REGISTRATION NO. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
THE COLONEL'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3262264
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
620 South Platt Road, Milan, Michigan 48160
(Address of principal executive offices)
THE COLONEL'S INTERNATIONAL, INC.
1995 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Jeffrey A. Chimovitz WITH Stephen C. Waterbury
Vice President, Secretary and Warner Norcross & Judd LLP
General Counsel COPY 900 Old Kent Building
The Colonel's International, Inc. 111 Lyon Street, N.W.
620 South Platt Road TO: Grand Rapids, Michigan 49503-2489
Milan, Michigan 48160
(Name and address of agent for service)
(313) 439-4200
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE <F3> PRICE <F3> FEE
<S> <C> <C> <C> <C>
Common Stock, 3,000,000<F1> $7.75<F2> $23,250,000<F2> $8,017.25
$0.01 Par Value
<FN>
<F1> Plus such indeterminate number of additional shares as may be
required to be issued in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of a stock dividend or certain
other capital adjustments.
<F2> Estimated solely for the purpose of calculating the registration
fee.
<F3> Calculated in accordance with Rule 457(h) based upon the average
of the bid and asked price reported on the NASDAQ Small-Cap Market as of
August 19, 1996 (the last date prior to filing on which trading was quoted).
The shares that are to be offered on an incentive stock option basis will
be offered at a price of not less than 100% of the fair market value of
the shares of Common Stock of The Colonel's International, Inc. (the
"Company"), at the date of the grant of the Option.
</FN>
</TABLE>
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 are incorporated by reference in this registration statement.
(a) The Colonel's International, Inc.'s ("The Colonel's" or the
"Registrant") latest annual report filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual reports referred to in (a) above.
(c) THE DESCRIPTION OF THE REGISTRANT'S COMMON STOCK, $0.01 PAR
VALUE, WHICH IS CONTAINED IN THE REGISTRANT'S REGISTRATION STATEMENT FILED
UNDER THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING ANY AMENDMENT OR
REPORT FILED FOR THE PURPOSE OF UPDATING SUCH DESCRIPTION.
All documents subsequently filed by the Registrant and Plan pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, prior to the filing of the post-effective amendment which indicates
that all securities offered have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the
date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has the power to indemnify its directors,
officers, employees and agents against liability for certain acts pursuant
to Sections 561 through 565 of the Michigan Business Corporation Act.
Pursuant to its Articles of Incorporation and Bylaws, the Registrant may
indemnify a director, officer, employee or agent for liabilities reasonably
incurred resulting from any pending, threatened or completed action or
proceeding arising out of such person's position with the Registrant. The
Registrant has insured or indemnified its directors and officers against
certain liabilities that may arise under the Securities Act.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the
Registrant understands that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4(a) The Registrant's Articles of Incorporation, filed as an
exhibit to the Proxy Statement of Brainerd International, Inc.
(predecessor of the Registrant) for the annual meeting of
shareholders of Brainerd International, Inc., are incorporated
by reference in this registration statement
4(b) The Registrant's Bylaws, filed as an exhibit to the Proxy
Statement of Brainerd International, Inc. for the annual
meeting of shareholders of Brainerd International, Inc., are
incorporated by reference in this registration statement
4(c) The Colonel's International, Inc. 1995 Long-Term Incentive
Plan
4(d) Certificate of Amendment to the Articles of Incorporation
changing name from "The Colonel's Holdings, Inc." to "The
Colonel's International, Inc." Incorporated by reference from
Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
5 Legal Opinion
23(a) Consent of Independent Public Accountants
23(c) Consent of Counsel (included in Exhibit 5 and incorporated
herein by reference)
24 Powers of Attorney
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change in such information
in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 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.
(h) 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 shall, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Milan, State of Michigan.
THE COLONEL'S INTERNATIONAL, INC.
Dated: June 11, 1996 By: /S/ DONALD J. WILLIAMSON
Donald J. Williamson
President, Chief Executive Officer,
and Director
SIGNATURE TITLE DATE
/S/ DONALD J. WILLIAMSON President, Chief Executive June 11, 1996
Donald J. Williamson Officer, and Director
(Principal Executive
Officer)
*/S/RICHARD S. SCHOENFELDT Vice President-Finance and June 11, 1996
Richard S. Schoenfeldt Chief Financial Officer
(Principal Financial and
Accounting Officer)
*/S/LISA K. ALEXANDER Treasurer and Director June 11, 1996
Lisa K. Alexander
/S/ RICHARD L. ROE Director June 11, 1996
Richard L. Roe
*/S/J. DANIEL FRISINA Director June 11, 1996
J. Daniel Frisina
*/S/TED M. GANS Director June 11, 1996
Ted M. Gans
*/S/GARY MOORE Director June 11, 1996
Gary Moore
*By /S/ JEFFREY A. CHIMOVITZ
Jeffrey A. Chimovitz
Attorney-in-fact
EXHIBIT INDEX
PAGE NUMBER
EX-4(a) The Registrant's Articles of Incorporation,
filed as an exhibit to the Proxy Statement of
Brainerd International, Inc. (predecessor of
the Registrant) for the annual meeting of
shareholders of Brainerd International, Inc.,
are incorporated by reference in this
registration statement
EX-4(b) The Registrant's Bylaws, filed as an exhibit to
the Proxy Statement of Brainerd International,
Inc. for the annual meeting of shareholders of
Brainerd International, Inc., are incorporated
by reference in this registration statement
EX-4(c) The Colonel's International, Inc. 1995 Long-Term
Incentive Plan . . . . . . . . . . . . . . . . . . . . . 8
EX-4(d) Certificate of Amendment to the Articles of
Incorporation changing name from "The Colonel's
Holdings, Inc." to "The Colonel's International,
Inc." Incorporated by reference from Exhibit 3.2
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
EX-4(e) Form of Stock Option Agreement . . . . . . . . . . . . . 22
EX-5 Legal Opinion. . . . . . . . . . . . . . . . . . . . . . 27
EX-23(a) Consent of Independent Public Accountants. . . . . . . . 29
EX-23(c) Consent of Counsel (included in Exhibit 5 and
incorporated herein by reference)
EX-24 Powers of Attorney . . . . . . . . . . . . . . . . . . . 31
EXHIBIT 4(c)
THE COLONEL'S INTERNATIONAL, INC.
