AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1999
REGISTRATION NO. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-0991911
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
11019 McCORMICK ROAD
HUNT VALLEY, MARYLAND 21031
(Address, including Zip Code, of Principal Executive Offices)
AMENDED AND RESTATED STOCK OPTION PLAN
(Full Title of the Plan)
DONALD A. DEIESO, Ph.D.
PRESIDENT and CHIEF EXECUTIVE OFFICER
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
11019 McCORMICK ROAD
HUNT VALLEY, MARYLAND 21031
(410) 584-7000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
----------------------
With a copy to:
JOSEPH LUNIN, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(973) 966-6300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1)(2) Per Share(3) Offering Price Fee
- ----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $1.375 $275,000 $100
$0.01 Par Value
Total Registration Fee $100
- ----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Does not include (i) 350,000 shares of Common Stock that may be issued
pursuant to the Amended and Restated Stock Option Plan (the "Plan"),
that were previously registered under Registration Statement on Form
S-8, filed on April 15, 1998 (No. 333-50151), (ii) 250,000 shares of
Common Stock that may be issued pursuant to the Plan, that were
previously registered under Registration Statement on Form S-8 filed on
January 31, 1996 (No. 333-00657), (iii) 100,000 shares of Common Stock
that may be issued pursuant to the Plan, that were previously
registered under Registration Statement on Form S-8 filed on April 9,
1993 (No. 33-60880), and (iv) 200,000 shares of Common Stock that may
be issued pursuant to the Plan, that were previously registered under
Registration Statement on Form S-8 filed on October 15, 1990 (No.
33-37228).
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also relates to an indeterminate number of
shares of Common Stock that may be issued pursuant to anti-dilution
provisions contained in the Plan.
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h)(1) and
Rule 457(c) based on the average high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on
January 11, 1999.
<PAGE>
REGISTRATION STATEMENT
FOR ADDITIONAL SECURITIES
ON FORM S-8
INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 200,000 shares of Common Stock that may be issued
under the Amended and Restated Stock Option Plan (the "Plan") as a result of an
increase in the number of shares that may be offered under the Plan. 350,000
shares of Common Stock that may be issued under the Plan were previously
registered under Registration Statement on Form S-8 filed on April 15, 1998 (No.
333-50151); 250,000 shares of Common Stock that may be issued under the Plan
were previously registered under Registration Statement on Form S-8 filed on
January 31, 1996 (No. 333-00657); 100,000 shares of Common Stock that may be
issued under the Plan were previously registered under Registration Statement on
Form S-8 filed on April 9, 1993 (No. 33-60880); 200,000 shares of Common Stock
that may be issued under the Plan were previously registered under Registration
Statement on Form S-8 filed on October 15, 1990 (No. 33-37228). Registration
Statements on Form S-8 No. 333-50151, No. 333-00657, No. 33-60880, and No.
33-37228 are incorporated by reference herein pursuant to General Instruction E
to Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hunt Valley, Maryland on this 14th day of January, 1999.
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
(The Registrant)
DONALD A. DEIESO
By: ____________________________________
Donald A. Deieso, Ph.D.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Loren D. Jensen, Ph.D. and Donald
A. Deiseo, Ph.D., and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution for him and in his name, place and stead
in any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming what said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
LOREN D. JENSEN
- --------------------------
Loren D. Jensen, Ph.D. Chairman of the Board of Directors January 14. 1999
DONALD A. DEIESO
- --------------------------
Donald A. Deieso, Ph.D. President, Chief Executive Officer January 14, 1999
and Director
BARBARA L. POSNER
- --------------------------
Barbara L. Posner Senior Vice President, Finance and January 14, 1999
Administration (principal financial officer)
EDMUND J. CASHMAN, JR.
- --------------------------
Edmund J. Cashman, Jr. Director January 14, 1999
RUDOLPH P. LAMONE
- --------------------------
Rudolph P. Lamone, Ph.D. Director January 14, 1999
CLEAVELAND D. MILLER
- --------------------------
Cleaveland D. Miller, Esq. Director January 14, 1999
GEORGE G. RADCLIFFE
- --------------------------
George G. Radcliffe Director January 14, 1999
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan administrators have duly caused this Registration Statement to be
signed on behalf of the Plan, thereunto duly authorized, in Hunt Valley,
Maryland, on this 14th day of January, 1999.
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(The Plan)
MEREDITH N. CONKLIN
By: ____________________________________
Meredith N. Conklin, V.P. Human Resources,
as Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality
of the securities being registered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in
Exhibit 5 hereto).
