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February 15, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: FILING: SECOND AMENDED EXHIBIT 27
Dear Sir or Madam:
Transmitted herewith through the EDGAR system is an
amendment to the previously amended Exhibit 27 for the
quarter ended October 2, 1994 for Precision Castparts Corp.
with exhibit index and signature page.
If you have any questions or comments, please contact me at
(503) 653-4843.
Very truly yours,
PRECISION CASTPARTS CORP.
Karen K. Clark
Corporate Controller
KKC/jel
ADMINCTR/4842
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Item 6. Exhibits and Reports on Form 8-K
Item 6.(a) Exhibits
EXHIBIT (10)A
Precision Castparts Corp.1994 Stock Incentive
Plan
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APPENDIX A
PRECISION CASTPARTS CORP.
1994 STOCK INCENTIVE PLAN
1. Purpose. The purpose of this 1994 Stock Incentive
Plan (the "Plan") of Precision Castparts Corp. (the "Company")
is to encourage selected employees of the Company and its
subsidiaries who are in a position to influence the financial
success of the Company or of its subsidiaries to acquire a
proprietary interest in the Company and to give them added
incentive to advance the interests of the Company, through an
opportunity to share in its profits and growth.
2. Shares Subject to the Plan. Subject to adjustment as
provided below and in paragraph 12, the shares to be offered
under the Plan shall consist of Common Stock of the Company,
and the total number of shares of Common Stock that may be
issued under the Plan shall not exceed 1,032,078 shares, plus
any shares that are subject to options granted under the
Company's 1984 Stock Incentive Plan (the "1984 Plan") which
are outstanding on May 16, 1994 and which options expire,
terminate or are cancelled under such plan after May 16, 1994.
The shares issued under the Plan may be authorized and unissued
shares or reacquired shares. If an option or stock
appreciation right granted under the Plan expires, terminates
or is cancelled, the unissued shares subject to such option or
stock appreciation right shall again be available under the
Plan. If shares sold or awarded as a bonus under the Plan are
forfeited to the Company or repurchased by the Company, the
number of shares forfeited or repurchased shall again be
available under the Plan.
3. Effective Date and Duration of Plan.
(a) Effective Date. The Plan shall become effective
as of May 18, 1994. No option or stock appreciation right
granted under the Plan to an officer who is subject to
Section 16(b) of the Securities Exchange Act of 1934, as
amended (an "Officer") or a director shall become exercisable,
however, until the Plan is approved by the affirmative vote of
the holders of a majority of the shares of Common Stock
represented at a shareholders meeting at which a quorum is
present and any such awards under the Plan prior to such
approval shall be conditioned on and subject to such approval.
Subject to this limitation, options and stock appreciation
rights may be granted and shares may be awarded as bonuses or
sold under the Plan at any time after the effective date and
before termination of the Plan.
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(b) Duration. The Plan shall continue in effect
until all shares available for issuance under the Plan have
been issued and all restrictions on such shares have lapsed.
The Board of Directors may suspend or terminate the Plan at any
time except with respect to options and shares subject to
restrictions then outstanding under the Plan. Termination
shall not affect any outstanding options, any right of the
Company to repurchase shares or the forfeitability of shares
issued under the Plan.
4. Administration.
(a) Board of Directors. The Plan shall be
administered by the Board of Directors of the Company, which
shall determine and designate from time to time the individuals
to whom awards shall be made, the amount of the awards and the
other terms and conditions of the awards. Subject to the
provisions of the Plan, the Board of Directors may from time to
time adopt and amend rules and regulations relating to
administration of the Plan, advance the lapse of any waiting
period, accelerate any exercise date, waive or modify any
restriction applicable to shares (except those restrictions
imposed by law) and make all other determinations in the
judgment of the Board of Directors necessary or desirable for
the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related
agreements by the Board of Directors shall be final and
conclusive. The Board of Directors may correct any defect or
supply any omission or reconcile any inconsistency in the Plan
or in any related agreement in the manner and to the extent it
shall deem expedient to carry the Plan into effect, and it
shall be the sole and final judge of such expediency.
(b) Committee. The Board of Directors may delegate
to a committee of the Board of Directors or specified officers
of the Company, or both (the "Committee") any or all authority
for administration of the Plan. If authority is delegated to a
Committee, all references to the Board of Directors in the Plan
shall mean and relate to the Committee except (i) as otherwise
provided by the Board of Directors, (ii) that only the Board of
Directors may amend or terminate the Plan as provided in
paragraphs 3 and 15 and (iii) that a Committee including
officers of the Company shall not be permitted to grant options
to persons who are officers of the Company. If awards are to
be made under the Plan to Officers or directors, authority for
selection of Officers and directors for participation and
decisions concerning the timing, pricing and amount of a grant
or award, if not determined under a formula meeting the
requirements of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, shall be delegated to a committee consisting
of two or more disinterested directors.