1995 LONG-TERM INCENTIVE PLAN
EXHIBIT 4(c)
THE COLONEL'S INTERNATIONAL, INC.
1995 LONG-TERM INCENTIVE PLAN
SECTION 1
ESTABLISHMENT OF PLAN; PURPOSE OF PLAN
1.1 ESTABLISHMENT OF PLAN. The Colonel's International, Inc., hereby
establishes the 1995 LONG-TERM INCENTIVE PLAN (the "Plan") for its
corporate, divisional, and Subsidiary directors, officers, and other key
employees. The Plan permits the grant and award of Stock Options, Stock
Appreciation Rights, Restricted Stock, Stock Awards, and Tax Benefit
Rights.
1.2 PURPOSE OF PLAN. The purpose of the Plan is to provide
directors, officers, and key management employees of the Company, its
divisions, and its Subsidiaries with an increased incentive to make
significant and extraordinary contributions to the long-term performance
and growth of the Company and its Subsidiaries, to join the interests of
directors, officers, and key employees with the interests of the Company's
stockholders through the opportunity for increased stock ownership, and to
attract and retain officers and key employees of exceptional ability. The
Plan is further intended to provide flexibility to the Company in
structuring long-term incentive compensation to best promote the foregoing
objectives.
SECTION 2
DEFINITIONS
The following words have the following meanings unless a
different meaning is plainly required by the context:
2.1 "Act" means the Securities Exchange Act of 1934, as amended.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Change in Control" means (a) the sale, lease, exchange, or other
transfer of substantially all of the Company's assets (in one
transaction or in a series of related transactions) to, or the
merger or consolidation of the Company with, a corporation that
is not controlled by the Company; or (b) a change in control of
the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A
1
promulgated under the Act; PROVIDED THAT, without limitation,
such a change in control shall be deemed to have occurred if (i)
any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Act), other than a Subsidiary or any employee benefit plan
of the Company or a Subsidiary or any entity holding Common Stock
pursuant to the terms of any such employee benefit plan, is or
becomes the beneficial owner (as defined in Rule 13(d)-3 under
the Act), directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting
power of the Company's then outstanding securities; or (ii)
during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board cease for any
reason to constitute at least a majority of the Board, unless the
election, or nomination for election by the Company's
shareholders, of each new director was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who
were directors at the beginning of the period.
2.4 "Code" means the Internal Revenue Code of 1986, as amended.
2.5 "Committee" means the Compensation Committee of the Board or such
other committee as the Board shall designate to administer the
Plan. The Committee shall consist of at least two members of the
Board, and all of its members shall be "disinterested persons" as
defined in Rule 16b-3 under the Act.
2.6 "Common Stock" means the Common Stock of the Company, par value
$0.01 per share.
2.7 "The Company" means The Colonel's International, Inc., a Michigan
corporation, and its successors and assigns.
2.8 "Incentive Award" means the award or grant of a Stock Option,
Stock Appreciation Right, Restricted Stock, Stock Award, or Tax
Benefit Right to a Participant pursuant to the Plan.
2.9 "Market Value" of any security on any given date means: (a) if
the security is listed for trading on one or more national
securities exchanges (including the The NASDAQ Stock Market), the
last reported sales price on the principal such exchange on the
date in question, or if such security shall not have been traded
on such principal exchange on such date, the last reported sales
price on such principal exchange on the first day prior thereto
on which such security was so traded; or (b) if the security is
not listed for trading on a national securities exchange
(including the NASDAQ Stock Market) but is traded in the over-
the-counter market, the mean of highest and lowest bid prices for
such security on the date in question, or if there are no such
bid prices on the first day prior thereto on which such prices
2
existed; or (c) if neither (a) nor (b) is applicable, the value
as determined by any means deemed fair and reasonable by the
Committee, which determination shall be final and binding on all
parties.
2.10 "Participant" means a corporate director or officer, divisional
officer, or other key employee of the Company, its divisions, or
its Subsidiaries who the Committee determines is eligible to
participate in the Plan and who is designated to be granted an
Incentive Award under the Plan.
2.11 "Restricted Period" means the period of time during which
Restricted Stock awarded under the Plan is subject to
restrictions. The Restricted Period may differ among
Participants and may have different expiration dates with respect
to shares of Common Stock covered by the same Incentive Award.
2.12 "Restricted Stock" means Common Stock awarded to a Participant
pursuant to Section 6 of the Plan.
2.13 "Retirement" means the voluntary termination of all employment
and service as a director with the Company by a Participant after
the Participant has attained 60 years of age, or age 55 with at
least five years of service, or such other age as shall be
determined by the Committee in its sole discretion or as
otherwise may be set forth in the Incentive Award agreement or
other grant document with respect to a Participant and a
particular Incentive Award.
2.14 "Stock Appreciation Right" means a right granted in connection
with a Stock Option pursuant to Section 8 of the Plan.
2.15 "Stock Award" means an award of Common Stock awarded to a
Participant pursuant to Section 7 of the Plan.
2.16 "Stock Option" means the right to purchase Common Stock at a
stated price for a specified period of time. For purposes of the
Plan, a Stock Option may be either an incentive stock option
within the meaning of Section 422(b) of the Code or a
nonqualified stock option, and the option shall be interpreted in
accordance with such intention as stated in the applicable Stock
Option Agreement.
2.17 "Subsidiary" means any corporation or other entity of which fifty
percent (50%) or more of the outstanding voting stock or voting
ownership interest is directly or indirectly owned or controlled
by the Company or by one or more Subsidiaries of the Company.
2.18 "Tax Benefit Right" means any right granted to a Participant
pursuant to Section 9 of the Plan.
3
SECTION 3
ADMINISTRATION
3.1 POWER AND AUTHORITY. The Committee shall have full power and
authority to interpret the provisions of the Plan, and shall have full
power and authority to supervise the administration of the Plan. All
determinations, interpretations, and selections made by the Committee
regarding the Plan shall be final and conclusive. The Committee shall hold
its meetings at such times and places as it deems advisable. Action may be
taken by a written instrument signed by a majority of the members of the
Committee, and any action so taken shall be fully as effective as if it had
been taken at a meeting duly called and held. The Committee shall make
such rules and regulations for the conduct of its business as it deems
advisable. The members of the Committee shall not be paid any additional
fees for their services.
