Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PERKIN-ELMER CORPORATION
(Exact name of registrant as specified in its charter)
New York 06-0490270
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
761 MAIN AVENUE
NORWALK, CONNECTICUT 06859-0001
(Address of Principal Executive Offices, including Zip Code)
THE PERKIN-ELMER CORPORATION
1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
WILLIAM B. SAWCH
Vice President, General Counsel and Secretary
THE PERKIN-ELMER CORPORATION
761 Main Avenue
Norwalk, Connecticut 06859-0001
(203) 762-1000
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Maximum Maximum
to be Registered Amount Offering Aggregate Amount of
to be Price Per Offering Registration
Registered Share (1) Price (1) Fee
Common Stock, $1.00 1,500,000 $53.75 $80,625,000 $24,431.82
Par Value (2)
1. Pursuant to Rule 457(h)(1) and Rule 457(c), the proposed
maximum offering price per share and the registration fee are
based upon the reported average of the high and low prices for
the common stock of the Registrant (the "Common Stock") on the
New York Stock Exchange on October 29,1996. The maximum
offering price per share is estimated solely for purposes of
calculating the registration fee.
2. This Registration Statement also pertains to rights to
purchase Participating Preferred Stock of the Registrant (the
"Rights"). Until the occurrence of certain prescribed events,
the Rights are not exercisable, are evidenced by the
certificates for Common Stock, and will be transferred along
with and only with such securities. Thereafter, separate
Rights certificates will be issued representing one Right for
each share of Common Stock held, subject to adjustment
pursuant to anti-dilution provisions.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual
Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Perkin-Elmer
Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated in this
Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996.
(2) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 10-
12B/A dated October 27, 1993, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that
the documents enumerated above or subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated
by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the shares of Common Stock
subject to issuance pursuant to The Perkin-Elmer Corporation 1996
Stock Incentive Plan have been passed upon by William B. Sawch,
Vice President, General Counsel and Secretary of the Company.
Mr. Sawch owns Common Stock of the Company and options to
purchase Common Stock of the Company with an aggregate value in
excess of $50,000.
Item 6. Indemnification of Directors and Officers.
Article Twelfth of the Restated Certificate of Incorporation
of the Company states:
TWELFTH: No director of the Corporation shall be
personally liable to the Corporation or its
shareholders for damages for any breach of duty as a
director unless the elimination or limitation of
liability is expressly prohibited by the New York
Business Corporation Law as currently in effect or as
it may be amended. No amendment, modification, or
repeal of this Article shall adversely affect any right
or protection of any director that exists at the time
of such change.
Article 52 of the By-laws of the Company, as amended and
restated, states:
Indemnification. Except to the extent expressly
prohibited by the New York Business Corporation Law,
the Corporation shall indemnify each person made or
threatened to be made a party to, or called as a
witness or asked to submit information in, any action
or proceeding by reason of the fact that such person or
such person's testator or intestate is or was a
director or officer of the Corporation, or serves or
served at the request of the Corporation any other
corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any
capacity, against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses, including
attorneys' fees incurred in connection with such action
or proceeding, or any appeal therein, provided that no
such indemnification shall be made if a judgment or
other final adjudication adverse to such person
establishes that his or her acts were committed in bad
faith or were the result of active and deliberate
dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in
fact a financial profit or other advantage to which he
or she was not legally entitled, and provided further
that no such indemnification shall be required with
respect to any settlement or other nonadjudicated
disposition of any threatened or pending action or
proceeding
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unless the Corporation has given its prior
consent to such settlement or other disposition. In
this by-law, reference to an action or proceeding
includes, without limitation, any pending or threatened
action, proceeding, hearing or investigation, whether
civil or criminal, whether judicial, administrative or
legislative in nature and whether or not in the nature
of a direct or a shareholders' derivative action
brought by or on behalf of the Corporation or any other
corporation or enterprise which the director or officer
of the corporation serves at the Corporation's request.
The Corporation shall advance or promptly
reimburse upon request any person entitled to
indemnification hereunder for all expenses, including
attorneys' fees, reasonably incurred in defending any
action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by
or on behalf of such person to repay such amount if
such person is ultimately found not to be entitled to
indemnification or, where indemnification is granted,
to the extent the expenses so advanced or reimbursed
exceed the amount to which such person is entitled,
provided, however, that such person shall cooperate in
good faith with any request by the Corporation that
common counsel be utilized by the parties to an action
or proceeding who are similarly situated unless to do
so would be inappropriate due to actual or potential
differing interests between or among such parties.
The Corporation shall also promptly pay or
reimburse such person for all expenses, including fees
and expenses of counsel, reasonably incurred by such
person in successfully enforcing his or her rights
pursuant to this by-law.
Nothing herein shall limit or affect any right of
any person otherwise than hereunder to indemnification
or expenses, including attorneys' fees, under any
statute, rule, regulation certificate of incorporation,
by-law, insurance policy, contract or otherwise.
Anything in these by-laws to the contrary
notwithstanding, no elimination of this by-law, and no
amendment of this by-law adversely affecting the right
of any person to indemnification or advancement of
expenses hereunder shall be effective until the 60th
day following notice to such person of such action, and
no elimination of or amendment to this by-law shall
deprive any person of his or her rights hereunder
arising out of alleged or actual occurrences, acts or
failures to act prior to such 60th day.
The Corporation shall not, except by elimination
or amendment of this by-law in a manner consistent with
the preceding paragraph, take any corporate action or
enter into any agreement which prohibits, or otherwise
limits the rights of any person to, indemnification in
accordance with the provisions of this by-law. The
indemnification of any person provided by this by-law
shall continue after such person has ceased to be a
director or officer of the Corporation and shall inure to
the benefit of such person's heirs, executors,
administrators and legal representatives.
