SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PIONEER HI-BRED INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0470520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Capital Square, 400 Locust Street, Des Moines, IA 50309
(Address of Principal Executive Offices) (Zip Code)
PIONEER HI-BRED INTERNATIONAL INC.
STOCK OPTION PLAN
(Full title of the Plan)
Susan Griggs
700 Capital Square, 400 Locust Street
Des Moines, IA 50309
(515) 248-4820
(Name and address of agent for service)
(Telephone number, including area code,
name of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Maximum Maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered registered (1) share offering price registration fee
<S> <C> <C> <C> <C>
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Common Stock
Par value $1 973,000 $43.125 (2) $41,960,625 $14,469.18
Common Stock
Par value $1 2,027,000 $51.1875(3) $103,757,062.5 $35,778.30
Total Fee $50,247.48
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<FN>
(1) There is also being registered hereunder such additional undetermined number
of shares of Common Stock which may be issued from time to time as a result
of the anti-dulution provisions of the Plans.
(2) Exercise price of options that have been granted.
(3) Estimated solely for purposes of calculation of the registration fee
pursuant to Rule 457(h) and based on the average of the high and low sales
prices of the Common Stock of Pioneer Hi-Bred International, Inc. as
reported on July 19, 1996 on the New York Stock Exchange.
</FN>
</TABLE>
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Pioneer Hi-Bred
International Inc., (the "Company" or "Registrant") relating to shares of the
common stock, par value $1 (the "Common Stock"), issuable to eligible employees,
officers and directors of the Company and its subsidiaries pursuant to awards
granted under the Company's Stock Option Plan.
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information. *
*Information required by Part 1 of Form S-8 to be contained in
the Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(i) The Company's latest annual report on Form 10K, for the
fiscal year ended August 31, 1995, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934;
(ii) The Company's Quarterly Reports on Form 10-Q for the
quarters ended November 30, 1995, February 29, 1996 and May 31, 1996;
(iii) 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 report referred to in (i) above;
(iv) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, dated October 19,
1995, (Registration Statement No. 95581557), including any amendment or
report filed for the purpose of updating such description; and
(v) The description of the Common Share Purchase Rights attached
to Common Stock contained in the Company's Registration Statement on
Form 8-A (Registration Statement No. 95581558), dated October 19, 1995,
including any amendment or report filed for purposes of updating such
description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") subsequent to the date of this Registration Statement and Prior
to the filing of a post-effective amendment hereto which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Iowa Business Corporation Act. The Company is subject to the Iowa Business
Corporation Act (the "Act") which provides for or permits indemnification of
Directors and officers in certain situations. Unless limited by its Articles of
Incorporation, indemnification is mandatory for a Director or an officer (not an
employee) who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which the Director or officer was a party because such
person is or was a Director or officer of the corporation against reasonable
expenses incurred by the Director or officer in connection with the proceeding.
In addition, unless the Articles of Incorporation provide otherwise, a Director
or officer may apply for limited court ordered indemnification if certain
standards are met.
The Act by its terms expressly permits indemnification where a Director,
officer, employee or agent acted in good faith and in a manner such person
reasonably believed to be in (if acting in its official capacity), or not
opposed to, the Company's best interests, and, in a criminal action, if such
person had no reasonable cause to believe that his or her conduct was unlawful.
No indemnification is permitted in connection with a proceeding by or in the
right of a corporation in which the person was adjudged liable to the
corporation or in connection with any other proceeding charging improper
personal benefit to the Director, whether or not involving action in an official
capacity, in which the person was adjudged liable on the basis that personal
benefit was improperly received.
The Act also permits advancement of expenses to a Director, officer, employees
or agents upon 1) receipt of an undertaking by such to repay all amounts
advanced if it shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation; 2) the person furnishes the corporation a
written affirmation of the person's good faith belief he or she has met the
applicable standard or conduct; or 3) determination is made that the facts then
known to those making the determination would not preclude indemnification.
Generally, the above provisions of the Act are permissive in nature. The only
indemnification requirement imposed by the Act is that, unless limited by its
Articles of Incorporation, a company must indemnify a Director or officer
against reasonable expenses incurred in connection with the wholly successful
defense of a proceeding.
The Act specifically provides that, subject to certain limitations, its terms
shall not be deemed exclusive of any other right to indemnification to which a
Director or officer may be entitled under a corporation's Articles of
Incorporation or Bylaws, or any agreement, vote of shareholders or disinterested
Directors, or otherwise. However, indemnification cannot be provided in the case
of 1) breach of the director's duty of loyalty to the corporation or
shareholders; 2) an act or omission not in good faith; 3) an intentional
misconduct; 4) a knowing violation of the law; 5) a transaction from which the
person seeking indemnification derives an improper personal benefit; 6)
liability for certain unlawful distributions; and 7) the person being adjudged
liable to the corporation in a proceeding by or in the right of the corporation.
Indemnification by or in the right of the corporation is limited to reasonable
expenses in connection with the proceeding.
THE ABOVE IS A SUMMARY OF THE ACT WHICH SHOULD BE READ AND REVIEWED CAREFULLY
Bylaws. Under the Bylaws and Indemnification Agreements, officers, Directors and
employees will be indemnified to the fullest extent permitted by law. Under
current Iowa law, indemnification is generally not permitted in the
circumstances set forth in the last full paragraph of the section titled "Iowa
Business Corporation Act ."
The key terms of the Bylaw provision are the following:
a) The Company is required to indemnify officers, directors and employees
for expenses and liabilities by reason of the fact that such person is
or was a director, officer or employee of the Company or while a
director, officer or employee of the Company was serving for another
entity at the request or with approval of the Company to the fullest
extent permitted by law as the law exists or may thereafter be amended
(but only to the extent greater protection is permitted). The
provision does limit indemnification for proceedings initiated by the
indemnitee, except with Company consent, to enforce the
indemnification provision;
b) Mandatory expense advancement is provided upon a promise to repay if
it is later determined that the person was not entitled to
indemnification;
c) The following make determinations as to whether the applicable
standard was met: 1) the board of directors by majority vote of a
quorum consisting of directors not at the time parties to the
proceeding , 2) if a quorum cannot be obtained, a committee duly
designated by the board of directors, in which designation directors
who are parties may participate, consisting solely of two or more
directors not at the time parties to the proceeding, 3) special legal
counsel or 4) the shareholders;
d) Partial indemnification is provided if some but not all liabilities
and expenses are entitled to indemnification;
e) Company consent to settlement is required;
f) An individual may bring suit to enforce the Bylaw provisions if they
are not paid within 60 days after a written claim;
g) The rights under the Bylaws are nonexclusive of other rights to
indemnification;
h) The Company is authorized to set up trusts for payment of
indemnification (the Company does not currently anticipate setting up
such a trust);
i) The Company is authorized to provide insurance (the Company currently
has insurance);
j) The right to indemnification is contractual and cannot be amended
retroactively;
k) Indemnification is provided for suits to enforce the contractual
rights;
l) The Company is provided subrogation rights;
m) The potential indemnitee must provide notice of proceedings;
n) The Company is entitled to participate in any suit or to assume the
defenses of the indemnitees, with counsel reasonably satisfactory to
the indemnitee. Indemnitee shall have the right to employ its own
counsel. After the Company assumes defense, fees and expenses of such
counsel will be at the expense of the indemnitee unless 1) authorized
by the Company; 2) the Company has not employed counsel or cannot in
good faith without conflict assume the defense of indemnitee; or 3)
the counsel selected by the Company does not in fact assume the
defense;
o) The Company may, by Board of Directors resolution, provide
indemnification to officers, directors or employees of other entities
not otherwise provided indemnification by the Bylaws. The Company is
reviewing which officers, directors and employees of its affiliates it
may want to provide indemnification protection;
p) Indemnification and advancements are provided to an indemnitee for
serving as a witness; and
q) Directors, officers or employees are provided the protection stated
above for serving employee benefit plans.
Indemnification Agreements. The Indemnification Agreements are intended to
supplement the indemnification provisions of the Bylaws in order to attract and
retain qualified Directors and officers.
The terms of the Indemnification Agreements closely parallel the Bylaws. The
Indemnification Agreements require indemnification of and advancement of
expenses for Directors and officers to the fullest extent allowed by law as now
exist or may be amended, but only to any extent greater protection is provided.
The Indemnification Agreements also set forth a number of procedural and
substantive matters which presently are not covered or are covered in less
detail in the Bylaws, including the following:
First, each Indemnification Agreement requires that, at the time of any Change
in Control, as defined in the Indemnification Agreement, the Company will obtain
at its expense and maintain for the duration of the Indemnification Agreement an
irrevocable standby letter of credit in the amount of $1,000,000 or more in
favor of each person covered by an agreement to secure the obligations of the
Company under the Indemnification Agreement. A person covered by an
Indemnification Agreement could draw upon the letter of credit any time after he
or she makes a demand upon the Company for payment of a claim for
indemnification which is not subsequently paid by the Company. Each letter of
credit would provide a person covered by an Indemnification Agreement with the
assurance that, notwithstanding the inability of the Company or unwillingness of
a new Board of Directors to pay for indemnification under the Indemnification
Agreement, the person will have a minimum amount of protection from liability.
Second, the Indemnification Agreements establish a presumption that a person
covered by an Indemnification Agreement has met the applicable standard of
conduct required for indemnification, and the Company has the burden of proof
(by clear and convincing evidence) to overcome such presumption in reaching any
contrary determination. The termination of any claim, issue or matter does not
adversely affect the right to indemnification or create a presumption that the
person did not act in good faith. Reliance on certain information is deemed to
be in good faith and knowledge and actions of others is not imputed to the
indemnitee. The right of a person covered by an Indemnification Agreement to
indemnification under the Indemnification Agreement will be determined by a
forum selected by such persons consisting of either: (i) disinterested members
of the Board of Directors; (ii) independent legal counsel; or (iii) a panel of
three arbitrators. If the Company does not submit the claim to a selected forum
within 30 days after notice thereof or if the selected forum fails to reach a
decision within 30 days, the person covered by an Indemnification Agreement is
automatically deemed to be entitled to indemnification under the Indemnification
Agreement.