3.2 GRANTS OR AWARDS TO PARTICIPANTS. In accordance with and subject
to the provisions of the Plan, the Committee shall have the authority to
determine all provisions of Incentive Awards as the Committee may deem
necessary or desirable and as are consistent with the terms of the Plan,
including, without limitation, the following: (a) the employees who shall
be selected as Participants; (b) the nature and extent of the Incentive
Awards to be made to each employee (including the number of shares of
Common Stock to be subject to each Incentive Award, any exercise price, the
manner in which an Incentive Award will vest or become exercisable, and the
form of payment for the Incentive Award); (c) the time or times when
Incentive Awards will be granted to employees; (d) the duration of each
Incentive Award; and (e) the restrictions and other conditions to which
payment or vesting of Incentive Awards may be subject.
3.3 AMENDMENTS OR MODIFICATIONS OF AWARDS. The Committee shall have
the authority to amend or modify the terms of any outstanding Incentive
Award granted to an employee Participant in any manner, provided that the
amended or modified terms are not prohibited by the Plan as then in effect,
including, without limitation, the authority to: (a) modify the number of
shares or other terms and conditions of an Incentive Award; (b) extend the
term of an Incentive Award; (c) accelerate the exercisability or vesting or
otherwise terminate any restrictions relating to an Incentive Award; (d)
accept the surrender of any outstanding Incentive Award; or (e) to the
extent not previously exercised or vested, authorize the grant of new
Incentive Awards in substitution for surrendered Incentive Awards.
Modification of options granted to nonemployee directors may be made only
as necessary or desirable to comply with securities or income tax law. No
such amendment or modification shall become effective without consent of
the Participant except to the extent that such amendment operates solely to
the benefit of the Participant.
4
3.4 INDEMNIFICATION OF COMMITTEE MEMBERS. Each person who is or
shall have been a member of the Committee shall be indemnified and held
harmless by the Company from and against any cost, liability, or expense
imposed or incurred in connection with such person's or the Committee's
taking or failing to take any action under the Plan. Each such person
shall be justified in relying on information furnished in connection with
the Plan's administration by any appropriate person or persons.
3.5 INCENTIVE AWARDS FOR NONEMPLOYEE DIRECTORS. Directors who are
not also employees shall receive nondiscretionary Stock Options awarded
automatically under the terms of subsection 5.5, and shall not receive
other Incentive Awards.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES. Subject to adjustment as provided in
subsection 4.2 of the Plan, a maximum of 3,000,000 shares of Common Stock
shall be available for Incentive Awards under the Plan. Such shares shall
be authorized and may be either unissued or treasury shares.
4.2 ADJUSTMENTS. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, combination, exchange of shares, or any other change
in the corporate structure or shares of the Company, the number and kind of
securities subject to and reserved under the Plan, together with applicable
exercise prices, shall be appropriately adjusted. No fractional shares
shall be issued pursuant to the Plan, and any fractional shares resulting
from adjustments shall be eliminated from the respective Incentive Awards,
with an appropriate cash adjustment for the value of any Incentive Awards
eliminated. If an Incentive Award is cancelled, surrendered, modified,
exchanged for a substitute Incentive Award, or expires or terminates during
the term of the Plan but prior to the exercise or vesting of the Incentive
Award in full, the shares subject to but not delivered under such Incentive
Award shall be available for other Incentive Awards.
SECTION 5
STOCK OPTIONS
5.1 GRANT. A Participant may be granted one or more Stock Options
under the Plan. Stock Options shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion. In addition, the
Committee may vary, among Participants and among Stock Options granted to
the same Participant, any and all of the terms and conditions of the Stock
5
Options granted under the Plan. The Committee shall have complete
discretion in determining the number of Stock Options granted to each
Participant. The Committee may designate whether or not a Stock Option is
to be considered an incentive stock option as defined in Section 422(b) of
the Code.
5.2 STOCK OPTION AGREEMENTS. Stock Options shall be evidenced by
Stock Option agreements containing such terms and conditions, consistent
with the provisions of the Plan, as the Committee shall from time to time
determine. Stock Options shall be subject to the terms and conditions set
forth in this Section 5.
5.3 STOCK OPTION PRICE. The per share Stock Option price shall be
determined by the Committee, but shall be a price that is equal to or
higher than the par value of the Company's Common Stock; PROVIDED, HOWEVER,
that the per share Stock Option price for any shares designated as
incentive stock options shall be equal to or greater than one hundred
percent (100%) of the Market Value on the date of grant.
5.4 MEDIUM AND TIME OF PAYMENT. The exercise price for each share
purchased pursuant to a Stock Option granted under the Plan shall be
payable in cash or, if the Committee consents, in shares of Common Stock
(including Common Stock to be received upon a simultaneous exercise) or
other consideration substantially equivalent to cash. The time and terms
of payment may be amended with the consent of a Participant before or after
exercise of a Stock Option, but such amendment shall not reduce the Stock
Option price. The Committee may from time to time authorize payment of all
or a portion of the Stock Option price in the form of a promissory note or
installments according to such terms as the Committee may approve. The
Board may restrict or suspend the power of the Committee to permit such
loans and may require that adequate security be provided.
5.5 STOCK OPTIONS GRANTED TO NONEMPLOYEE DIRECTORS.
(a) AUTOMATIC GRANTS. Options shall be granted to
nonemployee Directors on March 1 and September 1 of each year,
and no discretionary options shall be granted to such Directors
under the Plan. The number of shares subject to options granted
on September 1, 1995, shall be 500 shares. The number of shares
to be subject to options granted on each succeeding option date
during the term of the Plan thereafter shall be 105% of the
previous period's grant, with the result rounded up or down to
the nearest 5 share increment. This provision for automatic
grants shall be effective when there are insufficient shares
available for such automatic grants under prior Company stock
option plans.
(b) PRICE AND TERMS. The price shall be 100% of the Market
Value as of the date of the grant and may be paid in cash or
shares of Common Stock. The term shall be ten years.
6
(c) NEW DIRECTORS. Any new nonemployee Director elected or
appointed other than on a grant date shall receive, as of the
date of his or her election or appointment, an option for the
number of shares granted to a nonemployee Director as of the
previous grant date. The option price for such new Director
shall be the higher of the market value as of the date of grant
or the market value as of the prior grant date.