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The Corporation is authorized to enter into
agreements with any of its directors or officers
extending rights to indemnification and advancement of
expenses to such person to the fullest extent permitted
by applicable law, but the failure to enter into any
such agreement shall not affect or limit the rights of
such person pursuant to this by-law, it being expressly
recognized hereby that all directors and officers of
the Corporation, by serving as such after the adoption
hereof, are acting in reliance hereon and that the
Corporation is estopped to contend otherwise.
In case any provision in this by-law shall be
determined at any time to be unenforceable in any
respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected
provision shall be given the fullest possible
enforcement in the circumstances, it being the
intention of the Corporation to afford indemnification
and advancement of expenses to its directors and
officers, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent
permitted by law.
For purposes of this by-law, the Corporation shall
be deemed to have requested a person to serve an
employee benefit plan where the performance by such
person of his or her duties to the Corporation also
imposes duties on, or otherwise involves services by,
such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on
a person with respect to an employee benefit plan
pursuant to applicable law shall be considered
indemnifiable expenses. For purposes of this by-law,
the term "Corporation" shall include any legal
successor to the Corporation, including any corporation
which acquires all or substantially all of the assets
of the Corporation in one or more transactions.
A person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal action
or proceeding of the character described in the first
paragraph of this by-law shall be entitled to
indemnification as authorized in such paragraph.
Except as provided in the preceding sentence and unless
ordered by a court, any indemnification under this by-
law shall be made by the Corporation if, and only if,
authorized in the specific case:
(1) By the Board of Directors acting by a quorum
consisting of directors who are not parties to
such action or proceeding upon a finding that the
director, officer or employee has met the standard
of conduct set forth in the first paragraph of
this by-law, or
(2) If such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so
directs:
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(a) By the Board of Directors upon the opinion in
writing of independent legal counsel that
indemnification is proper in the
circumstances because the standard of conduct
set forth in the first paragraph of this by-
law, has been met by such director, officer
or employee, or
(b) By the shareholders upon a finding that the
director, officer or employee has met the
applicable standard of conduct set forth in
such paragraph.
If any action with respect to indemnification of
directors and officers is taken by way of amendment of
these by-laws, resolution of directors, or by
agreement, the Corporation shall, not later than the
next annual meeting of shareholders, unless such
meeting is held within three months from the date of
such action and, in any event, within fifteen months
from the date of such action, mail to its shareholders
of record at the time entitled to vote for the election
of directors a statement specifying the action taken.
Sections 721 through 726 of the Business Corporation Law of
the State of New York permit indemnification of directors and
officers pursuant to such By-law provision. The statute further
permits the Company to insure itself for such indemnification.
The Company maintains liability and indemnification
insurance policies covering all officers and directors of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable
.
Item 8. Exhibits.
Exhibit 4(1) - Three Year Credit Agreement
dated June 1, 1994 among Morgan Guaranty
Trust Company, certain banks named in
such Agreement, and the Corporation, as
amended July 20, 1995 (Incorporated by
reference to Exhibit 4(1) to the
Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1995
(Commission file number 1-4389)).
Exhibit 4(2) - Shareholder Protection Rights
Agreement dated April 30, 1989 between
the Company and The First National Bank
of Boston (Incorporated by reference to
Exhibit 4 to the Company's Current
Report on Form 8-K dated April 20, 1989
(Commission file number 1-4389)).
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Exhibit 5 - Opinion of William B. Sawch,
Esq. (including Consent).
Exhibit 23(1) - Consent of Price Waterhouse.
Exhibit 23(2) - Consent of William B. Sawch, Esq.
(included in Exhibit 5).
Exhibit 24 - Power of Attorney (contained
on the signature pages hereof).
Exhibit 99 - The Perkin-Elmer Corporation
1996 Stock Incentive Plan.
Item 9. Undertakings.
(a) The Company 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 "1933 Act");
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement;
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(2) That, for the purpose of determining any liability
under the 1933 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; and
(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 Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the 1934 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.
(c) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Norwalk, State of Connecticut, on October 30 , 1996.
THE PERKIN-ELMER CORPORATION
By:/s/ William B. Sawch
William B. Sawch
Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Stephen
O. Jaeger and William B. Sawch, and each of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective
amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents of any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Tony L.White Chairman of the Board, October 30, 1996
Tony L. White President and Chief
Executive Officer
(Principal Executive Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Stephen O. Jaeger Vice President, October 30, 1996
Stephen O. Jaeger Chief Financial Officer
and Treasurer (Principal
Financial Officer)
/s/ John B. McBennett Corporate Controller October 30, 1996
John B. McBennett (Principal Accounting
Officer)
/s/ Joseph F. Abely,Jr. Director October 30, 1996
Joseph F. Abely, Jr.
/s/ Richard H. Ayers Director October 30, 1996
Richard H. Ayers
/s/ Jean-Luc Belingard Director October 30, 1996
Jean-Luc Belingard
/s/ Robert H. Hayes Director October 30, 1996
Robert H. Hayes
/s/ Donald R. Melville Director October 30, 1996
Donald R. Melville
/s/ Burnell R. Roberts Director October 30, 1996
Burnell R. Roberts
/s/ Georges C. St. Laurent, Jr. Director October 30, 1996
Georges C. St. Laurent, Jr.