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(c) Indemnification of Committee. In addition to
such other rights of indemnification as they may have as
officers or directors or as members of the Committee, the
members of the Committee shall be indemnified by the Company
against the reasonable expenses, including attorneys' fees
actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or
in connection with the Plan or any option granted thereunder,
and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the
performance of his duties; provided that within sixty (60) days
after institution of any such action, suit or proceeding a
Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
5. Types of Awards; Eligibility. The Board of Directors
may, from time to time, take the following action, separately
or in combination, under the Plan: (i) grant Incentive Stock
Options, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), as provided in paragraphs
6(a) and 6(b); (ii) grant options other than Incentive Stock
Options ("Non-Statutory Stock Options") as provided in
paragraphs 6(a) and 6(c); (iii) award stock bonuses as provided
in paragraph 7; (iv) sell shares subject to restrictions as
provided in paragraph 8; (v) grant stock appreciation rights as
provided in paragraph 9; (vi) grant cash bonus rights as
provided in paragraph 10; and (vii) grant foreign qualified
awards as provided in paragraph 11. Any such awards may be
made to salaried key employees of the Company or any subsidiary
of the Company, including employees who are officers or
directors, who have substantial responsibility in the direction
and management of the Company or any of its subsidiaries or
divisions. The Board of Directors shall select the individuals
to whom awards shall be made and shall specify the action taken
with respect to each individual to whom an award is made. At
the discretion of the Board of Directors, an individual may be
given an election to surrender an award in exchange for the
grant of a new award. No individual may be granted options or
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stock appreciation rights under the Plan for more than 100,000
shares of Common Stock in any calendar year.
6. Option Grants.
(a) General Rules Relating to Options.
(i) Terms of Grant. The Board of Directors may
grant options under the Plan. With respect to each option
grant, the Board of Directors shall determine the number
of shares subject to the option, the option price, the
period of the option, the time or times at which the
option may be exercised and whether the option is an
Incentive Stock Option or a Non-Statutory Stock Option.
At the time of the grant of an option or at any time
thereafter, the Board of Directors may provide that an
optionee who exercised an option with Common Stock of the
Company shall automatically receive a new option to
purchase additional shares equal to the number of shares
surrendered and may specify the terms and conditions of
such new options.
(ii) Exercise of Options. Except as provided
in paragraph 6(a)(iv) or as determined by the Board of
Directors, no option granted under the Plan may be
exercised unless at the time of such exercise the optionee
is employed by the Company or any subsidiary of the
Company and shall have been so employed continuously since
the date such option was granted. Absence on leave or on
account of illness or disability under rules established
by the Board of Directors shall not, however, be deemed an
interruption of employment for this purpose. Unless
otherwise determined by the Board of Directors, vesting of
options shall not continue during an absence on leave
(including an extended illness) or on account of
disability. Except as provided in paragraphs 6(a)(iv), 12
and 14, options granted under the Plan may be exercised
from time to time over the period stated in each option in
such amounts and at such times as shall be prescribed by
the Board of Directors, provided that options shall not be
exercised for fractional shares. Unless otherwise
determined by the Board of Directors, if the optionee does
not exercise an option in any one year with respect to the
full number of shares to which the optionee is entitled in
that year, the optionee's rights shall be cumulative and
the optionee may purchase those shares in any subsequent
year during the term of the option. Unless otherwise
determined by the Board of Directors, if an Officer
exercises an option within six months of the grant of the
option, the shares acquired upon exercise of the option
may not be sold until six months after the date of grant
of the option.
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(iii) Nontransferability. Each Incentive Stock
Option and, unless otherwise determined by the Board of
Directors with respect to an option granted to a person
who is neither an Officer nor a director of the Company,
each other option granted under the Plan by its terms
shall be nonassignable and nontransferable by the
optionee, either voluntarily or by operation of law,
except by will or by the laws of descent and distribution
of the state or country of the optionee's domicile at the
time of death, and each option by its terms shall be
exercisable during the optionee's lifetime only by the
optionee.
(iv) Termination of Employment.