Third, the Indemnification Agreement does not terminate until the later of 10
years after the person ceases to serve in a capacity covered under the
Indemnification Agreement or termination of all proceedings in respect to which
the officer or director is granted the right of indemnification.
Fourth, the Indemnification Agreement explicitly states that all dismissals,
with or without prejudice, shall be deemed successful defenses if there is no
finding indemnitee did not act in good faith.
Fifth, the Indemnification Agreement obligates the Company to use reasonable
efforts to purchase and maintain insurance.
Sixth, the Indemnification Agreement prevents suits by or on behalf of the
Company against the Indemnitee two years after the person ceases to be a
director or officer or serve for the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Pioneer Hi-Bred International, Inc. Stock Option Plan.
4.2 Articles of Incorporation of the Company, as amended, as
presently in effect.
4.3 Bylaws of the Company, as amended, as presently in effect.
4.4 Amended and Restated Rights Agreement dated December 13, 1994
(incorporated by reference to Exhibit 1 to the Company's Form
8A/A-1 dated March 14, 1995, file No. 95520632).
4.5 Specimen of the Company's Common Stock Certificate.
5.1 Opinion of Legal Counsel (relating to legality of securities
being registered).
23.1 Consent of Independent Auditors.
23.2 Consent of Legal Counsel (included in Exhibit 5.1 hereto).
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;
(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 to such information in the Registration
Statement; provided, however, that paragraphs (a) (1) (i) and (a) (1)
(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs in contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. 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 requirement 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 Des Moines, State of Iowa on the 26
day of July, 1996.
PIONEER HI-BRED INTERNATIONAL, INC.
Registrant
By:____________________________________
Jerry L. Chicoine
Senior Vice President
Chief Financial Officer & Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
____________________________ President
Charles S. Johnson and Chief Executive
Officer/Director 7/26/96
____________________________ Senior Vice President
Jerry L. Chicoine and Chief Financial Officer 7/26/96
____________________________ Vice President
Brian G. Hart and Corporate Controller
____________________________ Director
Thomas N. Urban
____________________________ Director
Dr. Owen J. Newlin
____________________________ Director
Nancy Y. Bekavac
____________________________ Director
C. Robert Brenton
____________________________ Director
Dr. Pedro M. Cuatrecasas
____________________________ Director
Dr. Ray A. Goldberg
____________________________ Director
Fred S. Hubbell
____________________________ Director
Luiz Kaufmann
____________________________ Director
Dr. F. Warren McFarlan
____________________________ Director
Dr. Virginia Walbot
____________________________ Director
H. Scott Wallace
____________________________ Director
Fred W. Weitz
____________________________ Director
Herman H.F. Wijffels
PIONEER HI-BRED INTERNATIONAL, INC.
STOCK OPTION PLAN
1. Establishment of the Plan.
a) The Company hereby establishes the Pioneer Hi-Bred International, Inc.
Stock Option Plan (the "Plan").
b) Purpose.
The intent of the Plan is to assure that executives and other key
employees have a concrete interest in the long-term success of the
Company and to give such employees the long-term perspective required
in an industry which takes several years to develop a product, and to
align the interest of such employees with the long-term interests of
shareholders.
2. Definitions.
a) "Board" means the Board of Directors of Pioneer Hi-Bred International,
Inc.
b) "Change in Control" means (i) the acquisition, whether directly,
indirectly, beneficially (within the meaning of Rule 13d-3 of the
Securities and Exchange Act of 1934, as amended (the "1934 Act")), or
of record, of securities of Pioneer Hi-Bred International, Inc.
representing twenty-five percent (25%) or more in number of any class
of its then outstanding voting securities by any "person" (within the
meaning of Sections 13(d) and 14(d)(2) of the 1934 Act), including any
corporation or group of associated persons acting in concert, other
than (A) the Corporation and/or (B) any employee pension benefit plan
(within the meaning of Section 3(2) of the Employee Retirement Income
Security Act of 1974, as amended) of the Corporation, including a
trust established pursuant to any such plan, or (ii) the nomination
and election of twenty-five percent (25%) or more of the members of
the Board of the Corporation without recommendation of such Board. The
ownership of record of 25% or more in number of any class of the then
outstanding voting securities of the Corporation by a person engaged
in the business of acting as nominee for unrelated beneficial owners
shall not in and of itself be deemed to constitute a Change in
Control.
c) "Committee" means the Compensation Committee of the Board of Directors
of the Company or any successor committee.
d) "Company" means Pioneer Hi-Bred International, Inc., an Iowa
Corporation and any division, subsidiary or affiliate thereof.
e) "Competition" shall mean (i) engaging, directly or indirectly, whether
as an employee, independent contractor, consultant, or otherwise, in a
business similar to the business of the Company, and/or (ii) owning,
managing, operating, controlling, being employed by or having a
financial interest in, or being connected in any manner with, the
ownership, management, operation, or conduct of any such similar
business, provided that mere ownership (directly, indirectly or
beneficially) of the stock of a corporation representing less than
five percent (5%) of such corporation's outstanding stock shall not be
considered competition.
f) "Early Retirement" means retirement of a Participant, who remains in
the employ of the Company until his retirement on or after age
fifty-five (55) but prior to age sixty-five (65). Notwithstanding the
prior sentence, the Participant must complete five (5) years of full
time service with the Company before such retirement.
g) "Fair Market Value" of a share of Common Stock of the Company shall
mean, with respect to the date in question, either (x) the average of
the highest and lowest officially-quoted selling prices on such
exchange or (y) the closing sale price of such stock, as selected by
the Committee; or if the Company's Common Stock is not quoted by
NASDAQ, traded on such an exchange, or otherwise traded publicly, the
value determined, in good faith, by the Committee.
h) "Normal Retirement" means retirement by a Participant who remains in
the employ of the Company until age 65 or any time on or after the
Participant attains age 65.
i) "Option" means an option granted under this Plan
j) "Participant" means an employee who is eligible to participate in this
plan under Section 4.
k) "Plan" means the Pioneer Hi-Bred International, Inc. Stock Option Plan
as amended from time to time.
l) "Shares" means the Common Stock, $1 par value, of Pioneer Hi-Bred
International, Inc.
m) "Termination for Cause" means termination as determined by the
Committee, except after a Change in Control, "Termination for Cause"
shall mean the termination of employment of a Participant as a direct
result of an act or acts of dishonesty, constituting a felony under
the laws of the United States or the State of Iowa and resulting or
intended to result directly or indirectly in gain or personal
enrichment at the expense of the Company. An act or acts of dishonesty
constituting a felony will be deemed to occur only if the act or acts
constituting the felony are established either by (a) the specific
admission of the Participant or (b) a final nonappealable judgment of
a court of competent jurisdiction.
3. Administration.
a) Administration. The Plan shall be administered by the Committee. The
Committee shall have authority to make all determinations required
under the Plan, to interpret the Plan, to decide questions of facts
arising under the Plan, to formulate rules and regulations covering
the operation of the Plan and to make all other determinations
necessary or desirable in the administration of the Plan. The
decisions of the Committee on any questions concerning or involving
the interpretation or administration of the Plan shall be final and
conclusive.
b) Delegation of Authority. The Committee may delegate, to the extent
allowed by law, to any officer of the Company its duties under the
Plan pursuant to such conditions or limitations as the Committee may
establish, except that only the Committee may select, and grant
Options to, Participants who are subject to Section 16 of the
Securities Exchange Act of 1934.
4. Participation.
Participation in the Plan shall be limited to executive officers and those
other key employees of the Company and its subsidiaries selected by the
Committee.
Directors who are officers of the Company shall be eligible to participate
in the Plan. No director who is not an officer of the Company and no member
of the Committee shall be eligible to participate in the Plan.
5. Grants.
The Committee may from time to time grant to Participants Options for
such number of Shares as the Committee shall determine in its sole
discretion (such individuals to whom grants are made being herein called
"Optionees"). The Options granted shall take such form as the Committee
shall determine, subject to the following terms and conditions.
a) Price. The price per share deliverable upon the exercise of each
Option ("exercise price") shall not be less than 100% of the Fair
Market Value of the Shares on the date the option is granted.
b) Exercise. Options may be exercised in whole or in part upon payment of
the exercise price of the Shares to be acquired. Payment shall be made
in cash or, in the discretion of the Committee, in shares previously
acquired by the Participant and held by the Participant for at least
six months or a combination of cash and such shares of Common Stock.
The Fair Market Value of shares of Common Stock tendered on exercise
of Options shall be determined on the date of exercise.
c) Exercise Through a Broker. Options may be exercised in whole or in
part upon delivery (including by fax) to the Company of an irrevocable
written notice of exercise with irrevocable instructions to a
broker-dealer to sell (or margin) some or all of the Shares and
deliver sale (or margin loan) proceeds directly to the Company to pay
the exercise price and withholding taxes. The date on which such
notice is received by the Company shall be the date of exercise of the
option, provided that within three business days of the delivery of
such notice the funds to pay for exercise of the option are delivered
to the Company by a broker acting on behalf of the Optionee either in
connection with the sale of the shares underlying the option or in
connection with the making of a margin loan to the Optionee to enable
payment of the exercise price of the option. In connection with the
foregoing, the Company will provide a copy of the notice and
instructions to the aforesaid broker upon receipt by the Company of
such notice and will deliver to such broker, within three business
days of the delivery of such notice to the Company, a certificate or
certificates (as requested by the broker) representing the number of
shares underlying the option that have been sold by such broker for
the Optionee.
d) Terms of Options. The term during which each option may be exercised
shall be determined by the Committee, but in no event shall an option
be exercisable in whole or in part in less than one year unless
accelerated as set forth herein or, more than ten years and one day
from the date it is granted.
