of an
Employee's or Outside Director's death, by will or the laws of descent and
distribution), including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy or in any other manner, and no
such right or interest of any Employee or Outside Director in the Plan
shall be subject to any obligation or liability of such individual;
provided, however, that an Employee's or Outside Director's rights and
interest under the Plan may, subject to the discretion and direction of the
Committee, be made transferable by such Employee or Outside Director during
his or her lifetime. Except as specified in Section 8, the holder of an
Award shall have none of the rights of a shareholder until the shares
subject thereto shall have been registered in the name of the person
receiving or person or persons exercising the Award on the transfer books
of the Company.
(C) No Common Stock shall be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable Federal, state, and other securities laws.
(D) The expenses of the Plan shall be borne by the Company.
(E) By accepting any Award under the Plan, each Employee and Outside
Director and each Personal Representative or Beneficiary claiming under or
through him or her shall be conclusively deemed to have indicated his or
her acceptance and ratification of, and consent to, any action taken under
the Plan by the Company, the Board or the Committee.
(F) Awards granted under the Plan shall be binding upon Ashland, its
successors, and assigns.
(G) The appropriate officers of the Company shall cause to be filed
any reports, returns, or other information regarding Awards hereunder or
any Common Stock issued pursuant hereto as may be required by Sections 13,
15(d) or 16(a) of the Exchange Act, or any other applicable statute, rule,
or regulation.
(H) Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation arrangements,
subject to shareholder approval if such approval is required.
(I) Each Employee shall be deemed to have been granted any Award on
the date the Committee took action to grant such Award under the Plan or
such later date as the Committee in its sole discretion shall determine at
the time such grant is authorized.
SECTION 16. EFFECTIVENESS OF THE PLAN
The Plan shall be submitted to the shareholders of the Company for
their approval and adoption on January 30, 1997 or such other date fixed
for the next meeting of shareholders or any adjournment or postponement
thereof. The Plan shall not be effective and no Award shall be made
hereunder unless and until the Plan has been so approved and adopted at a
meeting of the Company's shareholders.
SECTION 17. GOVERNING LAW
The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the Commonwealth of Kentucky.
August 14, 1997
Ashland Inc.
1000 Ashland Drive
Russell, KY 41114
Gentlemen:
As Senior Vice President and General Counsel of Ashland Inc., a
Kentucky corporation ("Ashland"), I have examined and am familiar with such
documents, corporate records and other instruments as I have deemed
necessary for the purposes of this opinion, including the Ashland Inc. 1997
Stock Incentive Plan (the "Plan"), the corporate proceedings of Ashland
taken to adopt the Plan, and the Registration Statement on Form S-8 (the
"Registration Statement") filed by Ashland with the Securities and Exchange
Commission for the registration under the Securities Act of 1933, as
amended, of 3,212,000 shares of Common Stock, par value $1.00 per share, of
Ashland ("Common Stock") to be distributed under the Plan.
Based upon the foregoing, I am of the opinion that when
certificates representing such shares of Common Stock have been duly
executed, countersigned by a Transfer Agent, registered by a Registrar of
Ashland and paid for in accordance with applicable law and delivered in
accordance with the terms of the Plan, such shares of the Common Stock will
be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the use of my opinion for filing as an exhibit
to the Registration Statement.
Very truly yours,
Thomas L. Feazell
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Ashland Inc. 1997 Stock
Incentive Plan and to the incorporation by reference therein of our report
dated November 6, 1996, with respect to the consolidated financial
statements and schedule of Ashland Inc. and subsidiaries, included in its
Annual Report on Form 10-K for the year ended September 30, 1996, filed
with the Securities and Exchange Commission.
Louisville, Kentucky
August 11, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and
Officers of ASHLAND INC., a Kentucky corporation, which is about to file a
Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as
amended, hereby constitutes and appoints PAUL W. CHELLGREN, THOMAS L.
FEAZELL, JAMES G. STEPHENSON and DAVID L. HAUSRATH, and each of them, his
true and lawful attorneys-in-fact and agents, with full power to act
without the others to sign and file such Registration Statement and the
exhibits thereto and any and all other documents in connection therewith
with the Securities and Exchange Commission, and to do and perform any and
all acts and things requisite and necessary to be done in connection with
the foregoing as fully as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.
Dated: July 16, 1997
<TABLE>
<S> <C>
/s/ Paul W. Chellgren /s/ Ralph E. Gomory
- --------------------------------------- -------------------------------------------
Paul W. Chellgren, Chairman of the Board of Ralph E. Gomory, Director
Directors and Chief Executive Officer
/s/ J. Marvin Quin /s/ Mannie L. Jackson
- --------------------------------------- -------------------------------------------
J. Marvin Quin, Senior Vice President and Mannie L. Jackson, Director
Chief Financial Officer
/s/ Kenneth L. Aulen /s/ Patrick F. Noonan
- --------------------------------------- -------------------------------------------
Kenneth L. Aulen, Administrative Vice President Patrick F. Noonan, Director
and Controller
/s/ Jack S. Blanton /s/ Jane C. Pfeiffer
- --------------------------------------- -------------------------------------------
Jack S. Blanton, Director Jane C. Pfeiffer, Director
/s/ Thomas E. Bolger /s/ Michael D. Rose
- --------------------------------------- -------------------------------------------
Thomas E. Bolger, Director Michael D. Rose, Director
/s/ Samuel C. Butler /s/ William L. Rouse, Jr.