/s/ Carolyn W. Slayman Director October 30, 1996
Carolyn W. Slayman
/s/ Orin R. Smith Director October 30, 1996
Orin R. Smith
/s/ Richard F. Tucker Director October 30, 1996
Richard F. Tucker
</TABLE>
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EXHIBIT INDEX
Exhibit No. Exhibit
5 Opinion of William B. Sawch, Esq.
23(1) Consent of Price Waterhouse
99 The Perkin-Elmer Corporation 1996
Stock Incentive Plan
October 30, 1996
The Perkin-Elmer Corporation
761 Main Avenue
Norwalk, CT 06859-0001
Ladies and Gentlemen:
This opinion is being rendered in connection with the
preparation and filing by The Perkin-Elmer Corporation (the
"Company") of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the
proposed sale of up to 1,500,000 shares (the "Shares") of
the common stock, par value $1.00 per share (the "Common
Stock"), of the Company pursuant to The Perkin-Elmer
Corporation 1996 Stock Incentive Plan (the "Plan").
For purposes of the opinion expressed herein, I, or
attorneys under my supervision, have conducted such
investigations of law and fact as I have deemed necessary or
appropriate.
Based upon the foregoing, I am of the opinion that,
assuming that there shall have been compliance with the
applicable provisions of the Securities Act and of state
securities or "blue sky" laws and that the consideration
received for the Shares is not less than the par value
thereof, upon the issuance and delivery of the Shares in
accordance with the terms of the Plan, the Shares will be
validly issued, fully paid and non-assessable.
Please note that if at any time in the future the
Common Stock is not listed on a national securities exchange
or regularly quoted in an over-the-counter market by one or
more members of a national or an affiliated securities
association, then, pursuant to Section 630 of the New York
Business Corporation Law, the ten largest shareholders of
the Company will be jointly and severally liable for all
debts, wages or salaries due and owing to any of the
Company's laborers, servants or employees, other than
contractors, for services performed by such persons for the
Company.
No opinion is expressed with respect to the laws of any
jurisdiction other that the United States of America and the
State of New York.
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I hereby consent to the use of this opinion as an
Exhibit to the Registration Statement and to the reference
to me in Item 5 of the Registration Statement, and any
amendments thereto filed in connection with the Plan.
Very truly yours,
/s/ William B. Sawch
William B. Sawch
Vice President, General
Counsel and Secretary
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated
July 24, 1996, which appears on page 48 of the 1996 Annual
Report to Shareholders of The Perkin-Elmer Corporation, which
is incorporated by reference in The Perkin-Elmer
Corporation's Annual Report on Form 10-K for the year ended
June 30, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule,
which appears on page 18 of such Annual Report on Form 10-K.
Price Waterhouse LLP
Stamford, CT
October 30, 1996
THE PERKIN-ELMER CORPORATION
1996 STOCK INCENTIVE PLAN
1. Purpose of the Plan.
The purpose of The Perkin-Elmer Corporation 1996 Stock
Incentive Plan (the "Plan") is to increase shareholder value
and to advance the interests of The Perkin-Elmer Corporation
and its subsidiaries (collectively, the "Corporation") by
providing financial incentives designed to attract, retain,
and motivate employees, officers, and directors of the
Corporation. The Plan continues the established policy of
the Corporation of encouraging ownership of its Common Stock
by key personnel and of providing incentives for such
individuals to put forth maximum efforts for the success of
the Corporation.
2. Definitions.
As used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates
to the contrary:
2.1 "Act" means the Securities Exchange Act of 1934,
as amended from time to time.
2.2 "Agreement" means the written agreement between
the Corporation and an Optionee or Award Recipient, as the
case may be, evidencing the grant of an Option or Award and
setting forth the terms and conditions thereof.
2.3 "Award" means a Stock Award or Performance Share
Award.
2.4 "Award Recipient" means an individual to whom an
Award has been granted under the Plan.
2.5 "Board of Directors" means the Board of Directors
of the Corporation.
2.6 "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
2.7 "Committee" means the Management Resources
Committee of the Board of Directors, or any successor
thereto or committee designated thereby whose members
qualify as outside directors as defined in Section 162(m) of
the Code and the Treasury Regulations issued pursuant
thereto.
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2.8 "Common Stock" means the common stock, par value
$1.00 per share, of the Corporation.
2.9 "Continuous Employment" means an uninterrupted
chain of continuous regular employment by the Corporation.
A leave of absence granted in accordance with the
Corporation's usual procedures which does not operate to
interrupt continuous employment for other benefits granted
by the Corporation shall not be considered a termination of
employment nor an interruption of Continuous Employment
hereunder, and an employee who is granted such a leave of
absence shall be considered to be continuously employed
during the period of such leave; provided, however, that if
regulations under the Code or an amendment to the Code shall
establish a more restrictive definition of a leave of
absence, such definition shall be substituted herein.
2.10 "Director Option" means an Option granted
pursuant to Section 7 hereof.
2.11 "Employee Option" means an Option granted
pursuant to Section 6 hereof.
2.12 "Fair Market Value" means the simple average of
the high and low sales prices of a share of Common Stock as
reported in the report of composite transactions (or other
source designated by the Committee) on the date on which
fair market value is to be determined (or if there shall be
no trading on such date, then on the first previous date on
which sales were made on a national securities exchange).
2.13 "Incentive Stock Options" means those Options
granted hereunder as Incentive Stock Options as defined in,
and which by their terms comply with the requirements for
such Options set out in, Section 422 of the Code and the
Treasury Regulations issued pursuant thereto.
2.14 "Non-Employee Director" means a member of the
Board of Directors who is not an employee or officer of the
Corporation.