All rights to purchase shares pursuant to an option shall, unless
sooner terminated, expire at the date designated by the Committee. The
Committee shall determine the date on which each option shall become
exercisable and may provide that an option shall become exercisable in
installments. The shares constituting each installment may be
purchased in whole or in part at any time after such installment
becomes exercisable, subject to such minimum exercise requirement as
is designated by the Committee. The Committee may accelerate the time
at which any option may be exercised in whole or in part. The Optionee
shall not be entitled to any voting rights on any stock represented by
outstanding Options.
e) Termination of Employment; Change in Control. If an Optionee ceases to
be an employee of the Company due to Normal Retirement, death or total
and permanent disability, a) each of the Optionee's unvested and
unexpired Options shall become fully vested, and b) each of the
Optionee's exercisable Options (including those Options vested in
clause a of this paragraph) shall only remain exercisable for, and
shall otherwise terminate at the end of, a period of one year or for
such other period as the Committee determines in its sole discretion
from the date of termination of employment. Notwithstanding the above,
an Option shall not be exercisable after its expiration date
established pursuant to section 5d.
If an Optionee ceases to be an employee of the Company upon the
occurrence of his or her Early Retirement, a) the Committee in its
sole discretion may vest all or a portion of the Optionee's options,
b) each of the Optionee's exercisable Options vested in clause a of
this paragraph shall only remain exercisable for, and shall otherwise
terminate at the end of, a period determined by the Committee in its
sole discretion, and b) each of the Optionee's exercisable Options
(excluding those Options vested in clause a of this paragraph) shall
only remain exercisable for, and shall otherwise terminate at the end
of a period of one year or for such other period as the Committee
determines in its sole discretion after the date of Early Retirement.
Notwithstanding the above, an Option shall not be exercisable after
its expiration date established pursuant to section 5d.
If an Optionee ceases to be an employee of the Company due to
Termination for Cause (including after a Change in Control), each of
the Optionee's Options (including both vested and unvested options)
shall be forfeited.
If an Optionee ceases to be a full time employee of the Company for
any reason other than death, Disability, Normal or Early Retirement or
Termination for Cause, each of the Optionee's then exercisable Options
shall only remain exercisable for, and shall otherwise terminate at
the end of, a period of 90 days or for such other period as the
Committee determines in its sole discretion after the date of
termination of employment. Notwithstanding the above, an Option shall
not be exercisable after its expiration date established pursuant to
section 5d. All of Optionee's Options that were not exercisable on the
date of such termination shall be forfeited.
Notwithstanding anything to the contrary herein, if a participant
ceases to be a full time employee of the Company or any subsidiary,
for any reason other than Termination for Cause, the Committee at its
sole discretion a) may accelerate the vesting of any unvested Option
so that it will become fully vested and exercisable as of the date of
such participant's termination of employment and b) may establish a
period for which any exercisable Option (including those Options
vested in clause a of this paragraph) shall remain exercisable.
Notwithstanding the above, an Option shall not be exercisable after
its expiration date established pursuant to section 5d.
If there is a Change in Control of the Company, there will be an
automatic acceleration of the vesting of any outstanding Option so
that it will become fully vested and exercisable upon the Change in
Control and except only for Termination for Cause or engaging in
Competition, shall remain exercisable until its expiration date
established pursuant to section 5d.
f) Competition. Notwithstanding the above, unless an Optionee receives
written consent to do so from the Company, if the Optionee engages in
Competition each of the Optionee's Options (including both vested and
unvested options) shall be forfeited. Such consent must explicitly
refer to the Optionee's stock Options to be effective
g) Maximum. The maximum number of shares with respect to which stock
options may be granted to any single individual in any period covering
five consecutive Plan Years shall not exceed 500,000 shares.
6. Shares Available for the Plan.
a) Number. Subject to adjustments as provided in Section 8, the total
number of Shares that may be issued pursuant to the Plan shall not
exceed 3,000,000. These Shares may consist, in whole or in part, of
authorized but unissued shares or shares reacquired by the Company
including, without limitation, Shares purchased in the open market,
and not reserved for any other purpose.
b) Reacquired Shares. If, at any time, any Option expires or terminates
unexercised or fails to vest, such unpurchased Shares shall thereafter
be available for further grants under the Plan.
7. Written Agreement.
Each employee to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions,
consistent with the provisions of the Plan, as may be established by the
Committee.
8. Adjustments.
In the event of any change in the outstanding shares of stock of the
Corporation by reason of a stock dividend, stock split,
recapitalization, merger, consolidation, combination, or exchange of
shares or other similar corporate change, the Committee in its sole
discretion shall make such adjustments as it deems appropriate in the
aggregate number and kind of shares issuable under the Plan, in the
number and kind of shares covered by grants made under the Plan, and in
the exercise price of outstanding Options, and such determination shall
be conclusive. In the event of any liquidation, dissolution, merger,
consolidation or other reorganization ("Transaction"), the Options shall
continue in effect in accordance with their respective terms, except
that following a Transaction each Optionee shall be entitled to receive
in respect of each Share subject to any outstanding Options, as the case
may be, upon exercise of any Option, the same number and kind of stock,
securities, cash, property, or other consideration that each holder of a
Share was entitled to receive in the Transaction in respect of a Share.
After the Distribution Date as defined in the Rights Agreement between
Pioneer Hi-Bred International Inc. and the First National Bank of Boston
as Rights Agent, the Committee will make adjustments to avoid the
dilutive impact of the exercise of rights or the exchange of rights
pursuant to such agreement.
9. Withholding of Taxes.
The Company may require, as a condition to any grant under the Plan or
to the delivery of certificates for shares issued hereunder, that the
grantee pay to the Company, in cash, any federal, state or local taxes
of any kind required by law to be withheld with respect to any grant,
vesting, exercise or any delivery of shares or Options. The Committee,
in its sole discretion, may permit Participants to pay such taxes
through a) the withholding of shares otherwise deliverable to such
Participant in connection with the exercise of the Option, b) the
delivery to the Company of Shares otherwise acquired by the participant,
or c) through the brokerage exercise feature described in Section 5(c).
The Shares withheld by the Company or Shares tendered to the Company for
satisfaction of tax withholding obligations under this section shall be
valued in the same manner as used in computing the withholding taxes
under applicable law. The Company, to the extent permitted or required
by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a Participant any federal,
state or local taxes of any kind required by law to be withheld with
respect to any grant, or vesting of Options under the Plan or delivery
of shares, or to retain or sell without notice a sufficient number of
the Shares to be issued to such Participant to cover any such taxes,
provided that the Company shall not sell any such shares if such sale
would be considered a sale by such Participant for purposes of Section
16 of the Exchange Act.
10. Listing and Registration.
If the Committee determines that the listing, registration, or
qualification upon any securities exchange or under any law of shares
subject to any Option is necessary or desirable as a condition of, or in
connection with, the granting of same or the issue or purchase of shares
thereunder, no such Option may be exercised in whole or in part unless
such listing, registration or qualification is effected free of any
conditions not acceptable to the Committee.
11. Transfer of Employee and Leaves of Absence.
Transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, and from one Subsidiary to another shall not
be considered a termination of employment. Nor shall it be considered a
termination of employment if an employee is placed on military or sick
leave or such other leave of absence which is considered as continuing
intact the employment relationship; in such a case, the employment
relationship shall be continued until the date when an employee's right
to reemployment shall no longer be guaranteed either by law or by
contract.
12. Duration of the Plan.
The date of commencement of the Plan shall be September 1, 1995. The
Plan shall continue until terminated by the Board. Any Options granted
prior to shareholder approval may not be exercised until, and will be
void unless, shareholder approval is obtained as required by applicable
laws.
13. Amendment and Termination of the Plan.
a) Amendment. This Plan may be amended by the Board, without shareholder
approval except as otherwise required by the law.
b) Termination. The Company reserves the right to terminate the Plan at
any time by action of the Board.
c) Existing Options. Neither amendment nor termination of this Plan shall
affect any outstanding Options. However, with the consent of the
grantee affected thereby, the Committee may amend or modify the grant
of any outstanding Option in any manner to the extent that the
Committee would have had the authority to make such grant as so
modified or amended, including without limitation to change the date
or dates as of which an option becomes exercisable without limitation.
14. Provisions Applicable Solely to Insiders.
Persons subject to Section 16 of the Securities and Exchange Act of
1934, as amended ("Section 16") with respect to securities of the
Company, may have to comply with additional rules imposed by the Company
to ensure compliance with Section 16.
15. Miscellaneous
a) No Contract of Employment. Nothing in this Plan shall be construed as
a contract of employment between the Company and any Participant.
Nothing in this Plan shall be deemed to constitute a contract for
services between the Company and a Participant, and nothing contained
in the Plan shall be deemed to give a Participant any right to
continue furnishing services to the Company or the Company any right
to demand such services. Nothing in this Plan shall be construed as an
elimination of the right of the Company to discharge a Participant,
with or without cause.
b) Severability. If any provision of this Plan is held to be illegal,
invalid, or unenforceable, such illegality, invalidity or
unenforceability shall not affect the remaining provisions of this
Plan, and such provision shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never been inserted.
c) Governing Law. This Plan shall be governed by the laws of the State of
Iowa without reference to the principles of conflict of laws therein.
PIONEER HI-BRED INTERNATIONAL, INC.