(A) General Rule. Unless otherwise
determined by the Board of Directors, in the event
the employment of the optionee with the Company or a
subsidiary terminates for any reason other than
because of physical disability, death or, in the case
of Nonstatutory Stock Options, retirement, as
provided in subparagraphs 6(a)(iv)(B), (C) and (D),
the option may be exercised at any time prior to the
expiration date of the option or the expiration of
three months (six months in the case of Nonstatutory
Stock Options) after the date of such termination,
whichever is the shorter period, but only if and to
the extent the optionee was entitled to exercise the
option at the date of such termination.
(B) Termination Because of Total
Disability. Unless otherwise determined by the Board
of Directors, in the event of the termination of
employment because of total disability, the option
may be exercised at any time prior to the expiration
date of the option or the expiration of three months
after the date of such termination (six months in the
case of Nonstatutory Stock Options), whichever is the
shorter period, but only if and to the extent the
optionee was entitled to exercise the option at the
date of such termination. The term "total
disability" means a mental or physical impairment
which is expected to result in death or which has
lasted or is expected to last for a continuous period
of 12 months or more and which causes the optionee to
be unable, in the opinion of the Company and two
independent physicians, to perform his or her duties
as an employee of the Company and to be engaged in
any substantial gainful activity. Total disability
shall be deemed to have occurred on the first day
after the Company and the two independent physicians
have furnished their opinion of total disability to
the Company.
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(C) Termination Because of Death.
Unless otherwise determined by the Board of
Directors, in the event of the death of an optionee
while employed by the Company or a subsidiary, the
option may be exercised at any time prior to the
expiration date of the option or the expiration of 12
months after the date of death, whichever is the
shorter period, but only if and to the extent the
optionee was entitled to exercise the option at the
date of death and only by the person or persons to
whom such optionee's rights under the option shall
pass by the optionee's will or by the laws of descent
and distribution of the state or country of domicile
at the time of death.
(D) Termination Upon Retirement at
Normal Retirement Age or at Bona Fide early
Retirement. In the event the employment of an
optionee by the Company or by any subsidiary of the
Company is terminated by retirement at normal
retirement age as defined under the provisions of the
Company's Retirement Plan or under conditions of bona
fide early retirement, any Non-Statutory Stock Option
may be exercised at any time prior to its expiration
date or the expiration of twelve months after the
date of such termination of employment, whichever is
the shorter period, but only if and to the extent the
optionee was entitled to exercise the option on the
date of such termination.
(E) Amendment of Exercise Period
Applicable to Termination. The Board of Directors,
at the time of grant or at any time thereafter, may
extend the 3-month, 6-month and 12-month exercise
periods any length of time not longer than the
original expiration date of the option, and may
increase the portion of an option that is
exercisable, subject to such terms and conditions as
the Board of Directors may determine.
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(F) Failure to Exercise Option. To the
extent that the option of any deceased optionee or of any
optionee whose employment terminates is not exercised
within the applicable period, all further rights to
purchase shares pursuant to such option shall cease and
terminate.
(v) Purchase of Shares. Unless the Board of
Directors determines otherwise, shares may be acquired
pursuant to an option granted under the Plan only upon
receipt by the Company of notice in writing from the
optionee of the optionee's intention to exercise,
specifying the date the option being exercised was
granted, the number of shares as to which the optionee
desires to exercise the option, and the date on which the
optionee desires to complete the transaction, and if
required in order to comply with the Securities Act of
1933, as amended, containing a representation that it is
the optionee's present intention to acquire the shares for
investment and not with a view to distribution. Unless
the Board of Directors determines otherwise, on or before
the date specified for completion of the purchase of
shares pursuant to an option, the optionee must have paid
the Company the full purchase price of such shares in cash
(including, with the consent of the Board of Directors,
cash that may be the proceeds of a loan from the Company)
or, with the consent of the Board of Directors, in whole
or in part, in Common Stock of the Company valued at fair
market value, restricted stock, promissory notes and other
forms of consideration. The fair market value of Common
Stock provided in payment of the purchase price shall be
the closing price of the Common Stock as reported in The
Wall Street Journal on the trading day preceding the date
the option is exercised, or such other reported value of
the Common Stock as shall be specified by the Board of
Directors. No shares shall be issued until full payment
for the shares has been made. With the consent of the
Board of Directors, an optionee may request the Company to
apply automatically the shares to be received upon the
exercise of a portion of a stock option (even though stock
certificates have not yet been issued) to satisfy the
purchase price for additional portions of the option.