5.6 LIMITS ON EXERCISABILITY. Stock Options shall be exercisable for
such periods as may be fixed by the Committee, not to exceed 10 years from
the date of grant. At the time of the exercise of a Stock Option, the
holder of the Stock Option, if requested by the Committee, must represent
to the Company that the shares are being acquired for investment and not
with a view to the distribution thereof. The Committee may in its
discretion require a Participant to continue the Participant's service with
the Company and its Subsidiaries for a certain length of time prior to a
Stock Option becoming exercisable and may eliminate such delayed vesting
provisions. No Stock Option issued to directors and employees subject to
Section 16 of the Act shall be exercisable during the first six months of
its term.
5.7 RESTRICTIONS ON TRANSFERABILITY.
(a) GENERAL. Unless the Committee otherwise consents or
unless the Stock Option agreement or grant provide otherwise:
(i) no Stock Options granted under the Plan may be sold,
exchanged, transferred, pledged, assigned, or otherwise alienated
or hypothecated except by will or the laws of descent and
distribution; and (ii) all Stock Options granted to a Participant
shall be exercisable during the Participant's lifetime only by
such Participant, his guardian, or legal representative.
(b) OTHER RESTRICTIONS. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to
the exercise of a Stock Option under the Plan as the Committee
deems advisable, including, without limitation, restrictions
under applicable federal or state securities laws.
5.8 TERMINATION OF EMPLOYMENT OR DIRECTORSHIP.
(a) GENERAL. If a Participant ceases to be employed by or
a director of the Company or one of its Subsidiaries for any
reason other than the Participant's death, disability,
Retirement, or termination for cause, the Participant may
exercise his Stock Options only for a period of three months
after such termination of employment or director status, but only
to the extent the Participant was entitled to exercise the Stock
Options on the date of termination, unless the Committee
otherwise consents or the terms of the Stock Option agreement or
7
grant provide otherwise. For purposes of the Plan, the following
shall not be deemed a termination of employment or officer
status: (i) a transfer of an employee from the Company to any
Subsidiary; (ii) a leave of absence, duly authorized in writing
by the Company, for military service or for any other purpose
approved by the Company if the period of such leave does not
exceed 90 days; (iii) a leave of absence in excess of 90 days,
duly authorized in writing by the Company, provided that the
employee's right to reemployment is guaranteed either by statute
or contract; or (iv) a termination of employment with continued
service as a director.
(b) DEATH. If a Participant dies either while an employee
or director of the Company or one of its Subsidiaries or after
the termination of employment other than for cause but during the
time when the Participant could have exercised a Stock Option
under the Plan, the Stock Option issued to such Participant shall
be exercisable by the personal representative of such Participant
or other successor to the interest of the Participant for one
year after the Participant's death, but only to the extent that
the Participant was entitled to exercise the Stock Option on the
date of death or termination of employment or directorship,
whichever first occurred, unless the Committee otherwise consents
or the terms of the Stock Option agreement or grant provide
otherwise.
(c) DISABILITY. If a Participant ceases to be an employee
or director of the Company or one of its Subsidiaries due to the
Participant's disability, the Participant may exercise a Stock
Option for a period of one year following such termination of
employment or directorship, but only to the extent that the
Participant was entitled to exercise the Stock Option on the date
of such event, unless the Committee otherwise consents or the
terms of the Stock Option agreement or grant provide otherwise.
(d) PARTICIPANT RETIREMENT. If a Participant Retires as an
employee or director of the Company or one of its Subsidiaries,
any Stock Option granted under the Plan may be exercised during
the remaining term of the Stock Option, unless the terms of the
Stock Option agreement or grant provide otherwise.
(e) TERMINATION FOR CAUSE. If a Participant is terminated
for cause, the Participant shall have no further right to
exercise any Stock Option previously granted.
8
SECTION 6
RESTRICTED STOCK
6.1 GRANT. A Participant may be granted Restricted Stock under the
Plan. Restricted Stock shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as shall be determined by
the Committee in its sole discretion. The Committee may impose such
restrictions or conditions, consistent with the provisions of the Plan, to
the vesting of Restricted Stock as it deems appropriate. No more than one-
half of the total shares available for Incentive Awards under the Plan
shall be awarded in the form of Restricted Stock. Forfeited Restricted
Stock shall again become available for awards of Restricted Stock.
6.2 RESTRICTED STOCK AGREEMENTS. Awards of Restricted Stock shall be
evidenced by Restricted Stock agreements containing such terms and
conditions, consistent with the provisions of the Plan, as the Committee
shall from time to time determine. Unless a Restricted Stock agreement
provides otherwise, Restricted Stock Awards shall be subject to the terms
and conditions set forth in this Section 6.
6.3 TERMINATION OF EMPLOYMENT OR OFFICER STATUS.
(a) GENERAL. In the event of termination of employment
during the Restricted Period for any reason other than death,
disability, Retirement, or termination for cause, then any shares
of Restricted Stock still subject to restrictions at the date of
such termination shall automatically be forfeited and returned to
the Company; PROVIDED, HOWEVER, that in the event of a voluntary
or involuntary termination of the employment of a Participant by
the Company, the Committee may, in its sole discretion, waive the
automatic forfeiture of any or all such shares of Restricted
Stock and/or may add such new restrictions to such shares of
Restricted Stock as it deems appropriate. For purposes of the
Plan, the following shall not be deemed a termination of
employment: (i) a transfer of an employee from the Company to any
Subsidiary; (ii) a leave of absence, duly authorized in writing
by the Company, for military service or for any other purpose
approved by the Company if the period of such leave does not
exceed 90 days; (iii) a leave of absence in excess of 90 days,
duly authorized in writing by the Company, provided that the
employee's right to reemployment is guaranteed either by statute
or contract; and (iv) a termination of employment with continued
service as a director.