By:_________________________________
Charles S. Johnson
President and CEO
- -----------------------------
Jerry L. Chicoine
Secretary
<PAGE>
PAUL D. PATE Statement of Change
Secretary of State of Registered Office or
State of Iowa Registered Agent or Both
- -------------------------------------------------------------------------------
Pursuant to the provisions of the Iowa Business Corporation Act, the Iowa
Limited Liability Company Act, or the Iowa Nonprofit Corporation Act, the
corporation submits the following statement to change the registered office or
registered agent or both, in Iowa:
PIONEER HI-BRED INTERNATIONAL, INC
1. The name of the corporation: PIONEER OVERSEAS CORPORATION
__________________________________________
2. The address of the registered office as it currently appears on the
records in this office:
700 CAPITAL SQUARE DES MOINES IA 50309
___________________________________________________________________________
Street City State Zip
3. The address of the new registered office of the corporation:*
SAME
___________________________________________________________________________
Street City State Zip
4. The name of the registered agent as it currently appears on the records
in this office:
MICHAEL A DAVIS
___________________________________________________________________________
5. The name of the new registered agent for the corporation:*
SUSAN E GRIGGS
___________________________________________________________________________
*NOTE: The address of the registered office and the address of the business
office of the registered agent as changed, will be identical.
6. Signature /s/Bill DeMeulenaere
_________________________________________________________________
Please type or print name and title: BILL DEMEULENAERE, ASST SECRETARY
______________________________________
COMPLETE THIS ITEM ONLY IF REGISTERED AGENT HAS CHANGED.
The undersigned consents to be appointed registered agent for the corporation
named in this statement.
Name of new agent: SUSAN E GRIGGS
__________________________________________
Signature:/s/ SUSAN E GRIGGS
____________________________________________________
The information you provide will be open for public inspection under Iowa Code,
section 22.11.
PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING
<PAGE>
ARTICLES OF AMENDMENT
TO THE SECOND RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
PIONEER HI-BRED INTERNATIONAL, INC.
TO: THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 490.1003 of the Iowa Business
Corporation Act, Chapter 490 Iowa Code, the undersigned corporation adopts the
following Articles of Amendment to its Second Restated and Amended Articles of
Incorporation:
I. The name of the corporation is Pioneer Hi-Bred International, Inc. The
effective date of its incorporation was the 7th day of May 1926. Its
original name was Pioneer Hi-Bred Corn Company.
II. The following amendment of the Second Restated and Amended Articles of
Incorporation was adopted by the shareholders of the corporation on
February 27, 1996 in the manner prescribed by the Iowa Business
Corporation Act.
RESOLVED, that the Second Restated and Amended Articles of Incorporation
of the Company shall be amended by removing therefrom Article VII in its
entirety.
III. The only class of shares of the corporation outstanding at the time of
such adoption was common stock $1 par value; and the number of shares
entitled to vote thereon was 83,486,729; and the total number of votes
entitled to be cast was 187,168,299, and the number of votes
indisputably represented at the meeting was 137,058,680.
IV. The number of votes for the resolution to remove Article VII was
135,513,865; and the number of votes against such resolution was
1,544,815.
<PAGE>
Dated this 4th day of March, 1996.
PIONEER HI-BRED INTERNATIONAL, INC.
BY: ___________________________________
CHARLES S. JOHNSON
PRESIDENT & CEO
BY: ___________________________________
JERRY L. CHICOINE
SECRETARY
STATE OF IOWA, COUNTY OF POLK, SS:
On this 4th day of March, 1996, before me, the undersigned, a Notary Public in
and for the State of Iowa, personally appeared Charles S. Johnson and Jerry L.
Chicoine, to me personally known, who, being by me duly sworn, did say that they
are the President and Chief Executive Officer and Secretary, respectively, of
said corporation executing the within and foregoing instrument, that the seal
affixed thereto is the seal of said corporation; that said instrument was signed
and sealed on behalf of said corporation by authority of its Board of Directors;
that the said President and chief Executive Officer and Secretary as such
officers acknowledged the execution of said instrument to be the voluntary act
and deed of said corporation, and that by them voluntarily executed.
_____________________________
NOTARY PUBLIC IN AND FOR
THE STATE OF IOWA
<PAGE>
STATE OF IOWA)
ss:
COUNTY OF POLK)
Elaine Baxter Statement of Change
Secretary of State of Registered Office or
State of Iowa Registered Agent or Both
________________________________________________________________________________
Pursuant to the provisions of the Iowa Business Corporation Act, the Iowa
Limited Liability Company Act, or the Iowa Nonprofit Corporation Act, the
corporation submits the following statement to change the registered office or
registered agent or both, in Iowa:
PIONEER HI-BRED INTERNATIONAL, INC
1. The name of the corporation: PIONEER OVERSEAS CORPORATION
____________________________________________
2. The address of the registered office as it currently appears on the
records in this office:
700 CAPITAL SQUARE DES MOINES IA 50309
__________________________________________________________________________
Street City State Zip
3. The address of the new registered office of the corporation:*
SAME
__________________________________________________________________________
Street City State Zip
4. The name of the registered agent as it currently appears on the records
in this office:
JOHN D HINTZE
__________________________________________________________________________
5. The name of the new registered agent for the corporation:*
MICHAEL A DAVIS
__________________________________________________________________________
*NOTE: The address of the registered office and the address of the business
office of the registered agent as changed, will be identical.
6. Signature /s/ MICHAEL A. DAVIS
________________________________________________________________
Please type or print name and title MICHAEL A. DAVIS ASST SECRETARY
______________________________________
COMPLETE THIS ITEM ONLY IF REGISTERED AGENT HAS CHANGED.
The undersigned consents to be appointed registered agent for the corporation
named in this statement.
Name of new agent: MICHAEL A DAVIS
___________________________________________
Signature: /s/ MICHAEL A DAVIS
____________________________________________________
The information you provide will be open for public inspection under Iowa Code,
section 22.11.
PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING
<PAGE>
SECOND RESTATED AND AMENDED
ARTICLES OF INCORPORATION OF
PIONEER HI-BRED INTERNATIONAL, INC.
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 490.1007 of the Iowa Business
Corporation Act, Chapter 490, Code of Iowa, the undersigned Corporation adopts
the following Second Restated and Amended Articles of Incorporation
ARTICLE I
The name of the corporation shall be PIONEER HI-BRED INTERNATIONAL, INC.,
and its principal place of business shall be in the City of Des Moines, Polk
County, Iowa.
ARTICLE II
The duration of the Corporation's existence hereunder is perpetual.
ARTICLE III
The purpose or purposes for which the Corporation is organized are: This
Corporation shall have unlimited power to engage in and to do any lawful act
concerning any or all lawful businesses for which corporations may be organized
under Chapter 490 of the Code of Iowa.
ARTICLE IV
A. The aggregate amount of authorized capital stock of this Corporation
shall be $l50,000,000 divided into (i) 150,000,000 shares, consisting of one
class designated as common and having a par value of One Dollar ($1.00) per
share, and (ii) 10,000,000 shares, consisting of one class designated as serial
preferred without par value.
B. 1. Each outstanding share of common stock shall entitle the holder
thereof to five votes on each matter properly submitted to the holders of shares
of common stock for their vote, consent, waiver, release or other action; except
that no holder shall be entitled to exercise more than one vote on any such
matter in respect of any share of common stock with respect to which there has
been a change in beneficial ownership during the thirty-six (36) months
immediately preceding the date on which a determination is made of the
shareholders who are entitled to take any such action.
2. A change in beneficial ownership of an outstanding share of common
stock shall be deemed to have occurred whenever a change occurs in any person or
group of persons who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (i) voting power, which
includes the power to vote, or to direct the voting of such share; (ii)
investment power, which includes the power to direct the sale or other
disposition of such share; (iii) the right to receive or retain the proceeds of
any sale or other disposition of such share; or (iv) the right to receive any
distributions, including cash dividends, in respect of such share.
a. In the absence of proof to the contrary provided in accordance
with the procedures referred to in subparagraph (4) of this paragraph B, a
change in beneficial ownership shall be deemed to have occurred whenever a share
of common stock is transferred of record into the name of any other person.
b. In the case of a share of common stock held of record in the name
of a corporation, general partnership, limited partnership, voting trustee,
bank, trust company, broker, nominee or clearing agency, or in any other name
except a natural person, if it has not been established pursuant to such
procedures that there has been no change in the person or persons who direct the
exercise of the rights referred to in clauses 2(i) through 2(iv) of this
paragraph with respect to such share of common stock during the period of
thirty-six months immediately preceding the date on which a determination is
made of the shareholders who are entitled to take any action (or since November
14, 1985 for any period ending on or before November 14, 1988), then a change in
beneficial ownership shall be deemed to have occurred during such period.
c. In the case of a share of common stock held of record in the name
of any person as trustee, agent, guardian or custodian under the Uniform Gifts
to Minors Act as in effect in any state, a change in beneficial ownership shall
be deemed to have occurred whenever there is a change in the beneficiary of such
trust, the principal of such agent, the ward of such guardian or the minor for
whom such custodian is acting or in such trustee, agent, guardian or custodian.
3. Notwithstanding anything in this paragraph B to the contrary, no
change in beneficial ownership shall be deemed to have occurred solely as a
result of:
a. any event that occurred prior to November 14, 1985 or pursuant to
the terms of any contract (other than a contract for the purchase and sale of
shares of common stock contemplating prompt settlement), including contracts
providing for options, rights of first refusal and similar arrangements in
existence on such date to which any holder of shares of common stock is a party;
b. any transfer of any interest in shares of common stock pursuant to
a bequest or inheritance, by operation of law upon the death of any individual,
or by any other transfer without valuable consideration, including a gift that
is made in good faith and not for the purpose of circumventing this Article IV;
c. any change in the beneficiary of any trust, or any distribution of
a share of common stock from trust, by reason of the birth, death, marriage or
divorce of any natural person, the adoption of any natural person prior to age
18 or the passage of a given period of time or the attainment by any natural
person of a specific age, or the creation or termination of any guardianship or
custodial arrangement;
d. any appointment of a successor trustee, agent, guardian or
custodian with respect to a share of common stock if neither such successor has
nor its predecessor had the power to vote or to dispose of such share of common
stock without further instructions from others, whose identities remain
unchanged;
e. any change in the person to whom dividends or other distributions
in respect to a share of common stock are to be paid pursuant to the issuance
or modification of a revocable dividend payment order; or
f. except as provided in subparagraph (5) of this paragraph B, any
issuance of a share of common stock by the Corporation or any transfer by the
Corporation of a share of common stock held in treasury, (i.e., the person
acquiring the share shall be deemed on the date of issuance or transfer by the
Corporation to have continuously beneficially owned such share for thirty-six
(36) months), unless otherwise determined by the Board of Directors at the time
of authorizing such issuance or transfer.
