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.
DIRECTORS' RESTRICTED STOCK 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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount to be offering price aggregate Amount of
securities per
to be registered registered (1) share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock
Par value $1 25,000 $67.25 (2) $1,681,250 $509.47
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(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)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 December 16, 1996 on the New York Stock Exchange.
</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 Directors' Restricted Stock 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, 1996, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934;
(ii) 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;
(iii) 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
(iv) The description of the Preferred Share Purchase Rights
attached to Common Stock contained in the Company's Registration
Statement on Form 8A/A-1 (Registration Statement No. 001-11551), filed
December 17, 1996, 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.
<PAGE>
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.
<PAGE>
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;
<PAGE>
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.
<PAGE>
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. Directors' Restricted Stock
Plan.
4.2 Articles of Incorporation of the Company, as
amended, as presently in effect (incorporated by
reference to Exhibit 4.3 of the Company's Form S-8
Registration Statement, filed July 26, 1996, file No.
333-08297).
.
4.3 Bylaws of the Company, as amended, as presently in effect.
(incorporated by reference to Exhibit 4.3 of the Company's Form
S-8 Registration Statement, filed July 26, 1996, file No.
333-08297).
4.4 Amended and Restated Rights Agreement dated December 13, 1996
(incorporated by reference to Exhibit 1 to the Company's Form
8A/A filed December 17, 1996, file No. 001-11551).
4.5 Specimen of the Company's Common Stock
(incorporated by reference to Exhibit 4.3 of the
Company's Form S-8 Registration Statement, filed
July 26, 1996, file No. 333-08297).
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).
<PAGE>
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.
<PAGE>
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 18th
day of December, 1996.
PIONEER HI-BRED INTERNATIONAL, INC.
Registrant
By: /s/ Jerry L. Chicoine
--------------------------------------------
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.
<TABLE>
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Signature Title Date
<S> <C> <C>
/s/Charles S. Johnson
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Charles S. Johnson President
and Chief Executive Officer/Director December 19, 1996
/s/ Jerry L Chicoine
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Jerry L. Chicoine Senior Vice President
and Chief Financial Officer December 19, 1996
/s/ Brian G. Hart
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Brian G. Hart Vice President
and Corporate Controller December 19, 1996
/s/ Thomas N. Urban
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Thomas N. Urban Director December 19, 1996
/s/ Dr. Owen J. Newlin
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Dr. Owen J. Newlin Director December 19, 1996
/s/ Nancy Y. Bekavac
- ----------------------------
Nancy Y. Bekavac Director December 19, 1996
/s/ C. Robert Brenton
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C. Robert Brenton Director December 19, 1996
/s/ Dr. Pedro M. Cuatrecasas
- ----------------------------
Dr. Pedro M. Cuatrecasas Director December 19, 1996
/s/ Fred S. Hubbell
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Fred S. Hubbell Director December 19, 1996
/s/ Luiz Kaufmann
- ----------------------------
Luiz Kaufmann Director December 19, 1996
/s/ Dr. F. Warren McFarlan
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Dr. F. Warren McFarlan Director December 19, 1996
/s/ Dr. Virginia Walbot
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Dr. Virginia Walbot Director December 19, 1996
/s/ H. Scott Wallace
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H. Scott Wallace Director December 19, 1996
/s/ Fred W. Weitz
- ----------------------------
Fred W. Weitz Director December 19, 1996
/s/ Herman H.F. Wijffels
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Herman H.F. Wijffels Director December 19, 1996
</TABLE>
<PAGE>
Pioneer Hi-Bred International, Inc.
400 Locust Street
700 Capital Square
Des Moines, IA 50309
Re: Registration Statement on Form S-8 for 25,000 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 25,000 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. Director Stock Program (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.
/s/ William J. DeMeulenaere
---------------------------
William J. DeMeulenaere
<PAGE>
INDEPENDENT AUDITORS CONCENT
The Board of Directors
Pioneer Hi-Bred International, Inc.
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick
---------------------
Des Moines, Iowa KPMG Peat Marwick
December 18, 1996
<PAGE>
PIONEER HI-BRED INTERNATIONAL, INC.
DIRECTORS' RESTRICTED STOCK PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment. Pioneer Hi-Bred International, Inc. hereby
establishes a stock reward plan for eligible Directors, as described herein,
which shall be known as the PIONEER HI-BRED INTERNATIONAL, INC. DIRECTORS'
RESTRICTED STOCK PLAN (hereinafter called the "Plan").