(b) DEATH, RETIREMENT, OR DISABILITY. Unless the Committee
otherwise consents or unless the terms of the Restricted Stock
agreement or grant provide otherwise, in the event a Participant
terminates his or her employment with the Company because of
9
death, disability, or Retirement during the Restricted Period,
the restrictions applicable to the shares of Restricted Stock
shall terminate automatically with respect to that number of
shares (rounded to the nearest whole number) equal to the total
number of shares of Restricted Stock granted to such Participant
multiplied by the number of full months that have elapsed since
the date of grant divided by the maximum number of full months of
the Restricted Period. All remaining shares shall be forfeited
and returned to the Company; PROVIDED, HOWEVER, that the
Committee may, in its sole discretion, waive the restrictions
remaining on any or all such remaining shares of Restricted Stock
either before or after the death, disability, or Retirement of
the Participant.
(c) TERMINATION FOR CAUSE. If a Participant's employment
is terminated for cause, the Participant shall have no further
right to exercise or receive any Restricted Stock, and all
Restricted Stock still subject to restrictions at the date of
such termination shall automatically be forfeited and returned to
the Company.
6.4 RESTRICTIONS ON TRANSFERABILITY.
(a) GENERAL. Unless the Committee otherwise consents or
unless the terms of the Restricted Stock agreement or grant
provide otherwise: (i) shares of Restricted Stock shall not be
sold, exchanged, transferred, pledged, assigned, or otherwise
alienated or hypothecated during the Restricted Period except by
will or the laws of descent and distribution; and (ii) all rights
with respect to Restricted Stock granted to a Participant under
the Plan shall be exercisable during the Participant's lifetime
only by such Participant, his or her guardian, or legal
representative.
(b) OTHER RESTRICTIONS. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to
an award of Restricted Stock under the Plan as the Committee
deems advisable, including, without limitation, restrictions
under applicable federal or state securities laws.
6.5 LEGENDING OF RESTRICTED STOCK. Any certificates evidencing
shares of Restricted Stock awarded pursuant to the Plan shall bear the
following legend:
The shares represented by this certificate were issued
subject to certain restrictions under The Colonel's
International, Inc. 1995 LONG-TERM INCENTIVE PLAN (the "Plan").
A copy of the Plan is on file in the office of the Secretary of
10
the Company. This certificate is held subject to the terms and
conditions contained in a restricted stock agreement that
includes a prohibition against the sale or transfer of the stock
represented by this certificate except in compliance with that
agreement, and that provides for forfeiture upon certain events.
6.6 REPRESENTATIONS AND WARRANTIES. A Participant who is awarded
Restricted Stock shall represent and warrant that the Participant is
acquiring the Restricted Stock for the Participant's own account and
investment and without any intention to resell or redistribute the
Restricted Stock. The Participant shall agree not to resell or distribute
such Restricted Stock after the Restricted Period except upon such
conditions as the Company may reasonably specify to ensure compliance with
federal and state securities laws.
6.7 RIGHTS AS A STOCKHOLDER. A Participant shall have all voting,
dividend, liquidation, and other rights with respect to Restricted Stock
held of record by such Participant as if the Participant held unrestricted
Common Stock; PROVIDED, HOWEVER, that the unvested portion of any award of
Restricted Stock shall be subject to any restrictions on transferability or
risks of forfeiture imposed pursuant to subsections 6.1 and 6.4 of the
Plan. Unless the Committee otherwise determines or unless the terms of the
Restricted Stock agreement or grant provide otherwise, any noncash
dividends or distributions paid with respect to shares of unvested
Restricted Stock shall be subject to the same restrictions as the shares to
which such dividends or distributions relate.
SECTION 7
STOCK AWARDS
7.1 GRANT. A Participant may be granted one or more Stock Awards
under the Plan in lieu of, or as payment for, the rights of a Participant
under any other compensation plan, policy, or program of the Company or its
Subsidiaries. Stock Awards shall be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by
the Committee in its sole discretion.
7.2 RIGHTS AS A STOCKHOLDER. A Participant shall have all voting,
dividend, liquidation, and other rights with respect to shares of Common
Stock issued to the Participant as a Stock Award under this Section 7 upon
the Participant becoming the holder of record of the Common Stock granted
pursuant to such Stock Awards; PROVIDED, HOWEVER, that the Committee may
impose such restrictions on the assignment or transfer of Common Stock
awarded pursuant to a Stock Award as it deems appropriate.
11
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 GRANT. The Committee may grant Stock Appreciation Rights to
individuals granted related options under the Plan.
8.2 RESTRICTIONS. A Stock Appreciation Right may be granted
simultaneously with or subsequent to the option to which the right is
related, but each Stock Appreciation Right must relate to a particular
option. In exchange for the surrender in whole or in part of the right to
exercise the related option to purchase shares of Common Stock, the
exercise of a Stock Appreciation Right shall entitle a Plan participant to
an amount equal to the appreciation in value of the shares covered by the
related option surrendered. Such appreciation in value shall be equal to
the excess of the market value of such shares at the time of the exercise
of the Stock Appreciation Right over the option price of such shares.
Stock Appreciation Rights may be exercised only when the related option
could be exercised and only when the market price of the stock subject to
the option exceeds the exercise price of the option. Neither a Stock
Appreciation Right nor any related stock option issued to officers and
directors subject to Section 16 of the Securities and Exchange Act of 1934
shall be exercisable during the first six months of the terms of the
respective right or option.
8.3 PAYMENT. Upon the exercise of a Stock Appreciation Right,
payment by the Company may be made in cash, in shares of Common Stock, or
partly in cash and partly in shares of Common Stock. The Committee shall
have sole discretion to determine the form of payment made upon the
exercise of a Stock Appreciation Right. If payment is made in shares of
Common Stock, such shares shall be valued at their market value as of the
date of surrender of the right to exercise the option. When an
appreciation right is exercised pursuant to an option, the shares subject
to the underlying option shall no longer be available for grant of
Incentive Awards under the Plan.
SECTION 9
TAX BENEFIT RIGHTS
9.1 GRANT. A Participant may be granted Tax Benefit Rights under the
Plan to encourage a Participant to exercise Stock Options and provide
certain tax benefits to the Company. A Tax Benefit Right entitles a
Participant to receive from the Company or a Subsidiary a cash payment not
to exceed the amount calculated by multiplying the ordinary income, if any,
realized by the Participant for federal tax purposes as a result of the
exercise of a nonqualified stock option, or the disqualifying disposition
12
of shares acquired under an incentive stock option, by the maximum federal
income tax rate (including any surtax or similar charge or assessment) for
corporations, plus the applicable state and local tax imposed on the
exercise of the Stock Option or the disqualifying disposition.