4. For purposes of this paragraph B, all determinations concerning
changes in beneficial ownership, or the absence of any such change, shall be
made by the Corporation. Written procedures designed to facilitate such
determinations shall be established by the Corporation and refined from time to
time. Such procedures shall provide, among other things, the manner of proof of
facts that will be accepted and the frequency with which such proof may be
required to be renewed. The Corporation and any transfer agent shall be entitled
to rely on all information concerning beneficial ownership of the common stock
coming to their attention from any source and in any manner reasonably deemed by
them to be reliable, but neither the Corporation nor any transfer agent shall be
charged with any other knowledge concerning the beneficial ownership of the
common stock.
5. In the event of any stock split or stock dividend with respect to
the common stock, each share of common stock acquired by reason of such split or
dividend shall be deemed to have been beneficially owned by the same person
continuously from the same date as that on which beneficial ownership of the
share of common stock, with respect to which such share of common stock was
distributed, was acquired.
6. Each share of common stock, whether at any particular time the
holder thereof is entitled to exercise five votes for one, shall be identical to
all other shares of common stock in all other respects, and together all of the
common shares shall constitute a single class of shares of the Corporation.
7. Notwithstanding any provision in this paragraph B to the contrary,
if at any time the common stock will be ineligible for inclusion on the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation System (or such other similar automated quotation system as may exist
at the time) so long as some but not all shares of common stock have five votes
per share, then, upon a determination by the Board of Directors that the
provisions of this paragraph B no longer are in the best interests of the
shareholders, and without any shareholder action, each outstanding share of
common stock shall entitle the holder thereof to one vote on each matter
properly submitted thereafter to the holders of common stock for their vote,
consent, waiver, release or other action.
C. The preferences, voting rights, if any, limitations and relative right
of the serial preferred stock are as follows:
1. The holders of the preferred stock shall be entitled to receive
dividends when and as declared by the Board of Directors at such rate as shall
be fixed by resolution of the Board of Directors as hereafter provided, which
dividends shall be cumulative, before any dividends shall be paid or set apart
for payment on the common stock. The holders of the preferred stock shall have
no rights to share in any dividend or distribution of profits or assets of the
Corporation, whether in the form of cash, stock dividend or otherwise, except to
the extent specifically provided herein or in said resolutions of the Board of
Directors.
2. In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the preferred stock shall be entitled to be paid
such amounts as shall be fixed by resolution of the Board of Directors, as
hereafter provided, before any amount shall be paid on the common stock. After
the payment to the holders of the preferred stock of all such amounts to which
they are entitled pursuant to said resolutions of the Board of Directors, the
remaining assets and funds of the Corporation shall be divided and paid to the
holders of common stock. Neither the consolidation nor the merger of the
Corporation with or into any other corporation or corporations, nor a
reorganization of the Corporation alone, nor the sale or transfer by the
Corporation of all or any part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for the purpose of
this subparagraph (2).
3. The preferred stock shall be subject to redemption in whole or in
part at such price and at such time and place and in such manner as the Board of
Directors shall determine.
4. Each share of preferred stock shall be entitled to such privileges
of conversion, if any, as are provided and declared by the Board of Directors at
such time as the issue of which it is a part is established by the Board of
Directors.
The preferred stock may be issued from time to time in series. Authority is
hereby expressly granted to the Board of Directors to authorize one or more
series of preferred stock and to fix the number of shares to constitute such
series and distinctive designations thereof and, with respect to each series of
preferred stock, to fix by resolution or resolutions providing for the issuance
of such series such variations in respect thereof as may be determined by the
Board of Directors. All shares of every series of preferred stock shall be alike
in every particular, and all series of preferred stock hereafter created shall
rank equally and be identical in all respects, except as to the following rights
and preferences which may constitute variations as between different series of
preferred stock:
a. The rate of the dividend on the shares of such series;
b. The price at, and the terms and conditions upon which shares may be
redeemed;
c. The amount payable upon shares in the event of involuntary liquidation;
d. The amount payable upon shares in the event of voluntary liquidation;
e. Sinking fund provisions for the redemption or purchase of shares;
f. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion; and
g. Voting rights, if any.
D. The holder of any share of such common or serial preferred stock shall have
no preemptive rights to acquire any additional shares of the Corporation or to
acquire any treasury stock of the Corporation.
ARTICLE V
The address of the registered office of the Corporation is 700 Capital
Square, 400 Locust St., Des Moines, Polk County, Iowa, and the name of its
registered agent at such address is John D. Hintze.
ARTICLE VI
A. The number of directors of the Corporation shall be not less than twelve
(12) and not greater than sixteen (16), and, effective as of the annual meeting
of shareholders in 1982, the Board of Directors shall be divided into three
classes, designated Class I, Class II and Class III. Such classes shall be as
nearly equal in number as possible. The term of directors of one class shall
extend to each annual meeting of shareholders and in all cases as to each
director, until his successor shall be elected and shall qualify, or until his
earlier resignation, removal from office, death or incapacity. Additional
directorships resulting from an increase in number of directors shall be
apportioned among the classes as equally as possible. The initial term of office
of directors of Class I shall extend to the annual meeting of shareholders in
1983, that of Class II shall extend to the annual meeting in 1984, and that of
Class III shall extend to the annual meeting in 1985, and in all cases as to
each director until his successor shall be elected and shall qualify or until
his earlier resignation, removal from office, death or incapacity. At each
annual meeting of shareholders, the number of directors equal to the number of
directors of the class whose term extends to the time of such meeting shall be
elected to hold office until the third succeeding annual meeting of shareholders
after their election. The Board of Directors may, upon a majority vote of its
members, increase or decrease the number of directors within the limits set
forth above. Vacancies in the Board of Directors or new directorships created by
an increase in the number of directors shall be filled by majority vote of the
remaining members of the Board and the person filling such vacancy or
newly-created directorship shall serve out the remainder of the term for the
vacated directorship or, in the case of a new directorship, the term designated
for the class of directors of which that directorship is a part.
B. The shareholders may at any time at a meeting expressly called for that
purpose remove any or all of the directors, for cause, by a vote of two-thirds
of the shares then entitled to vote at an election of directors. For purposes of
this Article, removal "for cause" shall mean that the director to be removed has
been convicted of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal, or that the director to be
removed has been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation by a court of competent jurisdiction
and such adjudication is no longer subject to direct appeal.
C. This Article VI may not be amended, altered or repealed without the
approval of two-thirds of the shares entitled to vote at the time such
amendment, alteration or repeal is proposed.
ARTICLE VII
Each director and officer and each former director and officer of this
Corporation and each person who may serve at its request as a director or
officer of another corporation in which this Corporation or a subsidiary of this
Corporation owns shares of capital stock, or of which it is a creditor, shall be
indemnified by this Corporation against all costs and expenses reasonably
incurred by him in connection with any action, suit or proceeding in which he is
or may be involved by reason of his being, or having been, a director or officer
of this Corporation or of such other corporation (whether or not he is a
director or officer at the time of incurring such costs and expenses), except
with respect to matters as to which he shall be adjudged in any such action,
suit or proceeding to be liable by reason of his negligence, fraud or other
civil or criminal misconduct in the performance of his duties. In the case of
the settlement of any such action, suit or proceeding, he shall be indemnified
by this Corporation against the costs and expenses (including any amount paid in
settlement to this Corporation or to such other corporation or otherwise)
reasonably incurred by him in connection with such action, suit or proceeding
(whether or not he is a director or officer at the time of incurring such costs
and expenses) if, and only if, the holders of a majority of capital stock of the
Corporation represented at any annual meeting or special meeting of such
shareholders shall vote to approve such settlement and the reimbursement of such
director or officer of such costs or expenses.
The foregoing rights of indemnification shall apply to the heirs, executors
and administrators of any such director or officer, or former director or
officer or person and shall not be exclusive of other rights to which any such
director or officer or former director or officer or persons (or his heirs,
executors or administrators) may be entitled as a matter of law.
ARTICLE VIII
The Board of Directors of this Corporation shall have the power to adopt a
corporate seal which shall be the corporate seal of this Corporation.
ARTICLE IX
The private property of the shareholders of this Corporation shall at all
times be exempt from liability of corporate debts of any kind and this Article
shall not be amended or repealed.
ARTICLE X
In the event that any shareholder shall become indebted to the Corporation,
the Corporation shall have a lien upon any shares of stock in this Corporation
owned by such shareholder for the full amount of such indebtedness.
ARTICLE XI
Stock in this Corporation shall be transferred only by assignment upon the
books of the Corporation, subject to and in accordance with such restrictions as
may be provided in the by-laws of this Corporation.
ARTICLE XII
To the fullest extent permitted by the Iowa Business Corporation Act as the
same now exists or may hereafter be amended, a director of the Corporation shall
not be liable to the Corporation or its stock-holders for monetary damages for
breach of fiduciary duty as a director. Any repeal or modification of this
ARTICLE XII by the stockholders of the Corporation only shall be applied
prospectively, to the extent that such repeal or modification would, if applied
retrospectively, adversely affect any limitation on the personal liability of a
director of the Corporation existing immediately prior to such repeal or
modification.