Each optionee who has exercised an option shall
immediately upon notification of the amount due, if any,
pay to the Company in cash amounts necessary to satisfy
any applicable federal, state and local tax withholding
requirements. If additional withholding is or becomes
required beyond any amount deposited before delivery of
the certificates, the optionee shall pay such amount to
the Company on demand. If the optionee fails to pay the
amount demanded, the Company may withhold that amount from
other amounts payable by the Company to the optionee,
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including salary, subject to applicable law. With the
consent of the Board of Directors an optionee may satisfy
this obligation, in whole or in part, by having the
Company withhold from the shares to be issued upon the
exercise that number of shares that would satisfy the
withholding amount due or by delivering to the Company
Common Stock to satisfy the withholding amount. Upon the
exercise of an option, the number of shares reserved for
issuance under the Plan shall be reduced by the number of
shares issued upon exercise of the option, less the number
of shares surrendered in payment of the option exercise or
surrendered or withheld to satisfy withholding
obligations.
(b) Incentive Stock Options. Incentive Stock
Options shall be subject to the following additional terms and
conditions:
(i) Limitation on Amount of Grants. No
employee may be granted Incentive Stock Options under the
Plan if the aggregate fair market value, on the date of
grant, of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by that
employee during any calendar year under the Plan and under
any other incentive stock option plan (within the meaning
of Section 422 of the Code) of the Company or any parent
or subsidiary of the Company exceeds $100,000.
(ii) Limitations on Grants to 10 Percent
Shareholders. An Incentive Stock Option may be granted
under the Plan to an employee possessing more than
10 percent of the total combined voting power of all
classes of stock of the Company or of any parent or
subsidiary of the Company only if the option price is at
least 110 percent of the fair market value of the Common
Stock subject to the option on the date it is granted, as
described in paragraph 6(b)(iv), and the option by its
terms is not exercisable after the expiration of five
years from the date it is granted.
(iii) Duration of Options. Subject to
paragraphs 6(a)(ii) and 6(b)(ii), Incentive Stock Options
granted under the Plan shall continue in effect for the
period fixed by the Board of Directors, except that no
Incentive Stock Option shall be exercisable after the
expiration of 10 years from the date it is granted.
(iv) Option Price. The option price per share
shall be determined by the Board of Directors at the time
of grant. Except as provided in paragraph 6(b)(ii), the
option price shall not be less than 100 percent of the
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fair market value of the Common Stock covered by the
Incentive Stock Option at the date the option is granted.
The fair market value shall be the closing price of the
Common Stock as reported in The Wall Street Journal on the
day preceding the date the option is granted, or if there
has been no sale on that date, on the last preceding date
on which a sale occurred, or such other value of the
Common Stock as shall be specified by the Board of
Directors.
(v) Limitation on Time of Grant. No Incentive
Stock Option shall be granted on or after the tenth
anniversary of the effective date of the Plan.
(vi) Conversion of Incentive Stock Options.
The Board of Directors may at any time without the consent
of the optionee convert an Incentive Stock Option to a
Non-Statutory Stock Option.
(c) Non-Statutory Stock Options. Non-Statutory
Stock Options shall be subject to the following terms and
conditions:
(i) Option Price. The option price for
Non-Statutory Stock Options shall be determined by the
Board of Directors at the time of grant and may be any
amount determined by the Board of Directors.
(ii) Duration of Options. Non-Statutory Stock
Options granted under the Plan shall continue in effect
for the period fixed by the Board of Directors.
7. Stock Bonuses. The Board of Directors may award
shares under the Plan as stock bonuses. Shares awarded as a
bonus shall be subject to the terms, conditions, and
restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning
transferability and forfeiture of the shares awarded, together
with such other restrictions as may be determined by the Board
of Directors. If shares are subject to forfeiture, all
dividends or other distributions paid by the Company with
respect to the shares shall be retained by the Company until
the shares are no longer subject to forfeiture, at which time
all accumulated amounts shall be paid to the recipient. The
Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the
recipient to pay any monetary consideration other than amounts
necessary to satisfy tax withholding requirements. The
agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of
Directors. The certificates representing the shares awarded
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shall bear any legends required by the Board of Directors.
Unless otherwise determined by the Board of Directors, shares
awarded as a stock bonus to an Officer may not be sold until
six months after the date of the award. The Company may
require any recipient of a stock bonus to pay to the Company in
cash upon demand amounts necessary to satisfy any applicable
federal, state or local tax withholding requirements. If the
recipient fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company
to the recipient, including salary, subject to applicable law.