9.2 RESTRICTIONS. A Tax Benefit Right may be granted only with
respect to a stock option issued and outstanding or to be issued under the
Plan or any other plan of the Company or its Subsidiaries that has been
approved by the shareholders as of the date of the Plan and may be granted
concurrently with or after the grant of the stock option. Such rights with
respect to outstanding stock options shall be issued only with the consent
of the Participant if the effect would be to disqualify an incentive stock
option, change the date of grant or the exercise price, or otherwise impair
the Participant's existing stock options. A stock option to which a Tax
Benefit Right has been attached shall not be exercisable by a director,
officer or employee subject to Section 16 of the Act for a period of six
months from the date of the grant of the Tax Benefit Right.
9.3 TERMS AND CONDITIONS. The Committee shall determine the terms
and conditions of any Tax Benefit Rights granted and the Participants to
whom such rights will be granted with respect to stock options under the
Plan or any other plan of the Company. The Committee may amend, cancel,
limit the term of, or limit the amount payable under a Tax Benefit Right at
any time prior to the exercise of the related stock option, unless
otherwise provided under the terms of the Tax Benefit Right. The net
amount of a Tax Benefit Right, subject to withholding, may be used to pay a
portion of the stock option price, unless otherwise provided by the
Committee.
SECTION 10
CHANGE IN CONTROL
10.1 ACCELERATION OF VESTING. If a Change in Control of the Company
shall occur, then, unless the Committee or the Board otherwise determines
with respect to one or more Incentive Awards, without action by the
Committee or the Board (a) all outstanding Stock Options shall become
immediately exercisable in full and shall remain exercisable during the
remaining term thereof, regardless of whether the Participants to whom such
Stock Options have been granted remain in the employ or service of the
Company or any Subsidiary; and (b) all other outstanding Incentive Awards
shall become immediately fully vested and nonforfeitable.
10.2 CASH PAYMENT FOR STOCK OPTIONS. If a Change in Control of the
Company shall occur, then the Committee, in its sole discretion, and
without the consent of any Participant affected thereby, may determine that
some or all Participants holding outstanding Stock Options shall receive,
with respect to some or all of the shares of Common Stock subject to such
13
Stock Options, as of the effective date of any such Change in Control of
the Company, cash in an amount equal to the greater of the excess of (a)
the highest sales price of the shares on the NASDAQ Market System (or other
public exchange upon which the Company's stock is then traded) on the date
immediately prior to the effective date of such Change in Control of the
Company or (b) the highest price per share actually paid in connection with
any Change in Control of the Company over the exercise price per share of
such Stock Options.
10.3 LIMITATION ON CHANGE IN CONTROL PAYMENTS. Notwithstanding
anything in subsection 10.1 or 10.2 to the contrary, if, with respect to a
Participant, the acceleration of the vesting of an Incentive Award as
provided in subsection 10.1 or the payment of cash in exchange for all or
part of a Stock Option as provided in subsection 10.2 (which acceleration
or payment could be deemed a "payment" within the meaning of Section
280G(b)(2) of the Code), together with any other payments that such
Participant has the right to receive from the Company or any corporation
that is a member of an "affiliated group" (as defined in Section 1504(a) of
the Code without regard to Section 1504(b) of the Code) of which the
Company is a member, would constitute a "parachute payment" (as defined in
Section 280G(b)(2) of the Code), then the payments to such Participant
pursuant to subsection 10.1 or 10.2 shall be reduced to the largest amount
as will result in no portion of such payments being subject to the excise
tax imposed by Section 4999 of the Code.
SECTION 11
GENERAL PROVISIONS
11.1 NO RIGHTS TO AWARDS. No Participant or other person shall have
any claim to be granted any Incentive Award under the Plan, and there is no
obligation of uniformity of treatment of Participants or holders or
beneficiaries of Incentive Awards under the Plan. The terms and conditions
of Incentive Awards of the same type and the determination of the Committee
to grant a waiver or modification of any Incentive Award and the terms and
conditions thereof need not be the same with respect to each Participant.
11.2 WITHHOLDING. The Company or a Subsidiary shall be entitled to
(a) withhold and deduct from future wages of a Participant (or from other
amounts that may be due and owing to a Participant from the Company or a
Subsidiary), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any and all federal, state, and local
withholding and employment-related tax requirements attributable to an
Incentive Award, including, without limitation, the grant, exercise, or
vesting of, or payment of dividends with respect to, an Incentive Award or
a disqualifying disposition of Common Stock received upon exercise of an
incentive stock option; or (b) require a Participant promptly to remit the
14
amount of such withholding to the Company before taking any action with
respect to an Incentive Award. Unless the Committee determines otherwise,
withholding may be satisfied by withholding Common Stock to be received
upon exercise or by delivery to the Company of previously owned Common
Stock. The Company may establish such rules and procedures concerning
timing of any withholding election as it deems appropriate to comply with
Rule 16b-3 under the Act.
11.3 COMPLIANCE WITH LAWS; LISTING AND REGISTRATION OF SHARES. All
Incentive Awards granted under the Plan (and all issuances of Common Stock
or other securities under the Plan) shall be subject to all applicable
laws, rules, and regulations, and to the requirement that if at any time
the Committee shall determine, in its discretion, that the listing,
registration, or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the grant of such Incentive Award or
the issue or purchase of shares thereunder, such Incentive Award may not be
exercised in whole or in part, or the restrictions on such Incentive Award
shall not lapse, unless and until such listing, registration,
qualification, consent, or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
11.4 LIMIT ON PLAN AWARDS. No participant shall be eligible to
receive Incentive Awards under the Plan which in the aggregate constitute
more than 25% of the total Incentive Awards granted under the Plan.
11.5 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other or additional compensation arrangements,
including the grant of stock options and other stock-based awards, and such
arrangements may be either generally applicable or applicable only in
specific cases.
11.6 NO RIGHT TO EMPLOYMENT. The grant of an Incentive Award shall
not be construed as giving a Participant the right to be retained in the
employ of the Company or any Subsidiary. The Company or any Subsidiary may
at any time dismiss a Participant from employment, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the
Plan or in any written agreement with a Participant.
11.7 GOVERNING LAW. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the State of Michigan and applicable federal
law.