The above Second Restated and Amended Articles of Incorporation do not
contain an amendment requiring the approval of the Corporation's shareholders,
and were unanimously adopted by the Corporation's Board of Directors on December
11, 1990.
Dated December 11, 1990
PIONEER HI-BRED INTERNATIONAL, INC.
----------------------------------
By: Jerry L. Chicoine
Title: Senior Vice President, CFO
and Secretary
On this 11th day of December, 1990, before me, a notary public in and for
the State of Iowa, personally appeared Jerry L. Chicoine, to me personally
known, who being by me duly sworn do say that he is the Senior Vice President,
CFO and Secretary, respectively of said corporation, that the corporate seal has
been affixed to this document and that said Second Restated and Amended Articles
of Incorporation were signed on behalf of said corporation by authority of its
Board of Directors and the said Jerry L. Chicoine acknowledges the execution of
said instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
-----------------------------------------
By: Jane B. Forbes
Notary Public in and for the State of Iowa
December 12, 1995
RESTATED AND AMENDED BYLAWS
OF
PIONEER HI-BRED INTERNATIONAL, INC.
ARTICLE I.
PRINCIPAL OFFICE
The principal office of the Corporation shall be located at 700 Capital
Square, 400 Locust Street in the City of Des Moines, in the County of Polk,
State of Iowa.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the fourth Tuesday of January of each year, beginning with the year 1988
at the hour of 2:00 P.M. for the purpose of electing directors and for the
transaction of such other business as may come before the meeting; PROVIDED,
HOWEVER, that the President may in any year designate an earlier date as the day
of the annual meeting that year. If the day fixed for the annual meeting as
herein provided shall be a legal holiday, and a different day is not designated
by the President, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated herein
for any annual meeting or any adjournment thereof, the Board of Directors shall
cause the election to be held at a meeting of the shareholders as soon
thereafter as conveniently may be held.
SECTION 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of shareholders owning not less than
one-tenth in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
the shareholders shall be limited to the purposes stated in the notice.
SECTION 3. Place of Meeting. The Board of Directors or the President may
designate any place, either within or without the State of Iowa, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Iowa, as the place for the holding
of such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office of the Corporation
in the State of Iowa.
SECTION 4. Notice of Meetings. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten (10) or more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the records of the Corporation, with
postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period, but not to exceed, in
any case, seventy (70) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days and, for a meeting of shareholders, not less than ten (10) days, prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of ten (10) days
prior to such meeting, shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in this State, shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
share ledger or transfer book or to vote at any meeting of shareholders.
SECTION 7. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, a majority of the shareholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the Articles of
Incorporation a different vote is required, in which case, such express
provision shall govern and control the decision of such question.
SECTION 8. Proxies. Each shareholder shall at every meeting of the
shareholders be entitled to that number of votes as is determined by the
Corporation in accordance with Article IV of the Articles of Incorporation of
the Corporation, as presently in effect or as may be amended hereafter, upon
each matter submitted to vote of the shareholders to be voted in person or by
proxy executed in writing by said shareholder or by his duly authorized
attorney-in-fact, for each share of the capital stock having voting power held
by such shareholder. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
SECTION 9. Voting of Shares by Certain Holders. Shares standing in the name
of another Corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the Bylaws of such Corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such Corporation may
determine.
Shares standing in the name of a deceased person, a minor, ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian or conservator, either in person or by proxy without a transfer of such
shares into the name of such administrator, executor, court appointed guardian
or conservator. Shares standing in the name of a trustee may be voted by him
either in person or by proxy.
Shares standing in the name of the receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this Corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any time, but shares of its own stock
held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 10. Inspectors. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and report
the results; and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders. Each report of an
inspector shall be in writing and signed by him or by a majority of them if
there be more than one inspector acting at such meeting. If there is more than
one inspector, the report of the majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be prima facie evidence thereof.
SECTION 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof.
SECTION 12. Voting by Ballot. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
SECTION 13. Shareholder Business Proposals. At any annual meeting of the
Corporation's shareholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
shareholder. Business may be properly brought before an annual meeting by a
shareholder only if written notice of the shareholder's intent to propose such
business has been given, either by personal delivery or by United States mail,
first class postage prepaid, to the Secretary of the Corporation no later than
ninety days in advance of such annual meeting, provided that in the event that
less than ninety days' notice or prior public disclosure of the date of such
annual meeting is given or made to shareholders, the shareholder's submission
shall be timely if received by the Secretary of the Corporation not later than
the close of business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made (whichever
first occurs). Each notice of new business must set forth: (i) the name and
address of the shareholder who intends to raise the new business; (ii) the
business desired to be brought forth at the meeting and the reasons for
conducting such business at the meeting; (iii) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
with respect to such business and intends to appear in person or by proxy at the
meeting to move the consideration of such business; (iv) such shareholder's
beneficial ownership of the Corporation's voting stock; and (v) such
shareholder's interest in such business. The chairman of the meeting may refuse
to acknowledge a motion to consider any business that he determines was not made
in compliance with the foregoing procedures.
An adjourned meeting, if notice of the adjourned meeting is not required to
be given to shareholders, shall be regarded as a continuation of the original
meeting, and any notice of new business must meet the foregoing requirements
based upon the date on which notice or public disclosure of the date of the
original meeting was given or made. In the event of an adjourned meeting where
notice of the adjourned meeting is required to be given to shareholders, any
notice of new business made by a shareholder with respect to the adjourned
meeting must meet the foregoing requirements based upon the date on which notice
or public disclosure of the date of the adjourned meeting was given or made.
No action may be taken by the Board of Directors (whether through amendment
of the Bylaws or otherwise) to amend, alter, change or repeal, directly or
indirectly, the provisions of this Article II, Section 13 of the Bylaws, unless
two-thirds of the directors (based on the number of directors then authorized,
regardless of whether there are any vacancies) shall concur in such action.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.
SECTION 2. Number, Tenure and Qualifications. The number of directors which
shall constitute the whole Board shall be such number, not less than twelve (12)
nor more than sixteen (16), as may be determined from time to time by vote of a
majority of the entire Board of Directors. The directors shall be divided into
three (3) classes each of which shall be as nearly equal in number as possible
except as provided in Section 3 of this Article. The directors shall be elected
at an annual meeting of the shareholders, and shall hold an office for a term of
the lesser of (a) three (3) years or (b) until the end of the term for the Class
of Directors to which such Director has been elected and until his successor is
elected and qualified. A Director need not be a shareholder of this Corporation.
SECTION 3. Vacancies. Any vacancy occurring in the Board of Directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. Any director
elected to fill a vacancy created other than by reason of an increase in the
number of directors shall be elected for the unexpired term of his or her
predecessor in office. Any director elected to fill a vacancy by reason of an
increase in the number of directors may continue in office only until the next
election of directors by the shareholders.
No action may be taken by the Board of Directors (whether through amendment
of the Bylaws or otherwise) to amend, alter, change or repeal, directly or
indirectly, the provisions of this Article III, Section 3 of the Bylaws, unless
two-thirds of the directors (based on the number of directors then authorized,
regardless of whether there are any vacancies) shall concur in such action.
SECTION 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Iowa, for the holding of additional regular meetings without other
notice than such resolution.
SECTION 5. Special Meetings. Special Meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Iowa, as the place for the
holding of such meeting.
SECTION 6. Notice. Notice shall be given at least 24 hours in advance of
the time set for such meeting and may be given by telephone or telegram. If
notice be given by telegram, such notice shall deem to be delivered when
delivered to the telegraph company. Any director may waive notice of a meeting
by written waiver, executed either before or after the time stated in the
notice. Attendance at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends such meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
SECTION 7. Quorum. A majority of the number of directors currently in
office shall constitute a quorum for transaction of business at any meeting of
the Board of Directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
SECTION 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute, the
Articles of Incorporation or these Bylaws. Members of the Board of Directors or
any committee designated by such board, may participate in a meeting of such
board or committee by conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.
SECTION 9. Informal Action. Unless specifically prohibited by statute, the
Articles of Incorporation or these Bylaws, any action required to be taken at a
meeting of the Board of Directors, or any other action which may be taken at a
meeting of the Board of Directors or of any committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee and filed with
the minutes of proceedings of the Board or committee as the case may be. Any
such consent signed by all the Directors or all the members of such committee
shall have the same effect as a unanimous vote, and may be stated as such in any
document filed with the Secretary of State, or issued for any other reason.
SECTION 10. Compensation. The Directors may be paid for their expenses, if
any, of attendance at such meeting of the Board of Directors, and may be paid a
fixed sum for attendance at each meeting of the Board of Directors, or a stated
salary or fee as such director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
SECTION 11. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to directors
who voted in favor of such action.
SECTION 12. Removal of Directors. The shareholders may at any time at a
meeting expressly called for that purpose remove any or all of the directors,
for cause, by a vote of two-thirds of the shares then entitled to vote at an
election of directors. For the purposes of this Section 12, removal "for cause"
shall mean that the director to be removed has been convicted of a felony by a
court of competent jurisdiction and such conviction is no longer subject to
direct appeal, or that the director to be removed has been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Corporation
by a court of competent jurisdiction and such adjudication is no longer subject
to direct appeal. Any vacancy in the Board of Directors resulting from the
removal of a director shall be filled by majority vote of the remaining members
of the Board of Directors.
SECTION 13. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole board, designate an executive
committee and/or one or more other committees, each committee to consist of two
or more of the Directors of the Corporation, which, to the extent provided in
the resolution, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
The Compensation Committee shall consist of no less than three and no more
than eight directors who are not at the time of their election employees of the
Corporation or otherwise entitled to participate in any compensation or
incentive plan administered by the Committee, except to the extent otherwise
determined by a majority of the directors who are not members of the
Compensation Committee. The Compensation Committee shall be responsible for all
executive compensation programs of the Corporation, including, without
limitation, stock incentive plans and shall evaluate and recommend to the Board
of Directors compensation for executive officers. It shall review summaries of
current compensation paid all other officers, and shall periodically report
changes in the compensation plans for all officers and employees to the Board of
Directors. It shall receive and review such reports of compensation and benefit
plan administration from the Corporation's management as it may require. The
Compensation Committee shall also review, and make recommendations concerning,
management structure and succession planning, management retirement policy, and
officer supervision and training to assure the full development of management
potential and an orderly succession of management.