With the consent of the Board of Directors, a recipient may
deliver Common Stock to the Company to satisfy this withholding
obligation. Upon the issuance of a stock bonus, the number of
shares reserved for issuance under the Plan shall be reduced by
the number of shares issued, less the number of shares
surrendered or withheld to satisfy withholding obligations.
8. Restricted Stock. The Board of Directors may issue
shares under the Plan for such consideration (including
promissory notes and services) as determined by the Board of
Directors. Shares issued under the Plan shall be subject to
the terms, conditions and restrictions determined by the Board
of Directors. The restrictions may include restrictions
concerning transferability, repurchase by the Company and
forfeiture of the shares issued, together with such other
restrictions as may be determined by the Board of Directors.
If shares are subject to forfeiture or repurchase by the
Company, all dividends or other distributions paid by the
Company with respect to the shares shall be retained by the
Company until the shares are no longer subject to forfeiture or
repurchase, at which time all accumulated amounts shall be paid
to the recipient. All Common Stock issued pursuant to this
paragraph 8 shall be subject to a purchase agreement, which
shall be executed by the Company and the prospective recipient
of the shares prior to the delivery of certificates
representing such shares to the recipient. The purchase
agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of
Directors. The certificates representing the shares shall bear
any legends required by the Board of Directors. Unless
otherwise determined by the Board of Directors, shares issued
under this paragraph 8 to an Officer may not be sold until six
months after the shares are issued. The Company may require
any purchaser of restricted stock to pay to the Company in cash
upon demand amounts necessary to satisfy any applicable
federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company
to the purchaser, including salary, subject to applicable law.
With the consent of the Board of Directors, a purchaser may
deliver Common Stock to the Company to satisfy this withholding
obligation. Upon the issuance of restricted stock, the number
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of shares reserved for issuance under the Plan shall be reduced
by the number of shares issued, less the number of shares
surrendered in payment of the restricted stock or surrendered
or withheld to satisfy withholding obligations.
9. Stock Appreciation Rights.
(a) Grant. Stock appreciation rights may be granted
under the Plan by the Board of Directors, subject to such
rules, terms, and conditions as the Board of Directors
prescribes.
(b) Exercise.
(i) Each stock appreciation right shall entitle
the holder, upon exercise, to receive from the Company in
exchange therefor an amount equal in value to the excess
of the fair market value on the date of exercise of one
share of Common Stock of the Company over its fair market
value on the date of grant (or, in the case of a stock
appreciation right granted in connection with an option,
the excess of the fair market value of one share of Common
Stock of the Company over the option price per share under
the option to which the stock appreciation right relates),
multiplied by the number of shares covered by the stock
appreciation right or the option, or portion thereof, that
is surrendered. No stock appreciation right shall be
exercisable at a time that the amount determined under
this subparagraph is negative. Payment by the Company
upon exercise of a stock appreciation right may be made in
Common Stock valued at fair market value, in cash, or
partly in Common Stock and partly in cash, all as
determined by the Board of Directors.
(ii) A stock appreciation right shall be
exercisable only at the time or times established by the
Board of Directors. If a stock appreciation right is
granted in connection with an option, the following rules
shall apply: (1) the stock appreciation right shall be
exercisable only to the extent and on the same conditions
that the related option could be exercised; (2) upon
exercise of the stock appreciation right, the option or
portion thereof to which the stock appreciation right
relates terminates; and (3) upon exercise of the option,
the related stock appreciation right or portion thereof
terminates. Unless otherwise determined by the Board of
Directors, no stock appreciation right granted to an
Officer or director may be exercised during the first
six months following the date it is granted.
(iii) The Board of Directors may withdraw any
stock appreciation right granted under the Plan at any
time and may impose any conditions upon the exercise of a
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stock appreciation right or adopt rules and regulations
from time to time affecting the rights of holders of stock
appreciation rights. Such rules and regulations may
govern the right to exercise stock appreciation rights
granted prior to adoption or amendment of such rules and
regulations as well as stock appreciation rights granted
thereafter.
(iv) For purposes of this paragraph 9, the fair
market value of the Common Stock shall be the closing
price of the Common Stock as reported in The Wall Street
Journal, or such other reported value of the Common Stock
as shall be specified by the Board of Directors, on the
trading day preceding the date the stock appreciation
right is exercised.
(v) No fractional shares shall be issued upon
exercise of a stock appreciation right. In lieu thereof,
cash may be paid in an amount equal to the value of the
fraction or, if the Board of Directors shall determine,
the number of shares may be rounded downward to the next
whole share.