2.15 "Non-Qualified Stock Options" means those Options
granted hereunder which are not intended to qualify as
Incentive Stock Options.
2.16 "Option" means an Employee Option or Director
Option.
2.17 "Optionee" means an individual to whom an Option
has been granted under the Plan.
2.18 "Performance Share Award" means an award of
Performance Shares granted pursuant to Section 10 hereof.
2.19 "Performance Shares" means shares of Common Stock
covered by a Performance Share Award.
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2.20 "Stock Award" means an award of shares of Common
Stock granted pursuant to Section 9 hereof.
2.21 "Stock Restrictions" mean the restrictions,
including performance goals, placed on a Stock Award or
Performance Share Award under the Plan.
2.22 "Ten Percent Shareholder" means an individual who
owns, within the meaning of Section 422(b)(6) of the Code
and the Treasury Regulations issued pursuant thereto, stock
possessing more than ten (10%) percent of the total combined
voting power of all classes of stock of the Corporation.
3. Shares Reserved for the Plan.
The aggregate number of shares of Common Stock
available for Options and Awards under the Plan is One
Million Five Hundred Thousand (1,500,000), subject to
adjustment in accordance with Section 15. Shares of Common
Stock issued under the Plan shall be authorized but unissued
shares. In lieu of such unissued shares, the Corporation
may, in its discretion, transfer on the exercise of Options
or the delivery of shares of Common Stock issued pursuant to
Awards treasury shares, acquired shares, or shares
acquired in the market for purposes of the Plan.
If any Options or Awards granted under the Plan shall
for any reason terminate, be canceled, or expire without
having been exercised or vested in full, shares of Common
Stock not issued or vested in full under such Options or
Awards shall be available again for issuance under the Plan.
4. Administration of the Plan.
The Committee shall have plenary authority in its
discretion, but subject to the express provisions of the
Plan, to administer the Plan, including, without limitation,
the authority to determine the individuals to whom, and the
time or times at which, Employee Options and Awards shall be
granted, the number of shares of Common Stock to be covered
by each Employee Option and Award, and the terms and
conditions of each Employee Option and Award. The Committee
shall also have plenary authority in its discretion to
interpret the Plan; to prescribe, amend, and rescind rules
and regulations relating to it; to determine the terms
(which need not be identical) of Agreements executed and
delivered under the Plan, including, without limitation,
such terms and provisions as shall be requisite in the
judgment of the Committee to conform to any change in any
law or regulation applicable thereto; and to make any and
all other determinations and take any and all actions deemed
necessary or advisable for the administration of the Plan.
The Committee's determination on the foregoing matters shall
be conclusive and binding on all persons having an interest
in the Plan.
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5. Eligible Employees; Factors to be Considered in
Granting Employee Options and Awards.
Subject to the terms of the Plan, an Employee Option or
Award may be granted to any person who, at the time the
Employee Option or Award is granted, is a regular full-time
employee (which term shall include officers and directors)
of the Corporation. Non-Employee Directors shall not be
eligible to receive Employee Options or Awards. In
determining the employees to whom Employee Options or Awards
shall be granted, the number of shares of Common Stock to be
covered by each Employee Option or Award, and the terms and
conditions of each Employee Option and Award, the Committee
shall take into account the duties and responsibilities of
the respective employees, their present and potential
contributions to the success of the Corporation, and such
other factors as they shall deem relevant in connection with
accomplishing the purposes of the Plan. An employee who has
been granted an Employee Option or Award may be granted and
hold additional Employee Options or Awards if the Committee
shall so determine.
6. Employee Options.
6.1 Grant of Employee Options. Subject to the terms
of the Plan, the Committee may grant Employee Options to
such employees at such time or times and in such amounts as
it shall determine. Each Employee Option granted hereunder
shall be designated as an Incentive Stock Option or Non-
Qualified Stock Option and shall be evidenced by an
Agreement containing such terms and conditions consistent
with the Plan as the Committee shall determine.
6.2 Purchase Price. The purchase price of each share
of Common Stock covered by an Employee Option shall be 100%
(or 110% in the case of an Incentive Stock Option granted to
a Ten Percent Shareholder) of the Fair Market Value of a
share of Common Stock on the date the Employee Option is
granted.
6.3 Term. The term of each Employee Option shall be
for such period as the Committee shall determine, but not
more than ten (10) years (or five (5) years in the case of
an Incentive Stock Option granted to a Ten Percent
Shareholder) from the date of grant thereof, and shall be
subject to earlier termination as hereinafter provided. If
the original term of any Employee Option is less than ten
(10) years (or five (5) years in the case of an Incentive
Stock Option granted to a Ten Percent Shareholder) from the
date of grant, the Employee Option prior to its expiration
may be amended, with the approval of the Committee and the
employee, to extend the term so that the term as amended is
not more than ten (10) years (or five (5) years in the case
of an Incentive Stock Option granted to a Ten Percent
Shareholder) from the original date of grant of such
Employee Option.
6.4 Vesting. An Employee Option shall be exercisable
at such time or times and in such manner and number of
shares as the Committee shall determine. If no exercise
schedule is specified, an Employee Option shall be
exercisable as to one-half of the total
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number of shares
covered by the Employee Option on or after the date on which
the Optionee shall have completed one (1) year of Continuous
Employment following the date of grant of the Employee
Option and as to the remaining one-half of the total number
of shares covered by the Employee Option on or after the
date on which the Optionee shall have completed two (2)
years of Continuous Employment following the date of grant
of the Employee Option. Except as provided in the Plan,
no Employee Option may be exercised at any time unless
the holder thereof is then a regular employee of the
Corporation. Employee Options granted under the Plan shall
not be affected by any change of duties or position so long
as the holder continues to be an employee of the
Corporation.