The Nominating Committee shall consist of not less than three nor more than
nine directors and shall be responsible for establishing criteria for the
election of directors, reviewing management's evaluation of any officers
proposed for nomination to the Board of Directors, and reviewing the
qualifications of, and when appropriate interviewing, candidates who may be
proposed for nomination to the Board of Directors, including those nominees
recommended by shareholders. The Committee shall be responsible for recommending
to the Board of Directors, not less than 120 days prior to each annual meeting
of the shareholders, a slate of directors to be elected for the following year.
The Committee shall also perform such other duties in connection with the search
for qualified directors and the selection, election, or termination of directors
as the Board of Directors may request.
The Audit Committee shall consist of not less than three nor more than nine
directors, a majority of whom shall be independent directors. The Committee
shall have general oversight responsibility with respect to the Corporation's
financial reporting. In performing its oversight responsibility, the Committee
shall make recommendations to the Board of Directors as to the selection,
retention, or change in the independent accountants of the Corporation, review
with the independent accountants the scope of their examination and other
matters (relating to both audit and non-audit activities), and review generally
the internal auditing procedures of the Corporation. In addition, the Committee
shall review corporate policies relating to compliance with laws and
regulations, ethics, and conflicts, and (consistent with the NASDAQ listing
requirement) it shall conduct a review of all material related party
transactions on an ongoing basis. In undertaking the foregoing responsibilities,
the Audit Committee shall have unrestricted access, if necessary, to company
personnel and documents and shall be provided with the resources and assistance
necessary to discharge its responsibilities, including periodic reports from
management assessing the impact of regulation, accounting, and reporting or
other significant matters that may affect the Corporation. The Committee shall
have authority to appoint and dismiss the Corporation's director of internal
audit. The duties and responsibilities of the Audit Committee shall be set forth
in further detail in a charter developed by the Committee, provided that the
duties and responsibilities set forth therein shall be consistent with this
Section 13 and any resolution passed by a majority of the Directors relating to
the responsibilities of the Committee.
In addition, the Board of Directors may, by resolution passed by a majority
of the Directors, designate an executive committee and/or one or more other
committees, each committee to consist of two or more of the Directors of the
Corporation, which, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.
SECTION 14. Committee Minutes. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.
SECTION 15. Shareholder Nomination of Director Candidates. Subject to the
rights of holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, nominations for the election
of directors may be made by the Board of Directors or a committee appointed by
the Board of Directors or by any shareholder entitled to vote in the election of
directors generally. However, any shareholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the Corporation
not later than (i) with respect to an election to be held at an annual meeting
of shareholders, ninety days prior to the anniversary date of the records date
set for the immediately preceding annual meeting of shareholders, and (ii) with
respect to an election to be held at a special meeting of shareholders for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to shareholders. Each such notice
shall set forth: (a) the name and address of the shareholder who intends to make
the nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the Corporation if
so elected. The presiding officer at the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedures.
No action may be taken by the Board of Directors (whether through amendment
of the Bylaws or otherwise) to amend, alter, change or repeal, directly or
indirectly, the provisions of this Article III, Section 15 of the Bylaws, unless
two-thirds of the directors (based on the number of directors then authorized,
regardless of whether there are any vacancies) shall concur in such action.
<PAGE>
ARTICLE IV.
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a President,
Vice President, Secretary and a Treasurer. The Board of Directors may also
choose additional Vice Presidents and one or more Assistant Secretaries and
Assistant Treasurers. Any two or more offices may be held by the same person,
except that the offices of President and Secretary shall not be held by the same
person.
SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall hold office
until his successor shall have been duly elected or until his death or until he
shall resign or shall have been removed in the manner herein provided. Election
or appointment of an officer or agent shall not of itself create contract
rights.
SECTION 3. Other Officers. The Board of Directors may appoint such other
officers and agents, as it shall deem necessary, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board.
SECTION 4. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed from office by the affirmative vote of a majority of
the Board of Directors at any meeting whenever in its judgment the best
interests of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
SECTION 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, and new offices may be
filled by the Board of Directors, at any meeting thereof for the unexpired
portion of the term.
SECTION 6. President. The President shall be the principal executive
officer of the Corporation and shall, in general, supervise and control all of
the business and affairs of the Corporation. Unless otherwise provided by the
Board, he shall preside at all meetings of the shareholders and the Board of
Directors. He may sign, with the Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
SECTION 7. Vice President. In the absence of the President, or in the event
of his inability or refusal to act, the Vice President, or if there shall be
more than one, the Vice Presidents, in the order determined by the Board of
Directors, shall perform the duties of the President, and when so acting, shall
have all powers of and be subject to all restrictions upon the President. Any
Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation; and shall perform such other duties
as from time to time may be assigned to him by the President or by the Board of
Directors.
SECTION 8. Secretary. The Secretary shall: (1) attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required; (2) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (3) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such holder; (4) have general charge of the stock transfer
books of the Corporation; (5) perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors; and (6) have custody of the
corporate seal of the Corporation and have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his
signature. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.
SECTION 9. Assistant Secretary. The Assistant Secretary, or, if there be
more than one, the Assistant Secretaries, in the order determined by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
SECTION 10. Treasurer. The Treasurer shall: (1) have charge and custody of
and be responsible for all funds and securities of the Corporation; (2) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all moneys and other valuable effects in the name and to
the credit of the Corporation in such banks, trust companies or other
depositories as shall be designated by the Board of Directors; (3) disburse the
funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements; (4) keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation; (5) render to
the President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation; and (6) perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, give a bond in such sum and with such surety
or sureties as the Board of Directors may determine for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.
SECTION 11. Assistant Treasurer. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers, in the order determined by the Board
of Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
SECTION 12. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
ARTICLE V.
CONTRACTS, LOANS AND CHECKS
SECTION 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents,
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
ARTICLE VI.
INDEMNIFICATION
SECTION 1. Indemnification. The Corporation shall indemnify every person
who is or was a party or involved (as a witness or otherwise) or is threatened
to be made a party or involved (as a witness or otherwise)(hereafter Indemnitee)
in any threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, formal or informal, and
whether or not by or in the right of the Corporation or otherwise (hereafter a
"Proceeding"), by reason of the fact that he is or was a director, officer, or
employee of the Corporation, or while a director, officer or employee of the
Corporation, is or was serving at the request of the Corporation (or such
service was approved by the Corporate Management Committee (committee of
Executive Officers selected by the President) or successor committees) as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, or by reason of any action alleged to have been taken or
not taken by him while acting in any such capacity, against expenses (including
counsel fees and expenses when incurred) (hereafter "Expenses") and all
liability and loss, including judgment, fine, (including excise taxes assessed
with respect to an employee benefit plan), and penalties and amounts paid or to
be paid in settlement (whether with or without court approval) (hereafter
"Liabilities"), actually incurred by him in connection with such Proceeding, to
the fullest extent permitted by law as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment).
Notwithstanding anything in this Article to the contrary, except with respect to
a proceeding to enforce rights to indemnification or advancement of expenses
under this Article, the Corporation shall provide indemnification and
advancement of Expenses under this Article to persons seeking indemnification in
connection with a proceeding initiated by such person only if such proceeding
was authorized by the Board of Directors.
SECTION 2. Advancement of Expenses. The right to indemnification conferred
in this Article shall include the right to be paid by the Corporation the
Expenses incurred in connection with the proceeding in advance of the final
disposition thereof promptly after receipt by the Corporation of a request
therefor stating in reasonable detail the Expenses incurred, provided, however,
that to the extent required by law, the payment of such Expenses in advance of
the final disposition of a proceeding shall be made only upon the Corporation's
receipt of an undertaking by or on behalf of such person to repay such amounts
if it shall ultimately be determined that he is not entitled to be indemnified
under this Article or otherwise (this undertaking need not be secured and must
be accepted without reference to the ability to repay).
SECTION 3. Determination. Any indemnification, under these Articles (unless
ordered by court or as otherwise provided in Section 2 for the advancement of
expenses) shall be made by the Corporation upon a determination that the
indemnification of the Indemnitee is proper in the circumstances because he has
met the applicable standard of conduct. Such determination shall be made (1) by
the board of directors by majority vote of a quorum consisting of directors not
at the time parties to the Proceeding, (2) if a quorum cannot be obtained, by a
majority vote of a committee duly designated by the board of directors, in which
designation directors who are parties may participate, consisting solely of two
or more directors not at the time parties to the proceeding, (3) by special
legal counsel selected by the board of directors by vote as set forth in clause
"(1) or (2)" of this Section 3, if a quorum of the board of directors cannot be
obtained and a committee cannot be designated, selected by majority vote of the
full board of directors, in which selection directors who are parties may
participate, or (4) by the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding shall not be
voted on the determination.
SECTION 4. Partial Indemnification. If a person is entitled under this
Article to indemnification by the Corporation for some or a portion of
Liabilities and Expenses but not, however, for all of the total amounts thereof,
the Corporation shall nevertheless indemnify such person for the portion thereof
to which he is entitled.
SECTION 5. Specific Limitations On Indemnification. Notwithstanding
anything in these Bylaws to the contrary, the Corporation shall not be obligated
to make any payment under this Article for indemnification for Liabilities and
Expenses in connection with Proceedings settled without the consent of the
Corporation, which consent, however, shall not be unreasonably withheld.