1.2 Purpose. The purpose of this Plan is to align the interests of
Directors with the long-term interest of shareholders through the ownership and
retention of Company stock.
SECTION 2. DEFINITIONS
Whenever used herein, the following terms shall have the meanings set forth
below:
(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 action
in concert, other than (A) the Company 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 Company, 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 Directors of the Company
without recommendation of such Board of Directors. The ownership of record of
25% or more in number of any class of the then outstanding voting securities of
the Company 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 or any successor Committee.
(d) "Company" means Pioneer Hi-Bred International, Inc.,
an Iowa corporation.
(e) "Fair Market Value" of a share of Common Stock of the Company
shall mean the average of the highest and lowest selling prices.
(f) "Participant" means those Directors eligible under Section
4.
(g) "Plan" means the Pioneer Hi-Bred International, Inc.
Directors' Restricted Stock Plan, as amended from time to time.
(h) "Restricted Stock" means the common stock, $1.00 par
value, of Pioneer Hi-Bred International, Inc. which is issued or granted
pursuant to the Plan.
(i) "Shares" means the common stock, $1 par value, of the
Company.
SECTION 3. ADMINISTRATION
3.1 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.
SECTION 4. ELIGIBILITY
To be eligible to participate in the Plan an individual must be a non-employee
Director of the Company.
SECTION 5. GRANT
The Program shall be operated according to the procedures set forth below:
(a) Eligible Cash Compensation. A Participant may elect to defer
all or any part of the annual retainer compensation and regular quarterly
meeting fees otherwise expected to be payable for services to be rendered by the
Participant for serving on the Board of Directors (the "Board") from January 1,
1997 through December 31, 1999 (such payments collectively to be referred to
herein as the "Director's Fee") and to receive in lieu thereof Restricted Stock.
(b) Election to Participant. A Participant shall elect
participation in the Program pursuant to an irrevocable election before the
services are rendered giving rise to the payment of the Director's Fee.
(c) Duration of Restriction. Subject to the provisions of Article
III, the Restricted Stock issued to a Participant shall be subject to the
restrictions of the Program until December 31, 1999.
(d) Calculation of Restricted Stock. The Restricted Stock which
shall be issued to a Participant in lieu of payment of a Director's Fee shall be
derived by dividing the amount of the Participant's Director's Fee otherwise
expected to be payable to the Participant prior to January 1, 2000 but after
December 31, 1996, plus an additional five percent (5%), by the Fair Market
Value of a Share on December 31, 1996; provided, however, for a Participant
first elected to the Board after January 1, 1997, the Fair Market Value of a
Share shall be determined on December 31 immediately preceding the Participant's
participation in the Program. There will be no fractional shares. The number of
shares granted will be the number of shares derived above rounded up or down to
the nearest whole number.
<PAGE>
SECTION 6. STOCK SUBJECT TO THE PLAN
6.1 Number. The total number of Shares that may be granted under the
Plan shall not exceed 25,000. 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.
6.2 Reacquired Shares. If, at any time, Shares issued pursuant to the
Plan shall have been reacquired by the Company in connection with the
restrictions herein imposed on such shares, such reacquired Shares again shall
become available for issuance under the Plan at any time prior to its
termination.
6.3 Adjustment in Capitalization. In the event of any change in the
outstanding Shares of the Company by reason of a stock dividend, stock split,
recapitalization, merger, consolidation, combination, or exchange of shares or
other similar corporate change, the aggregate number and kind of Shares issuable
under this Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.
SECTION 7. SHARES OF RESTRICTED STOCK
7.1 Grant of Shares of Restricted Stock. Awards of Restricted
Stock to Participants shall be granted under an irrevocable election by
Participants.
7.2 Transferability. The shares of Restricted Stock granted to a
Participant may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated as long as the shares are subject to forfeiture or
other conditions as provided in the Plan.
7.3 Removal of Restrictions.
(A) Vesting of Restricted Stock.
(i) Unless earlier forfeited, as to a number of shares
of Restricted Stock derived by dividing one by the number of years of Director's
Fee representative of the annual retainer compensation deferred by the
Participant, the restrictions applicable to the Restricted Stock issued for the
benefit of the Participant shall lapse and the Participant shall be entitled to
the delivery of a stock certificate or certificates on December 31st of each
year if Participant is then a Director of the Company.