(vi) Each stock appreciation right granted in
connection with an Incentive Stock Option, and unless
otherwise determined by the Board of Directors with
respect to a stock appreciation right granted to a person
who is neither an Officer nor a director of the Company,
each other stock appreciation right granted under the Plan
by its terms shall be nonassignable and nontransferable by
the holder, either voluntarily or by operation of law,
except by will or by the laws of descent and distribution
of the state or country of the holder's domicile at the
time of death, and each stock appreciation right by its
terms shall be exercisable during the holder's lifetime
only by the holder.
(vii) Each participant who has exercised a
stock appreciation right shall, upon notification of the
amount due, pay to the Company in cash amounts necessary
to satisfy any applicable federal, state and local tax
withholding requirements. If the participant fails to pay
the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the
participant including salary, subject to applicable law.
With the consent of the Board of Directors a participant
may satisfy this obligation, in whole or in part, by
having the Company withhold from any shares to be issued
upon the exercise that number of shares that would satisfy
the withholding amount due or by delivering Common Stock
to the Company to satisfy the withholding amount.
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(viii) Upon the exercise of a stock
appreciation right for shares, the number of shares
reserved for issuance under the Plan shall be reduced by
the number of shares issued, less the number of shares
surrendered or withheld to satisfy withholding
obligations. Cash payments of stock appreciation rights
shall not reduce the number of shares of Common Stock
reserved for issuance under the Plan.
10. Cash Bonus Rights.
(a) Grant. The Board of Directors may grant cash
bonus rights under the Plan in connection with (i) options
granted or previously granted, (ii) stock appreciation rights
granted or previously granted, (iii) stock bonuses awarded or
previously awarded and (iv) shares sold or previously sold
under the Plan. Cash bonus rights will be subject to rules,
terms and conditions as the Board of Directors may prescribe.
Unless otherwise determined by the Board of Directors with
respect to a cash bonus right granted to a person who is
neither an Officer nor a director of the Company, each cash
bonus right granted under the Plan by its terms shall be
nonassignable and nontransferable by the holder, either
voluntarily or by operation of law, except by will or by the
laws of descent and distribution of the state or country of the
holder's domicile at the time of death. The payment of a cash
bonus shall not reduce the number of shares of Common Stock
reserved for issuance under the Plan.
(b) Cash Bonus Rights in Connection With Options. A
cash bonus right granted in connection with an option will
entitle an optionee to a cash bonus when the related option is
exercised (or terminates in connection with the exercise of a
stock appreciation right related to the option) in whole or in
part. If an optionee purchases shares upon exercise of an
option and does not exercise a related stock appreciation
right, the amount of the bonus shall be determined by
multiplying the excess of the total fair market value of the
shares to be acquired upon the exercise over the total option
price for the shares by the applicable bonus percentage. If
the optionee exercises a related stock appreciation right in
connection with the termination of an option, the amount of the
bonus shall be determined by multiplying the total fair market
value of the shares and cash received pursuant to the exercise
of the stock appreciation right by the applicable bonus
percentage. The bonus percentage applicable to a bonus right
shall be determined from time to time by the Board of
Directors.
(c) Cash Bonus Rights in Connection With Stock
Bonus. A cash bonus right granted in connection with a stock
bonus will entitle the recipient to a cash bonus payable when
Page 13
</Page>
<PAGE>
the stock bonus is awarded or restrictions, if any, to which
the stock is subject lapse. If bonus stock awarded is subject
to restrictions and is repurchased by the Company or forfeited
by the holder, the cash bonus right granted in connection with
the stock bonus shall terminate and may not be exercised. The
amount and timing of payment of a cash bonus shall be
determined by the Board of Directors.
(d) Cash Bonus Rights in Connection With Stock
Purchases. A cash bonus right granted in connection with the
purchase of stock pursuant to paragraph 8 will entitle the
recipient to a cash bonus when the shares are purchased or
restrictions, if any, to which the stock is subject lapse. Any
cash bonus right granted in connection with shares purchased
pursuant to paragraph 8 shall terminate and may not be
exercised in the event the shares are repurchased by the
Company or forfeited by the holder pursuant to applicable
restrictions. The amount of any cash bonus to be awarded and
timing of payment of a cash bonus shall be determined by the
Board of Directors.
(e) Taxes. The Company shall withhold from any cash
bonus paid pursuant to paragraph 10 the amount necessary to
satisfy any applicable federal, state and local withholding
requirements.