11.8 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
15
not affect the remaining provisions of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.
SECTION 12
TERMINATION AND AMENDMENT
The Board may terminate the Plan at any time, or may from time to
time amend the Plan as it deems proper and in the best interests of the
Company, provided that without stockholder approval no such amendment may:
(a) materially increase either the benefits to Participants under the Plan
or the number of shares that may be issued under the Plan; (b) materially
modify the eligibility requirements; (c) modify the formula grant
provisions of subsection 5.5 with respect to nonemployee directors more
than once in any six month period, or (d) impair any outstanding Incentive
Award without the consent of the Participant, except according to the terms
of the Plan or the Incentive Award. No termination, amendment, or
modification of the Plan shall become effective with respect to any
Incentive Award previously granted under the Plan without the prior written
consent of the Participant holding such Incentive Award unless such
amendment or modification operates solely to the benefit of the
Participant.
SECTION 13
EFFECTIVE DATE AND DURATION OF THE PLAN
This Plan shall take effect upon approval by the shareholders at
the 1995 Annual Meeting of Shareholders or any adjournment thereof or at a
Special Meeting of Shareholders. Unless earlier terminated by the Board of
Directors, the Plan shall terminate on November 20, 2005. No Incentive
Award shall be granted under the Plan after such date.
16
EXHIBIT 4(e)
FORM OF STOCK OPTION AGREEMENT
EXHIBIT 4(e)
Grantee:________________________ Grant Date:________________________
Exercise Price:_________________ Expiration Date:___________________
Number of Shares:_______________ Option Number: 96N-________________
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is made as of the grant
date set forth above between THE COLONEL'S INTERNATIONAL, INC., a Michigan
corporation ("The Colonel's"), and the grantee named above ("Grantee").
The Colonel's International, Inc. 1995 Long-Term Incentive Plan
(the "Plan") is administered by the Stock Option Committee of Colonel's
Board of Directors (the "Committee"). The Committee has determined that
Grantee is eligible to participate in the Plan based upon Grantee's status
as a Non-Employee Director of The Colonel's, The Colonel's, Inc., or
Brainerd International Raceway, Inc. The Committee has granted stock
options to Grantee, subject to the terms and conditions contained in this
Agreement and in the Plan.
Grantee acknowledges receipt of a copy of the Plan and accepts
this option subject to all of the terms, conditions, and provisions of this
Agreement and the Plan.
1. GRANT. The Colonel's grants to Grantee an option to purchase
shares of The Colonel's common stock, par value $0.01 per share, as set
forth above. This option is not an incentive stock option as defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended.
2. TERM AND DELAYED VESTING. The right to exercise this option
shall commence on the Grant Date shown above and shall terminate on the
Expiration Date shown above, which is 10 years after the Grant Date, unless
earlier terminated under the Plan by reason of termination of director
status. This option may be exercised at any time, in whole or in part,
during its term.
3. REGISTRATION AND LISTING. The stock options granted under this
Agreement are conditional upon the effective registration or exemption of
the Plan and the options granted under the Plan and the stock to be
received upon exercise of options pursuant to the Plan under the Securities
Act of 1933 and applicable state or foreign securities laws.
4. EXERCISE. Grantee shall exercise this option by giving The
Colonel's a written notice of the exercise of this option in the form of
EXHIBIT A hereto. The notice shall set forth the number of shares to be
purchased. The notice shall be effective when received by the Secretary at
The Colonel's main office, accompanied by full payment (as set forth below)
of the option price. The Colonel's will deliver or cause to be delivered
to Grantee a certificate or certificates for such shares; PROVIDED,
HOWEVER, that the time of delivery may be postponed for such period as may
be required for The Colonel's with reasonable diligence to comply with any
registration requirements under the Securities Act of 1933, the Securities
Exchange Act of 1934, or any requirements under any other law, regulation
or agreement applicable to the issuance, listing, or transfer of such
shares. If Grantee fails to accept delivery of and pay for all or any part
of the number of shares specified in the notice upon tender or delivery of
the shares, Grantee's right to exercise the option with respect to such
undelivered shares shall terminate.
5. PAYMENT BY GRANTEE. When exercising this stock option, Grantee
shall pay The Colonel's in cash, in shares of The Colonel's common stock
(including common stock to be received upon a simultaneous exercise), or
other consideration substantially equivalent to cash. When appropriate
arrangements are made with a broker or other institution, payment may be
made by a properly executed exercise notice directing delivery of shares to
a broker, together with irrevocable instructions to the broker to delivery
promptly to The Colonel's the amount of sale or loan proceeds to pay the
exercise price.
6. TRANSFERABILITY. This option is not transferable by Grantee
except by will or according to the laws of descent and distribution and is
exercisable during Grantee's lifetime only by Grantee or Grantee's legal
representative. The Colonel's may, in the event it deems the same
desirable to assure compliance with applicable federal and state securities
laws, place an appropriate restrictive legend upon any certificate
representing shares issued pursuant to the exercise of this option, and may
also issue appropriate stop transfer instructions to its transfer agent
with respect to such shares.
7. TERMINATION OF DIRECTORSHIP. This option shall terminate three
months after the termination of Grantee's directorship for any reason other
than Grantee's death, disability, or retirement. If Grantee dies either
while a director of The Colonel's, The Colonel's, Inc. or Brainerd
International Raceway, Inc. or after termination of Grantee's directorship
but during the time that Grantee could have exercised this option,
Grantee's personal representative or other successor in interest shall have
one year from Grantee's death to exercise this option. If Grantee becomes
disabled (within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended), this three month period shall be one year. In
the event of the Grantee's retirement, this option may be exercised by
Grantee or Grantee's legal representative during the remaining term and the
option in accordance with its terms.
-2-
8. SHAREHOLDER RIGHTS. Grantee shall have no rights as a
shareholder with respect to any shares covered by this option until
exercise of the option and payment for such shares.
9. NO RIGHT TO DIRECTORSHIP. The grant of this option shall not
impose upon The Colonel's any obligation to retain Grantee as a director of
The Colonel's, The Colonel's Inc. or Brainerd International Raceway, Inc..
Any of the companies may at any time remove Grantee from Grantee's
directorship in accordance with its Bylaws, Articles of Incorporation, or
applicable law, free from any liability or claim under the Plan, unless
otherwise expressly provided in the Plan or in any written agreement with
Grantee.