- --------------------------------------- -------------------------------------------
Samuel C. Butler, Director William L. Rouse, Jr., Director
/s/ Frank C. Carlucci /s/ Robert B. Stobaugh
- --------------------------------------- -------------------------------------------
Frank C. Carlucci, Director Robert B. Stobaugh, Director
/s/ James B. Farley
- ---------------------------------------
James B. Farley, Director
</TABLE>
CERTIFICATION
The undersigned certifies that he is an Assistant Secretary of ASHLAND INC.
("ASHLAND"), a Kentucky corporation, and that, as such, he is authorized to
execute this Certificate on behalf of ASHLAND and further certifies that
attached are true and correct copies of excerpts from the minutes of a
meeting of the Board of Directors of ASHLAND duly called, convened, and
held on November 7, 1996 at which a quorum was present and acting
throughout.
IN WITNESS WHEREOF, I have signed and sealed this Certification this 14th
day of August, 1997.
/s/ T. Cody Wales
----------------------------
T. Cody Wales
Assistant Secretary
<PAGE>
1997 STOCK INCENTIVE PLAN
RESOLVED, that the "Ashland Inc. 1997 Stock Incentive Plan", substantially
in the form attached here to as Exhibit B (the "Plan"), be and the same
hereby is, approved and adopted, subject, however, to its approval by the
shareholders of the Corporation at the next Annual Meeting of said
shareholders to be held on January 30, 1997 or such other date fixed for
the next meeting of shareholders, or any adjournment or postponement
thereof;
FURTHER RESOLVED, there is hereby reserved for issuance upon the exercise
of options and stock appreciation rights, upon awards of Restricted Stock,
Merit Awards and Performance Shares (each as defined in the Plan) and for
stock bonuses on deferred awards of Restricted Stock and Performance Shares
to be granted from time to time under the Plan an additional 3,212,000
shares of fully paid and nonassessable $1.00 par value Common Stock of the
Corporation;
FURTHER RESOLVED, that the Proxy Statement to be sent to all shareholders
with respect to said Annual Meeting to be held January 30, 1997 or such
other date fixed for the next meeting of shareholders, or any adjournment
or postponement thereof, set forth the Plan in detail and that the form of
Proxy transmitted therewith make adequate provision for a vote for, against
or to abstain from the approval of such Plan. Such Proxy Statement shall
also recommend and urge the granting of a proxy to vote for the approval of
the Plan;
<PAGE>
FURTHER RESOLVED, that Thomas E. Bolger, Frank C. Carlucci, Jane C.
Pfeiffer, Michael D. Rose, and W. L. Rouse, Jr., the members of the
Personnel and Compensation Committee, and successor members of such
Committee be, and they hereby are, appointed as a Committee (the
"Committee") to administer the Plan in accordance with its terms and
provisions;
FURTHER RESOLVED, that the Chairman of the Board, the President, any Senior
Vice President, Administrative Vice President, Vice President or the
Secretary of the Corporation (the "Authorized Officers") be, and each of
them hereby is, authorized to cause the Corporation to make application to
the New York Stock Exchange, Inc. and the Chicago Stock Exchange
Incorporated for the listing on such Exchanges, upon official notice of
issuance, of the additional 3,212,000 shares of Common Stock to be issued
pursuant to the foregoing resolutions; and that the Authorized Officers of
the Corporation be, and each of them hereby is, authorized in connection
with such listing application to execute in the name and on behalf of the
Corporation and under its corporate seal or otherwise, and to file or
deliver all such applications, statements, certificates, agreements, and
other documents as in their judgment shall be necessary, proper or
advisable to accomplish such listings;
FURTHER RESOLVED, that any of the Authorized Officers be, and each of them
hereby is, authorized to execute and file with the Securities and Exchange
Commission a Registration Statement or Registration Statements on Form S-8
or any other appropriate form with respect to shares of the Common Stock to
be issued pursuant to the foregoing resolutions and cause to be delivered
from time to time to participants in the Plan information required in the
related Prospectus;
FURTHER RESOLVED, that any of the Authorized Officers of the Corporation
be, and each of them hereby is, authorized in the name and on behalf of the
Corporation to take any and all action which they may deem necessary or
advisable in order to effect the registration or qualification (or
exemption therefrom) of the Common Stock of the Corporation issuable
pursuant to the preceding resolutions for issue, offer, sale or trade under
the Securities or Blue Sky Laws of any of the States of the United States
of America, and in connection therewith to execute, acknowledge, verify,
deliver, file or cause to be published all such applications, reports,
consents to service of process, appointments of attorneys to receive
service of process, issuer's covenants, resolutions, and other papers and
documents as may be required under such laws, and to take any and all
further action which they may deem necessary or advisable in order to
maintain any such registration or qualification for as long as they deem to
be in the best interests of the Corporation; and
FURTHER RESOLVED, that the Authorized Officers of the Corporation and its
counsel be, and they hereby are, authorized to take all such further action
and to execute and deliver all such further instruments and
<PAGE>
documents, including without limitation, powers of attorney, in the name
and on behalf of the Corporation and under its corporate seal or otherwise,
and to pay all such expenses as in their judgment shall be necessary,
proper or advisable in order fully to carry out the intent and to
accomplish the purpose of the foregoing resolutions and each of them; and
the Board of Directors hereby adopts the form of all resolutions required
to be delivered or filed in connection with carrying out the intent of and
accomplishing the purposes of the foregoing resolutions if (i) in the
judgment of the Authorized Officers of the Corporation so acting, the
adoption of such resolutions is necessary or advisable and (ii) the
Secretary or an Assistant Secretary of the Corporation evidences such
adoption by filing with the minutes of this meeting copies of such
resolutions, which shall thereupon be deemed to be adopted by this Board of
Directors and incorporated in the minutes as a part of these resolutions
with the same force and effect as if presented specifically to this
meeting.