6.5 Termination of Employment. In the event that the
employment of an employee to whom an Employee Option has
been granted under the Plan shall be terminated (other than
by reason of retirement, disability, or death) such Employee
Option may, subject to the provisions of the Plan, be
exercised, to the extent that the employee was entitled to
do so at the date of termination of his or her employment,
at any time within thirty (30) days after such termination,
but in no event after the expiration of the term of the
Employee Option.
6.6 Retirement or Disability. If an employee to whom
an Employee Option has been granted under the Plan shall
retire from the Corporation at normal retirement date
pursuant to any pension plan provided by the Corporation, or
if such retirement is earlier than the employee's normal
retirement date and such retirement is with the prior
consent of the Corporation, or if an employee is totally and
permanently disabled, such Employee Option may be exercised,
notwithstanding the provisions of Section 6.5, in full
without regard to the period of Continuous Employment after
the Employee Option was granted at any time (a) in the case
of an Incentive Stock Option within three (3) months after
such retirement or disability retirement, but in no event
after the expiration of the term of the Employee Option, or
(b) in the case of a Non-Qualified Stock Option within one
(1) year after such retirement or disability retirement, but
in no event after the expiration of the term of the Employee
Option.
6.7 Death. If an employee to whom an Employee Option
has been granted under the Plan shall die while employed by
the Corporation, such Employee Option may be exercised to
the extent that the employee was entitled to do so at the
date of his or her death, by his or her executor or
administrator or other person at the time entitled by law to
the employee's rights under the Employee Option, at any time
within such period, not exceeding one (1) year after his or
her death, as shall be prescribed in the Agreement, but in
no event after the expiration of the term of the Employee
Option.
7. Director Options.
7.1 Grant of Director Options. As of the date of each
election or reelection to the Board of Directors, commencing
on the date of approval of the Plan by the shareholders of
the Corporation, each Non-Employee Director shall
automatically be
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granted a Director Option to purchase 1,500
shares of Common Stock, subject to adjustment in accordance
with Section 15. All Director Options shall be designated
as Non-Qualified Stock Options and shall be evidenced by an
Agreement containing such terms and conditions consistent
with the Plan as the Committee shall determine.
7.2 Purchase Price. The purchase price of each share
of Common Stock covered by a Director Option shall be 100%
of the Fair Market Value of a share of Common Stock on the
date the Director Option is granted.
7.3 Term. The term of each Director Option shall be
for a period of ten (10) years from the date of grant
thereof, and shall be subject to earlier termination as
hereinafter provided.
7.4 Vesting. Each Director Option shall be
exercisable as to one-half of the total number of shares
covered by the Director Option as of the date immediately
preceding the date of the first annual meeting of
shareholders next following the date of grant and as to the
remaining one-half of the total number of shares covered by
the Director Option as of the date immediately preceding the
date of the second annual meeting of shareholders next
following the date of grant; provided, however, that the
holder thereof continues to serve as a member of the Board
of Directors as of each such date.
7.5 Termination of Service. In the event that a Non-
Employee Director's service as a member of the Board of
Directors shall be terminated (other than pursuant to
Section 7.6 or 7.7) any Director Option granted to such Non-
Employee Director may, subject to the provisions of the
Plan, be exercised, to the extent that the Non-Employee
Director was entitled to do so at the date of termination of
his or her service as a member of the Board of Directors, at
any time within thirty (30) days after such termination, but
in no event after the expiration of the term of the Director
Option.
7.6 Retirement or Disability. If a Non-Employee
Director to whom a Director Option has been granted under
the Plan shall cease to serve as a director as a result of
(a) retiring from the Board of Directors upon reaching
normal retirement age, (b) becoming totally and permanently
disabled, or (c) resigning or declining to stand for
reelection with the approval of the Board of Directors, such
Director Option may be exercised, notwithstanding the
provisions of Section 7.5, in full within one (1) year after
such retirement or disability retirement, but in no event
after the expiration of the term of the Director Option.
7.7 Death. If a Non-Employee Director to whom a
Director Option has been granted under the Plan shall die
while serving as a member of the Board of Directors, such
Director Option may be exercised to the extent that the Non-
Employee Director was entitled to do so at the date of his
or her death, by his or her executor or administrator or
other person at the time entitled by law to the Non-Employee
Director's rights under the Director Option, at any time
within one (1) year after his or her death, but in no event
after the expiration of the term of the Director Option.
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8. Terms and Conditions Applicable to All Options.
8.1 Transferability. During the lifetime of an
Optionee, an Option shall not be transferable, except
pursuant to a domestic relations order; provided, however,
that the Committee may, in its sole discretion, permit an
Optionee to transfer a Non-Qualified Stock Option to (i) a
member of the Optionee's immediate family, (ii) a trust, the
beneficiaries of which consist exclusively of members of the
Optionee's immediate family, or (iii) a partnership, the
partners of which consist exclusively of members of the
Optionee's immediate family. After the death of an
Optionee, an Option may be transferred pursuant to the laws
of descent and distribution.