10. CERTIFICATIONS. Grantee hereby represents and warrants that
Grantee is acquiring the option granted under this Agreement for Grantee's
own account and investment and without any intent to resell or distribute
the shares upon exercise of the option. Grantee shall not resell or
distribute the shares received upon exercise of the option except in
compliance with such conditions as The Colonel's may reasonably specify to
ensure compliance with federal and state securities laws.
11. CORPORATE CHANGES. In the event of any stock dividend, stock
split, reverse stock split, recapitalization, merger, consolidation,
combination, exchange of shares, or any other change in the corporate
structure or shares of The Colonel's, the number and class of shares
covered by this option and the exercise price are subject to adjustment as
provided in the Plan.
12. EFFECTIVE DATE. This option shall be effective as of the date
first set forth above.
13. AMENDMENT. This option shall not be modified except in a writing
executed by the parties hereto.
14. PLAN CONTROLS. The Plan is incorporated in this Agreement by
reference. Capitalized terms not defined in this Agreement shall have
those meanings provided in the Plan. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the provisions of
this Agreement shall control.
THE COLONEL'S INTERNATIONAL, INC.
By___________________________________________
Its_______________________________________
-3-
Grantee:
_____________________________________________
Signature
_____________________________________________
Print name
-4-
EXHIBIT A
_________________
Date
(Name of Proper Recipient)
The Colonel's International, Inc.
620 South Platt Road
Milan, Michigan 48160
Attention: Corporate Secretary
I hereby exercise Option No. _____ granted to me on ___________ to the
extent of ____ shares of $0.01 par value Common Stock of The Colonel's
International, Inc., at an exercise price of $_____.
Pursuant to the terms and conditions of said option, payment is made as
follows:
<TABLE>
<CAPTION>
OPTION TOTAL
SHARES PRICE COST
<S> <C> <C> <C>
_________ $_________ $________
</TABLE>
1. By surrendering shares of Common Stock of The Colonel's
International, Inc. ___ (please check if applicable)
2. By delivering shares to ____________ (broker), who shall then
deliver to The Colonel's International, Inc. the sale proceeds
___ (please check if applicable)
3. Cash
Check payable to The Colonel's International, Inc.
Amount $_________
4. Cash equivalent _____ (please check if applicable)
I hereby represent to you that it is my intention to acquire said shares
for investment and not for resale.
Very truly yours,
_____________________________________________
Print Name of Holder
_____________________________________________
Signature of Holder
_____________________________________________
Social Security Number
_____________________________________________
Other Name, if Joint Ownership
EXHIBIT 5 AND EXHIBIT 23(c)
LEGAL OPINION AND CONSENT OF COUNSEL
EXHIBIT 5 AND EXHIBIT 23(c)
August 19, 1996
The Colonel's International, Inc.
620 South Platt Road
Milan, Michigan 48160
Ladies and Gentlemen:
As legal counsel for The Colonel's International, Inc., a
Michigan corporation (hereinafter called the "Company"), we have examined
and are familiar with the Company's Articles of Incorporation, Bylaws, and
other corporate records and documents and have made such further
examination as we have deemed necessary or advisable in order to enable us
to render this opinion. Based upon the foregoing, we are of the opinion
that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Michigan.
2. The Company has an authorized capitalization of 35,000,000
shares of Common Stock, par value $0.01 per share, and 5,000,000
shares of Preferred Stock, par value 0.01 per share.
3. The 3,000,000 shares being registered on Form S-8 under the
Securities Act of 1933 are authorized shares of Common Stock and such
shares, when issued pursuant to The Colonel's International 1995 Long-
Term Incentive Plan will be legally issued and outstanding, fully paid
and nonassessable.
We hereby consent to the reference to us under the caption "Legal
Opinion" contained in the Registration Statement and to the filing of this
opinion and consent as an exhibit to the Registration Statement on Form S-8
covering the Common Stock to be issued pursuant to this Registration
Statement.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By /S/ STEPHEN C. WATERBURY
Stephen C. Waterbury
A Partner
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of The Colonel's International, Inc. on Form S-8 of our report dated March 4,
1996, appearing in the Annual Report on Form 10-K of The Colonel's
International, Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Ann Arbor, Michigan
August 15, 1996
EXHIBIT 24
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Donald J. Williamson and
Jeffrey A. Chimovitz, and each of them, such individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such individual and in his or her name, place and
stead, in any and all capacities, to sign the Form S-8 Registration
Statement of The Colonel's International, Inc., together with any and all
amendments thereto, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission or other regulatory authority, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature: /S/ LISA ALEXANDER
Print Name: Lisa Alexander
Title: Treasurer
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Donald J. Williamson and
Jeffrey A. Chimovitz, and each of them, such individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such individual and in his or her name, place and
stead, in any and all capacities, to sign the Form S-8 Registration
Statement of The Colonel's International, Inc., together with any and all
amendments thereto, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission or other regulatory authority, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature: /S/ TED M. GANS
Print Name: Ted M. Gans
Title: Director
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Donald J. Williamson and
Jeffrey A. Chimovitz, and each of them, such individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such individual and in his or her name, place and
stead, in any and all capacities, to sign the Form S-8 Registration
Statement of The Colonel's International, Inc., together with any and all
amendments thereto, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission or other regulatory authority, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature: /S/ GARY MOORE
Print Name: Gary Moore
Title: Director
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Donald J. Williamson and
Jeffrey A. Chimovitz, and each of them, such individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such individual and in his or her name, place and
stead, in any and all capacities, to sign the Form S-8 Registration
Statement of The Colonel's International, Inc., together with any and all
amendments thereto, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission or other regulatory authority, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature: /S/ J. DANIEL FRISINA
Print Name: J. Daniel Frisina
Title: Director
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Donald J. Williamson and
Jeffrey A. Chimovitz, and each of them, such individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such individual and in his or her name, place and
stead, in any and all capacities, to sign the Form S-8 Registration
Statement of The Colonel's International, Inc., together with any and all
amendments thereto, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission or other regulatory authority, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature: /S/ RICHARD S. SCHOENFELDT
Print Name: Richard S. Schoenfeldt
Title: Controller