SECTION 6. Payment and Factual Determinations. If a claim for
indemnification or advancement of expenses under this Article is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, the claimant may, at any time thereafter, bring
suit against the Corporation to recover the unpaid amount of the claim. The
claimant shall also be entitled to be paid the expenses of prosecuting such
claim to the extent he is successful in whole or in part on the merits or
otherwise in establishing his right to indemnification or to the advancement of
expenses.
SECTION 7. Other Rights. The right to indemnification, including the right
to the advancement of expenses, conferred in this Article shall not be exclusive
of any other rights to which a person seeking indemnification or advancement of
expenses hereunder may be entitled under any Articles of Incorporation, Bylaws,
agreement, vote of shareholders or directors, or otherwise. Subject to
applicable law, to the extent that any rights to indemnification or advancement
of expenses of such person under any such Articles of Incorporation, Bylaw,
agreement, vote of shareholders or directors, or otherwise, are broader or more
favorable to such person, the broader or more favorable rights shall control.
The Corporation shall have the express authority to enter into such
agreements as the Board of Directors deems appropriate for the indemnification
of, including the advancement of expenses to, present or future directors,
officers, employees and agents of the Corporation in connection with their
service to, or status with, the Corporation or any other corporation,
partnership, joint venture, trust or other enterprise, including any employee
benefit plan, for whom such person is serving at the request of the Corporation.
SECTION 8. Trust. The Corporation may create a fund of any nature which
may, but need not, be under the control of a trustee, or otherwise to secure or
insure in any manner its indemnification obligations, including its obligation
to advance expenses, whether arising under or pursuant to this Article or
otherwise.
SECTION 9. Insurance. The corporation may purchase and maintain insurance
on behalf of an individual who is or was a director, officer, employee, or agent
of the corporation, or who, while a director, officer employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by that individual in
that capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the corporation would have power to indemnify
that individual against the same liability.
SECTION 10. Contract. The right to indemnification, including the right to
advancement of expenses provided herein, shall be a contract right, shall
continue as to a person who has ceased to be a director, officer, employee, or
to serve in any other of the capacities described in Section 1, and shall inure
to the benefit of the heirs, personal representatives, executors and
administrators of such person. Notwithstanding any amendment, alteration, or
repeal of this Article or any of its provisions or the adoption of any provision
inconsistent with the Article or any of its provisions, any person, shall be
entitled to indemnification, including the right to the advancement of expenses,
in accordance with the provisions hereof with respect to any action taken or
omitted prior to such amendment, alteration, or repeal or adoption of such
inconsistent provision, except to the extent such amendment, alteration, repeal,
or inconsistent provision provides broader rights with respect to
indemnification, including the advancement of expenses, than the Corporation was
permitted to provide prior to the amendment, alteration, repeal, or the adoption
of such inconsistent provision or to the extent otherwise prescribed by law.
SECTION 11. Subrogation. In the event of any payment under this Article,
the Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take
all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Corporation to bring suit to enforce
such rights.
SECTION 12. Notice of Proceedings. Indemnitee agrees promptly to notify the
Corporation in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder, but Indemnitee's omission to so notify the Corporation shall
not relieve the Corporation from any liability which it may have to Indemnitee
under this Article unless such omission materially prejudices the rights of the
Corporation (including without limitation, the Corporation having lost
significant substantive or procedural rights with respect to the defense of any
Proceeding). If such omission does materially prejudice the rights of the
Corporation, the Corporation shall be relieved from liability under this Article
only to the extent of such prejudice; but such omission will not relieve the
Corporation from any liability which it may have to Indemnitee otherwise than
under this Article.
SECTION 13. Defense of Claims. The Corporation will be entitled to
participate at its own expense in any Proceeding of which it has notice. The
Corporation jointly with any other indemnifying party similarly notified of any
Proceeding will be entitled to assume the defense of Indemnitee therein, with
counsel reasonably satisfactory to Indemnitee. After notice from the Corporation
to Indemnitee of its election to assume the defense of Indemnitee in any
Proceeding, the Corporation will not be liable to Indemnitee under this Article
for any Expenses subsequently incurred by Indemnitee in connection with the
defense thereof, except as otherwise provided below. Indemnitee shall have the
right to employ its own counsel in any such Proceeding but the fees and expenses
of such counsel incurred after notice from the Corporation of its assumption of
the defense thereof shall be at the expense of Indemnitee unless: (i) the
employment of counsel by Indemnitee has been authorized by the Corporation; or
(ii) the Corporation shall not in fact have employed counsel to or cannot in
good faith without conflict assume the defense of Indemnitee in such Proceeding
or such counsel has not in fact assumed such defense; in each of which case the
fees and expenses of Indemnitee's counsel shall be advanced by the Corporation.
SECTION 14. Other Entities. The board of directors may by resolution
provide for indemnification to officers, directors, or employees of other
entities not otherwise provided indemnification herein as it determines
appropriate.
SECTION 15. Employee Benefit Plans. A director, officer, or employee is
considered to be serving an employee benefit plan at the Corporation's request
if such person's duties to the Corporation also imposed duties on, or otherwise
involves services by, that person to the plan or to the participants in or
beneficiaries of the plan.
ARTICLE VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Every holder of shares in the
Corporation shall be entitled to have a certificate in such form as may be
determined by the Board of Directors. Such certificates shall be signed by the
President or Vice President and by the Secretary or Assistant Secretary and
shall be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the President or Vice President and the Secretary or Assistant
Secretary or other persons signing for the Corporation upon a certificate may be
facsimiles. If the certificate is countersigned by a transfer agent or
registered by a registrar, the signatures of the person signing for such
transfer agent or registrar also may be facsimiles. In case any officer or other
authorized person who has signed or whose facsimile signature has been place
upon such certificate for the Corporation, shall have ceased to be such officer
or employee or agent before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer or employee or agent
at the date of its issue. All certificates for shares shall be consecutively
numbered or otherwise identified. The name of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the books of the Corporation. All certificates surrendered
to the Corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfers of shares of the Corporation shall
be made only on the books of the Corporation by the holder of record thereof or
by his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.
SECTION 3. Registered Shareholder. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to, or interest in, such shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
ARTICLE VIII.
FISCAL YEAR
SECTION 1. Fiscal Year. This Corporation shall operate on a fiscal
year basis beginning September 1 of each year and ending August 31 of the
following year.
ARTICLE IX.
DIVIDENDS
SECTION 1. Dividends. The Board of Directors, from time to time, may
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its Articles of
Incorporation.
<PAGE>
ARTICLE X.
WAIVER OF NOTICE
SECTION 1. Waiver of Notice. Whenever any notice is required to be given
under the provisions of the statutes or of the Articles of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE XI.
AMENDMENTS
SECTION 1. Amendments. Except where otherwise specifically noted, these
Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any
meeting of the Board of Directors of the Corporation by a majority vote of the
directors present at the meeting.
Number SHARES
FBU
COMMON STOCK THIS CERTIFICATE IS
TRANSFERABLE IN THE CITIES OF
NEW YORK OR BOSTON
PAR VALUE
CUSIP 723686 10 1
$1.00 PER SHARE
PIONEER HI-BRED INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF IOWA
This Certifies that
S P E C I M E N See Reverse for Certain Definitions
is the owner of
FULL PAID AND NON-ASSESSBLE SHARES OF THE COMMON STOCK OF
Pioneer Hi-Bred Pioneer Hi-Bred International, Inc., transferable on the
books of the Corporation by the
International, Inc. holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed. This
Corporate Seal Certificate is not valid until countersigned by the
Transfer Agent and Registered by the Registrar
Des Moines, IA Witness the seal of said Corporation and the signatures
of its duly authorized officers.
Dated:
/s/ Charles S. Johnson COUNTERSIGNED AND REGISTERED:
President THE FIRST NATIONAL BANK OF BOSTON
/s/ Jerry L. Chicoine TRANSFER AGENT AND REGISTRAR.
Secretary BY: /s/ Mary Penezic
AUTHORIZED SIGNATURE
<PAGE>
This certificate also evidences and entitles the holder hereof the
certain rights as set forth in a Rights Agreement between Pioneer Hi-Bred
International, Inc. and the First National Bank of Boston (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive officers of Pioneer
Hi-Bred International, Inc. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. Pioneer Hi-Bred International,
Inc. will mail to the holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request therefor. As described in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) shall become null and void.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT _____Custodian________
TEN ENT - as tenants by the entireties (cust) (Minor)
under Uniform Gifts to Minors
JT Ten - as joint tenants with right of Act____________________
survivorship and not as tenants (State)
in common
Additional abbreviations may also be used though not in the above
list.
For value received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE.
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
________________________________________________________________________________
________________________________________________________________________________
____________________________________Shares of the capital stock represented by
the within Certificate and do hereby irrevocably constitute and appoint______
____________________Attorney to transfer the said stock on the books of the
within named Corporation with full power of substitution in the premises.
Dated_______________
______________________________
Pioneer Hi-Bred International, Inc.
400 Locust Street
700 Capital Square
Des Moines, IA 50309
Re: Registration Statement on Form S-8 for 3,000,000 Shares of
Common Stock
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Pioneer Hi-Bred International Inc., an
Iowa corporation (the "Company"), with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 3,000,000 shares of the Company's Common Stock, par
value $1 per share (the "Common Stock"), reserved for issuance under the Pioneer
Hi-Bred International, Inc. Stock Option Plan (the "Plan").
As Corporate Counsel for the Company, I have examined the Company's
Certificate of Incorporation and Bylaws and the records of certain corporate
proceedings and actions taken by the Company in connection with the Plan.
Based upon the foregoing and in reliance thereon, I am of the opinion
that the shares of Common Stock being offered under the Plans, when issued, in
accordance with the provisions of the plans, will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
William J. DeMeulenaere
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Pioneer Hi-Bred International, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
Des Moines, Iowa
July 26, 1996