8.2 Method of Exercise. An Option may be exercised by
giving written notice to the Corporation specifying the
number of shares of Common Stock to be purchased; provided
that, except as otherwise provided by the Committee, an
Option may not be exercised as to fewer than 50 shares, or
the remaining shares covered by the Option if fewer than 50,
at any one time. No Option may be exercised with respect to
a fractional share. The purchase price of the shares as to
which an Option shall be exercised shall be paid in full at
the time of exercise at the election of the holder of an
Option (a) in cash or currency of the United States of
America, (b) by tendering to the Corporation shares of
Common Stock, then owned by such holder, having a Fair
Market Value equal to the cash exercise price applicable to
the purchase price of the shares as to which the Option is
being exercised, (c) by making an election to have shares of
Common Stock underlying the Option withheld by the
Corporation (provided that the Option has been held for at
least six (6) months), with such shares having a Fair Market
Value equal to the cash exercise price applicable to the
purchase price of the shares as to which the Option is being
exercised, (d) a combination of cash, previously owned
shares of Common Stock, and/or share withholding, with any
shares of Common Stock valued at Fair Market Value, or (e)
by payment of such other consideration as the Committee
shall from time to time determine. For purposes of the
immediately preceding sentence, Fair Market Value shall be
determined as of the business day immediately preceding the
day on which the Option is exercised. Notwithstanding the
foregoing, the Committee shall have the right to modify,
amend, or cancel the provisions of clauses (b), (c), and (d)
above at any time upon prior notice to the holders of
Options.
8.3 Shareholder Rights. An Optionee shall have none
of the rights of a shareholder with respect to the shares
subject to an Option until such shares have been registered
upon the exercise of the Option on the transfer books of the
Corporation in the name of such Optionee and then only to
the extent that any restrictions imposed thereon by the
Committee shall have lapsed.
8.4 No Loans. Neither the Corporation, any company
with which it is affiliated, nor any of their respective
subsidiaries may directly or indirectly lend money to any
person for the purpose of assisting such person in acquiring
or carrying shares of Common Stock issued upon the exercise
of an Option.
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<PAGE>
8.5 Conditions Precedent to Exercise. Notwithstanding
any other provision of the Plan, but subject to the
provisions of Section 11, the exercise of an Option within
one (1) year following termination of employment or service
shall be subject to the satisfaction of the conditions
precedent that the Optionee has not (a) rendered services or
engaged directly or indirectly in any business which in the
opinion of the Committee competes with or is in conflict
with the interests of the Corporation; provided, however,
that the ownership by an Optionee of 5% or less of any class
of securities of a publicly traded company shall not be
deemed to violate this clause, or (b) violated any written
agreement with the Corporation, including, without
limitation, any confidentiality agreement. An Optionee's
violation of clause (a) or (b) of the preceding sentence
shall result in the immediate forfeiture of any Options held
by such Optionee.
8.6 Limitations on the Grant of Options. No one
individual may be granted an Option or Options under the
Plan during any fiscal year of the Corporation for an
aggregate number of shares of Common Stock which exceeds 10%
of the total number of shares reserved for issuance under
the Plan. The aggregate Fair Market Value of the Common
Stock (determined as of the date the Option is granted) with
respect to which Incentive Stock Options granted under the
Plan and all other stock option plans of the Corporation (or
any parent or subsidiary of the Corporation) are exercisable
for the first time by any specific individual during any
calendar year shall not exceed $100,000. No Incentive Stock
Option may be granted hereunder to an individual who
immediately after such Option is granted is a Ten Percent
Shareholder unless (a) the Option price is at least 110% of
the fair market value of such stock on the date of grant and
(b) the Option may not be exercised more than five (5) years
after the date of grant.
9. Stock Awards.
9.1 Grant of Stock Awards. Subject to the terms of
the Plan, the Committee may grant Stock Awards to such
employees at such time or times and in such amounts as it
shall determine. Shares of Common Stock issued pursuant to
Stock Awards may, but need not, be subject to such
restrictions as may be established by the Committee at the
time of the grant and reflected in an Agreement.
9.2 Restrictions on Stock Awards. Except as set forth
in the Plan, any shares of Common Stock subject to a Stock
Award with respect to which Stock Restrictions have not been
satisfied shall be forfeited and all rights of the employee
to such Stock Award shall terminate without any payment of
consideration by the Corporation. Except as set forth in
Section 9.5, a recipient of a Stock Award subject to Stock
Restrictions shall forfeit such award in the event of the
termination of his or her employment during the period the
shares are subject to Stock Restrictions.
9.3 Shareholder Rights. The recipient of a Stock
Award shall be entitled to such rights of a shareholder with
respect to the shares of Common Stock issued pursuant to a
Stock Award as the Committee shall determine, including the
right to vote such shares of
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<PAGE>
Common Stock, except that cash
and stock dividends with respect to such shares may, at
the discretion of the Committee, be either paid currently or
withheld by the Corporation for the Award Recipient's
account, and interest may be accrued on the amount of cash
dividends withheld at a rate and subject to such terms as
determined by the Committee.
The Committee, in its discretion, may cause a legend or
legends to be placed on any certificate representing shares
issued pursuant to Stock Awards, which legend or legends
shall make appropriate reference to the Stock Restrictions
imposed thereon. The Committee may also in its discretion
require that certificates representing shares issued
pursuant to Stock Awards remain in the physical custody of
the Corporation or an escrow holder until any or all of the
Stock Restrictions imposed under the Plan have lapsed.
9.4 Non-Transferability. Prior to the time Stock
Restrictions lapse, none of the shares of Common Stock
issued pursuant to a Stock Award may be sold, assigned,
bequeathed, transferred, pledged, hypothecated, or otherwise
disposed of in any way by the employee.
9.5 Lapse of Restrictions. In the event of the
termination of employment of an Award Recipient, prior to
the lapse of Stock Restrictions, by reason of death, total
and permanent disability, retirement, or discharge from
employment other than discharge for cause, the Committee
may, in its discretion, remove any Stock Restrictions on all
or a portion of the Common Stock subject to a Stock Award.