(ii) Unless earlier forfeited, as to one-twelfth (or such
applicable fraction to reflect the deferral) of shares of Restricted Stock
representative of the regular quarterly meeting fees of the Director's Fee
deferred by the Participant, the restrictions applicable to the Restricted Stock
issued for the benefit of the Participant shall lapse upon the occurrence of a
regular quarterly meeting and attendance by the Participant, and the Participant
shall be entitled to the delivery of a stock certificate or certificates for
such shares; provided, however, the Company will not, unless otherwise
requested, issue such certificate(s) until December 31st of each year.
<PAGE>
(iii) Unless earlier forfeited, as to a prorata number
of shares of Restricted Stock which would otherwise vest in a calendar year of
the Program pursuant to Article III (A)(i) or (ii), the restrictions applicable
to the Restricted Stock issued for the benefit of the Participant shall lapse
and the Participant shall be entitled to the delivery of a stock certificate or
certificates upon the occurrence of any of the following:
(a) The date of the Participant's death or disability;
(b) The end of the Participant's term for which elected,
if not then re-elected;
(c) Upon the mandatory retirement of the Participant from
the Board; or
(d) Upon the occurrence of a Change in Control.
(B) Forfeiture of Restricted Stock. Except as to shares of Restricted
Stock earlier vested, the Restricted Stock issued to the Participant shall be
entirely forfeited if:
(i) The Participant resigns (other than by reason of
disability) or is dismissed for cause from the Board during the
Participant's elected term; or
(ii) The Participant refuses to stand for an election
to the Board after having been nominated by the Board; or
(iii) As to one-twelfth of the shares of Restricted
Stock awarded to a Participant representative of regular quarterly meeting fees
multiplied by the number of regular quarterly meetings of the Board unattended
by the Participant occurring in the preceding calendar year shall be identified
and forfeited on December 31 of each year.
For purposes of Section 7.3 (B)(i) above, a Participant shall be considered to
have been dismissed for cause if, and only if, the Participant is dismissed on
account of any act of (a) fraud or intentional misrepresentation, or (b)
embezzlement, misappropriation or conversion of assets or opportunities of the
Company or any direct or indirect majority-owned subsidiary of the Company.
7.4 Legends and Escrow. In addition to any other legends or
restrictions, the Company specifically reserves the right to place on each
certificate or account representing shares of Restricted Stock a legend as
follows:
<PAGE>
"The sales or other transfer of shares of stock represented by
this certificate (account), whether voluntary, involuntary, or by
operation of law, is subject to the restrictions on transfer and
forfeiture conditions (which include the satisfaction of certain service
requirements) set forth in the Pioneer Hi-Bred International, Inc.
Directors' Restricted Stock Plan. A copy of such plan and agreement may
be inspected at the offices of the Secretary of the Company."
All shares of Restricted Stock shall be held by the Committee in escrow on
behalf of the Participant awarded such shares, together with a Power of Attorney
executed by the Participant, in form satisfactory to the Committee and
authorizing the Company to transfer such shares as provided in the Restricted
Stock Agreement, until such time as all restrictions imposed on such shares
pursuant to the Plan and the Restricted Stock Agreement have expired or been
earlier terminated.
7.5 Waiver at the Committee's Discretion. Notwithstanding the above, the
Committee also may waive all restrictions on shares of Restricted Stock at any
time, in its sole discretion. The shares released from such restrictions
pursuant to this Section 7.5 thereafter shall be freely transferable by the
Participant, subject to any applicable legal requirements.
7.6 Voting Rights. For shares not forfeited, Participants shall have
full voting rights with respect to shares of Restricted Stock.
7.7 Dividend Rights. For shares not forfeited, except as the Committee
may otherwise determine, Participants shall have full dividend rights with any
such dividends being paid currently. If all or part of a dividend is paid in
shares of stock, the dividend shares shall be subject to the same restrictions
on transferability as the shares of Restricted Stock that are the basis for the
dividend.
SECTION 8. AMENDMENT AND TERMINATION
8.1 Amendment. This Plan may be amended by the Board.
8.2 Termination. The Company reserves the right to terminate the Plan
at any time by action of the Board.
8.3 Existing Restrictions. Neither amendment nor termination of this
Plan shall affect any shares previously issued or any restrictions previously
issued or any restrictions previously imposed on such shares pursuant to this
Plan.
SECTION 9 - MISCELLANEOUS
9.1 No Contract of Employment. Nothing in this Plan shall be
construed as a contract of Board representation between the Company and any
Participant.
9.2 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.
<PAGE>
9.3 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:/s/ Charles S. Johnson
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Charles S. Johnson
President and CEO
/s/ Jerry L. Chicoine
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Jerry L. Chicoine
Secretary