11. Foreign Qualified Grants. Awards under the Plan may
be granted to such officers and employees of the Company and
its subsidiaries residing in foreign jurisdictions as the Board
of Directors may determine from time to time. The Board of
Directors may adopt such supplements to the Plan as may be
necessary to comply with the applicable laws of such foreign
jurisdictions and to afford participants favorable treatment
under such laws; provided, however, that no award shall be
granted under any such supplement with terms which are more
beneficial to the participants than the terms permitted by the
Plan.
12. Changes in Capital Structure.
(a) Stock Splits; Stock Dividends. If the
outstanding Common Stock of the Company is hereafter increased
or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares or dividend
payable in shares, recapitalization or reclassification,
appropriate adjustment shall be made by the Board of Directors
in the number and kind of shares available for grants under the
Plan. In addition, the Board of Directors shall make
appropriate adjustment in the number and kind of shares as to
Page 14
</Page>
<PAGE>
which outstanding options and stock appreciation rights, or
portions thereof then unexercised, shall be exercisable, so
that the optionee's proportionate interest before and after the
occurrence of the event is maintained. Notwithstanding the
foregoing, the Board of Directors shall have no obligation to
effect any adjustment that would or might result in the
issuance of fractional shares, and any fractional shares
resulting from any adjustment may be disregarded or provided
for in any manner determined by the Board of Directors. Any
such adjustments made by the Board of Directors shall be
conclusive.
(b) Mergers, Reorganizations, Etc. In the event of
a merger, consolidation or plan of exchange to which the
Company is a party or a sale of all or substantially all of the
Company's assets (each, a "Transaction"), the Board of
Directors shall, in its sole discretion and to the extent
possible under the structure of the Transaction, select one of
the following alternatives for treating outstanding options and
stock appreciation rights under the Plan:
(i) Outstanding options and stock appreciation
rights shall remain in effect in accordance with their
terms.
(ii) Outstanding options and stock appreciation
rights shall be converted into options to purchase stock
in the corporation and stock appreciation rights with
respect to stock in the corporation that is the surviving
or acquiring corporation in the Transaction. The amount,
type of securities subject thereto and exercise price of
the converted options and stock appreciation rights shall
be determined by the Board of Directors of the Company,
taking into account the relative values of the companies
involved in the Transaction and the exchange rate, if any,
used in determining shares of the surviving corporation to
be issued to holders of shares of the Company. Unless
otherwise determined by the Board of Directors, the
converted options and stock appreciation rights shall be
vested only to the extent that the vesting requirements
relating to options and stock appreciation rights granted
hereunder have been satisfied.
(iii) Holders of outstanding options and stock
appreciation rights shall be provided a 30-day period
prior to the consummation of the Transaction during which
outstanding options and stock appreciation rights shall be
exercisable to the extent vested without any limit on
exercisability and upon the expiration of such 30-day
period, all unexercised options and stock appreciation
Page 15
</Page>
<PAGE>
rights shall immediately terminate. The Board of
Directors may, in its sole discretion, accelerate the
exercisability of options or stock appreciation rights so
that they are exercisable in full during such 30-day
period.
(c) Dissolution of the Company. In the event of the
dissolution or liquidation of the Company, the Board of
Directors may in its sole discretion (i) provide a 30-day
period prior to such event during which optionees shall have
the right to exercise options and stock appreciation rights in
whole or in part without any limitation on exercisability and
upon the expiration of which 30-day period all unexercised
options and stock appreciation rights shall immediately
terminate, or (ii) waive or modify any restriction on the
options or stock appreciation rights.
13. Corporate Mergers, Acquisitions, etc. The Board of
Directors may also grant options, stock appreciation rights,
stock bonuses and cash bonuses and issue restricted stock under
the Plan having terms, conditions and provisions that vary from
those specified in this Plan provided that any such awards are
granted in substitution for, or in connection with the
assumption of, existing options, stock appreciation rights,
stock bonuses, cash bonuses and restricted stock granted,
awarded or issued by another corporation and assumed or
otherwise agreed to be provided for by the Company pursuant to
or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation,
reorganization or liquidation to which the Company or a
subsidiary is a party.