9.6 Limitations on Stock Awards. No employee may
receive a Stock Award representing more than Forty Thousand
(40,000) shares of Common Stock during any fiscal year of
the Corporation, and the maximum number of shares of Common
Stock which may be issued to all employees pursuant to Stock
Awards under the Plan shall be Sixty Thousand (60,000),
subject in each case to adjustment in accordance with
Section 15.
10. Performance Share Awards.
10.1 Grant of Performance Share Awards. Subject to
the terms of the Plan, the Committee may grant Performance
Share Awards to such employees at such time or times and in
such amounts as it shall determine. Common Stock issued
pursuant to a Performance Share Award shall be subject to
the attainment of performance goals relating to one or more
criteria within the meaning of Section 162(m) of the Code
and the Treasury Regulations issued pursuant thereto,
including, without limitation, stock price, market share,
sales, earnings per share, return on equity, costs, and cash
flow, as determined by the Committee from time to time. Any
such objectives and the period in which such objectives are
to be met will be determined by the Committee at the time of
the grant and reflected in an Agreement. Each Performance
Share Award shall also be subject to such other restrictions
as the Committee may determine.
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<PAGE>
10.2 Delivery of Performance Shares. Certificates
representing Performance Shares shall be registered in the
Award Recipient's name but shall remain in the physical
custody of the Corporation until the Committee has
determined that the performance goals and other Stock
Restrictions with respect to such Performance Shares have
been met.
10.3 Shareholder Rights. The recipient of a
Performance Share Award shall be entitled to such rights of
a shareholder with respect to the Performance Shares as the
Committee shall determine, including the right to vote such
shares of Common Stock, except that cash and stock dividends
with respect to the Performance Shares may, at the
discretion of the Committee, be either paid currently or
withheld by the Corporation for the Award Recipient's
account, and interest may be accrued on the amount of cash
dividends withheld at a rate and subject to such terms as
determined by the Committee.
10.4 Non-Transferability. Prior to the time shares of
Common Stock issued pursuant to a Performance Share Award
are delivered to an Award Recipient, none of such shares may
be sold, assigned, bequeathed, transferred, pledged,
hypothecated, or otherwise disposed of in any way by the
employee.
10.5 Lapse of Restrictions. In the event of the
termination of employment of an Award Recipient, prior to
the lapse of Stock Restrictions, by reason of death, total
and permanent disability, retirement, or discharge from
employment other than discharge for cause, the Committee
may, at its sole and absolute discretion, remove any Stock
Restrictions on all or a portion of a Performance Share
Award, or determine the performance objectives with respect
to all or a portion of a Performance Share Award to have
been attained; provided, however, that the Committee shall
not be entitled to exercise such discretion to the extent
that the ability to exercise such discretion would cause the
Performance Share Award not to qualify as performance based
compensation under Section 162(m) of the Code.
10.6 Limitations on Performance Share Awards. No
employee may receive Performance Share Awards representing
more than One Hundred Thousand (100,000) shares of Common
Stock during any fiscal year of the Corporation, and the
maximum number of shares of Common Stock which may be issued
to all employees pursuant to Performance Share Awards under
the Plan shall be Three Hundred Thousand (300,000), subject
in each case to adjustment in accordance with Section 15.
11. Acceleration Upon a Change of Control.
Notwithstanding any other provision of the Plan or any
Option or Award granted hereunder, (a) any Option granted
hereunder and then outstanding shall become immediately
exercisable in full, (b) all Stock Restrictions shall
immediately terminate, and (c) all performance objectives
applicable to any Performance Share Award shall be deemed
attained (i) in the event that a tender offer or exchange
offer (other than an offer by the Corporation) for the
Common Stock is made by any "person" within the meaning of
Section 14(d) of the Act and not withdrawn within ten (10)
days after the
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commencement thereof; provided, however, that
the Committee may by action taken prior to the end of such
ten (10) day period extend such ten (10) day period for up
to a period of ninety (90) days after the commencement of
such tender offer or exchange offer; and, provided further,
that the Committee may by further action taken prior to the
end of such extended period declare (a) all Options granted
hereunder and then outstanding to be immediately exercisable
in full, (b) all Stock Restrictions to be immediately
terminated, and (c) all performance objectives applicable to
any Performance Share Award to be deemed attained, or (ii)
in the event of a Change in Control (as hereinafter
defined).
For purposes of this Section 11, a "Change in Control"
means an event that would be required to be reported
(assuming such event has not been "previously reported") in
response to Item 1(a) of the Current Report on Form 8-K, as
in effect on the effective date of the Plan, pursuant to
Section 13 or 15(d) of the Act; provided, however, that,
without limitation, such a Change in Control shall be deemed
to have occurred at such time as (a) any "person" within the
meaning of Section 14(d) of the Act becomes the "beneficial
owner" as defined in Rule 13d-3 thereunder, directly or
indirectly, of more than 25% of the Common Stock, (b) during
any two-year period, individuals who constitute the Board of
Directors (the "Incumbent Board") as of the beginning of the
period cease for any reason to constitute at least a
majority thereof, provided that any person becoming a
director during such period whose election or nomination for
election by the Corporation's shareholders was approved by a
vote of at least three-quarters of the Incumbent Board
(either by a specific vote or by approval of the proxy
statement of the Corporation in which such person is named
as a nominee for director without objection to such
nomination) shall be, for purposes of this clause (b),
considered as though such person were a member of the
Incumbent Board, or (c) the approval by the Corporation's
shareholders of the sale of all or substantially all of the
stock or assets of the Corporation. The Committee may adopt
such procedures as to notice and exercise as may be
necessary to effectuate the acceleration of the
exercisability of Options, termination of Stock
Restrictions, and attainment of performance objectives as
described above.
12. Share Withholding.
With respect to any Option or Award, the Committee may,
in its discretion and subject to such rules as the Committee
may adopt, permit or require any Optionee or Award Recipient
to satisfy, in whole or in part, any withholding tax
obligation which may arise in connection with an Option or
Award by electing to have the Corporation withhold Common
Stock having a Fair Market Value (as of the date the amount
of withholding tax is determined) equal to the amount of
withholding tax.
13. No Right to Continued Employment.
Nothing contained in the Plan or in any Option or Award
granted or Agreement entered into pursuant to the Plan shall
confer upon any employee the right to continue in the employ
of the Corporation or any Non-Employee Director to continue
as a member of
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the Board of Directors or interfere with the
right of the Corporation to terminate such employee's
employment or Non-Employee Director's service at any time.
14. Time of Granting Options and Awards.
Nothing contained in the Plan or in any resolution
adopted by the Board of Directors or the holders of Common
Stock shall constitute the grant of any Option or Award
hereunder. An Option or Award under the Plan shall be
deemed to have been granted on the date on which the name of
the recipient and the terms of the Option or Award are set
forth in an Agreement and delivered to the recipient, unless
otherwise provided in the Agreement.
15. Adjustments Upon Changes in Capitalization.
Notwithstanding any other provision of the Plan, in the
event of changes in the outstanding Common Stock by reason
of stock dividends, stock splits, recapitalizations,
combinations or exchanges of shares, corporate separations
or divisions (including, but not limited to, split-ups,
split-offs, or spin-offs), reorganizations (including, but
not limited to, mergers or consolidations), liquidations, or
other similar events, the aggregate number and class of
shares available under the Plan, the number of shares
subject to Director Options, the maximum number of shares
that may be subject to Options and Awards, and the terms of
any outstanding Options or Awards (including, without
limitation, the number of shares subject to an outstanding
Option or Award and the price at which shares of Common
Stock may be issued pursuant to an outstanding Option) shall
be adjusted in such manner as the Committee in its
discretion deems appropriate.
16. Termination and Amendment of the Plan.
Unless the Plan shall have been terminated as
hereinafter provided, no Option or Award shall be granted
hereunder after October 31, 1998. The Board of Directors
may at any time prior to that date terminate the Plan or
make such modification or amendment to the Plan as it shall
deem advisable; provided, however, that no amendment may be
made without the approval by the holders of Common Stock
(except as provided by Section 15 hereof) which would (a)
increase the aggregate number of shares of Common Stock
which may be issued under the Plan, or (b) materially modify
the requirements as to eligibility for participation in the
Plan. No termination, modification, or amendment of the
Plan may, without the consent of an Optionee or Award
Recipient, adversely affect in any material manner the
rights of such Optionee or Award Recipient under any Option
or Award.
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17. Amendment of Employee Options and Awards at
the Discretion of the Committee.
The terms of any outstanding Employee Option or Award
may be amended from time to time by the Committee in its
discretion in any manner that it deems appropriate,
including, without limitation, acceleration of the date of
exercise of any Employee Option or Award, termination of
Stock Restrictions as to any Award, or the conversion of an
Incentive Stock Option into a Non-Qualified Stock Option;
provided, however, that no such amendment shall adversely
affect in any material manner any right of any Optionee or
Award Recipient under the Plan without his or her consent;
and, provided further, that the Committee shall not (a)
amend any previously-issued Performance Share Award to the
extent that such amendment would cause such Performance
Share Award not to qualify as performance based compensation
under Section 162(m) of the Code or (b) amend any previously-
issued Employee Option to reduce the purchase price thereof
whether by modification of the Employee Option or by
cancellation of the Employee Option in consideration of the
immediate issuance of a replacement Employee Option bearing
a reduced purchase price.
18. Government Regulations.
The Plan and the grant and exercise of Options and
Awards hereunder, and the obligation of the Corporation to
issue, sell and deliver shares, as applicable, under such
Options and Awards, shall be subject to all applicable laws,
rules, and regulations.
Notwithstanding any other provision of the Plan,
transactions under the Plan are intended to comply with the
applicable exemptions under Rule 16b-3 under the Act as to
persons subject to the reporting requirements of Section
16(a) of the Act with respect to shares of Common Stock, and
Options and Awards under the Plan shall be fashioned and
administered in a manner consistent with the conditions
applicable under Rule 16b-3.
19. Options and Awards in Foreign Countries.
The Committee shall have the authority and discretion
to adopt such modifications, procedures, and subplans as it
shall deem necessary or desirable to comply with the
provisions of the laws of foreign countries in which the
Corporation may operate in order to assure the viability of
the benefits of the Options and Awards made to individuals
employed in such countries and to meet the objectives of the
Plan.
20. Governing Law.
The Plan shall be construed, regulated, and
administered under the internal laws of the State of
Connecticut.
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21. Shareholder Approval.
The Plan shall become effective upon the date of
adoption by the Board of Directors, subject to approval by
the affirmative vote of the holders of a majority of all
outstanding shares of Common Stock entitled to vote thereon.
Unless so approved within one (1) year after the date of the
adoption of the Plan by the Board of Directors, the Plan
shall not be effective for any purpose. Prior to approval
by the Corporation's shareholders, the Committee may grant
Options and Awards under the terms of the Plan, but if
shareholder approval is not obtained in the specified
period, such Options and Awards shall be of no effect.
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