14. Acceleration in Certain Events.
Notwithstanding any other provisions of the Plan, a
special acceleration ("Special Acceleration") of all options
and stock appreciation rights outstanding under the Plan shall
occur and such options and stock appreciation rights shall
immediately become exercisable in full at any time when any one
of the following events has taken place:
(a) The shareholders of the Company approve one of
the following ("Approved Transactions"):
(i) Any consolidation, merger or plan of
exchange involving the Company ("Merger") pursuant to
which Common Stock would be converted into cash; or
(ii) Any sale, lease, exchange, or other
transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of
the Company; or
Page 16
</Page>
<PAGE>
(iii) The adoption of any plan or proposal for
the liquidation or dissolution of the Company; or
(iv) Any merger, consolidation or plan of
exchange which results in the voting securities of the
Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity)
50% or less of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger, consolidation
or exchange; or
(v) Any merger, consolidation or plan of
exchange effected to implement a recapitalization of the
Company (or similar transaction) in which a person
acquires more than 20% of the combined voting power of the
Company's then outstanding securities; or
(b) A tender or exchange offer, other than one made
by the Company, is made for Common Stock (or securities
convertible into Common Stock) and such offer results in a
portion of those securities being purchased and the offeror
after the consummation of the offer is the beneficial owner (as
determined pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), directly or
indirectly, of more than 20 percent of the outstanding Common
Stock (an "Offer"); or
(c) Any Person is or becomes the beneficial owner of
more than 20 percent of the Company's outstanding Common Stock;
or
(d) During any period of two consecutive years,
individuals who at the beginning of such period constituted a
majority of the Board of Directors cease for any reason to
constitute a majority thereof unless the nomination or election
of such new directors was approved by a vote of at least two-
thirds of the directors then still in office who were directors
at the beginning of such period.
All options and stock appreciation rights that are
accelerated pursuant to this paragraph 14 shall terminate upon
the dissolution of the Company or upon the consummation of any
Merger pursuant to which Common Stock would be converted to
cash. The terms used in this paragraph 14 and not defined
elsewhere in the Plan shall have the same meanings as such
terms have in the Exchange Act and the rules and regulations
adopted thereunder.
15. Amendment of Plan. The Board of Directors may at any
time, and from time to time, modify or amend the Plan in such
respects as it shall deem advisable because of changes in the
Page 17
</Page>
<PAGE>
law while the Plan is in effect or for any other reason.
Except as provided in paragraphs 6(a)(iv), 9, 12 and 14,
however, no change in an award already granted shall be made
without the written consent of the holder of such award.
16. Approvals. The obligations of the Company under the
Plan are subject to the approval of state and federal
authorities or agencies with jurisdiction in the matter. The
Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules
and regulations of the Securities and Exchange Commission and
any stock exchange on which the Company's shares may then be
listed, in connection with the grants under the Plan. The
foregoing notwithstanding, the Company shall not be obligated
to issue or deliver Common Stock under the Plan if such
issuance or delivery would violate applicable state or federal
securities laws.
17. Employment Rights. Nothing in the Plan or any award
pursuant to the Plan shall confer upon any employee any right
to be continued in the employment of the Company or any
subsidiary or interfere in any way with the right of the
Company or any subsidiary by whom such employee is employed to
terminate such employee's employment at any time, for any
reason, with or without cause, or to decrease such employee's
compensation or benefits.
18. Rights as a Shareholder. The recipient of any award
under the Plan shall have no rights as a shareholder with
respect to any Common Stock until the date of issue to the
recipient of a stock certificate for such shares. Except as
otherwise expressly provided in the Plan, no adjustment shall
be made for dividends or other rights for which the record date
occurs prior to the date such stock certificate is issued.
Page 18
</Page>
Exhibit 27 Financial Data Schedule
Item 6.(b) No reports on Form 8-K have been filed during
the quarter.
</Page>
<PAGE>
Page 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
PRECISION CASTPARTS CORP.
Registrant
DATE: February 15, 1995 /s/ W.D. Larsson
______________________________
W.D. Larsson
Vice President-Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
</Page>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the October
2, 1994 financial statements and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-02-1995
<PERIOD-START> APR-04-1994
<PERIOD-END> OCT-02-1994
<CASH> 55800
<SECURITIES> 0
<RECEIVABLES> 73400
<ALLOWANCES> (800)
<INVENTORY> 80200
<CURRENT-ASSETS> 221000
<PP&E> 247500
<DEPRECIATION> 136600
<TOTAL-ASSETS> 356100
<CURRENT-LIABILITIES> 78700
<BONDS> 0
<COMMON> 20100
0
0
<OTHER-SE> 224000
<TOTAL-LIABILITY-AND-EQUITY> 356100
<SALES> 213000
<TOTAL-REVENUES> 213000
<CGS> 174400
<TOTAL-COSTS> 189900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (600)
<INCOME-PRETAX> 23700
<INCOME-TAX> 9000
<INCOME-CONTINUING> 14700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14700
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.74
</TABLE>