24 Power of Attorney (included on signature page hereto).
99 Amended and Restated Stock Option Plan.
PITNEY, HARDIN, KIPP & SZUCH
(MAIL TO)
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
------
(DELIVERY TO)
200 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932-0950
(973) 966-6300
FACSIMILE (973) 966-1550
January 14, 1999
EA Engineering, Science, and Technology, Inc.
11019 McCormick Road
Hunt Valley, Maryland 21031
Re: Registration Statement on Form S-8
Amended and Restated Stock Option Plan
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by EA Engineering, Science, and
Technology, Inc. (the "Company") with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 200,000 shares of Common Stock of the Company, $0.01
par value (the "Shares") issuable pursuant to the Amended and Restated Stock
Option Plan (the "Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Certificate of Incorporation
and By-laws of the Company, as currently in effect, and relevant resolutions
of the Board of Directors of the Company; and we have examined such other
documents as we deemed necessary in order to express the opinion hereinafter
set forth.
In our examination of such documents and records, we have assumed
the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and conformity with the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Act, and the Shares
shall have been duly issued in the manner contemplated by the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and
non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of New Jersey, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Act, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 30, 1998,
included in EA Engineering, Science, and Technology, Inc.'s Form 10-K for the
year ended August 31, 1998, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Baltimore, Maryland
January 14, 1999
As Amended and Restated
Through January 14, 1999
EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
1. Purpose. This Amended and Restated Stock Option Plan (the "Plan") is
intended as an employment incentive and to encourage stock ownership by certain
key officers and employees of the Corporation and its Subsidiary Corporations,
as that term is defined in Section 4 hereof (the "Subsidiaries"), so that they
may increase their proprietary interest in the Corporation's success. In this
way, the Corporation will be assisted in its efforts to attract and retain
highly qualified management personnel. The Plan will provide a means whereby:
(i) such employees may purchase shares of the Common Stock (defined below) of
the Corporation pursuant to options which will qualify as "incentive stock
options" under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"); and (ii) such employees may purchase shares of the Common Stock of the
Corporation pursuant to "non-incentive" or "non-qualified" stock options.
2. Administration. The Plan shall be administered, construed and
interpreted by the Compensation Committee, as appointed by the Board of
Directors of the Corporation (the "Committee"). The Committee shall consist of
not less than three (3) nor more than five (5) members of the Board of Directors
who are not officers of the Corporation. The Board of Directors may from time to
time remove members from, or add members to, the Committee, and vacancies on the
Committee, however caused, shall be filled by the Board of Directors. No member
of the Committee shall be entitled to participate in the Plan. Subject to the
provisions of the Plan and to the approval of the Board of Directors, the
Committee shall determine:
(a) The employees to whom options shall be granted;
(b) The number of shares to be optioned to each employee;
(c) The price to be paid for the shares upon the exercise of
each option;
(d) Whether such options shall be incentive stock options or
non-qualified stock options; and
(e) All other matters deemed necessary or advisable for the
administration of the Plan.
No member of the Board of Directors or the Committee shall be liable for any
action or determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Corporation's
Certificate of Incorporation. The Committee shall furnish the Board with copies
of all decisions, orders and determinations made by the Committee.
3. Eligibility.
(a) No person shall be eligible to participate in the Plan, or
to exercise an option previously granted to such person, who
beneficially owns five percent (5%) or more of the total combined
voting power or value of all classes of the outstanding stock of the
Corporation or of any Subsidiary; and no person shall be eligible who
has served on the Committee within the preceding year. The individuals
who shall be eligible to participate in the Plan shall be such key
salaried officers and employees of the Corporation, or of any present
or future Subsidiary, as the Board of Directors of the Corporation
shall determine from time to time. An Optionee may hold more than one
(1) option, but on the terms and conditions herein set forth.
(b) No incentive stock option may be granted to any person
who, at the time the incentive stock option is granted: (i) is not an
employee of the Corporation or of a Subsidiary; or (ii) owns shares of
the Corporation's outstanding Common Stock or such other stock as may
hereafter be issued by the Corporation possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation (and of its Subsidiaries if applicable) (a "Ten-Percent
Shareholder") unless the purchase price of such option is at least one
hundred ten percent (110%) of the per share fair market value of the
Common Stock on the date the option is granted and such option by its
terms is not exercisable after the expiration of five (5) years from
the date such option is granted.
4. Subsidiary Corporation. The terms "Subsidiary Corporation",
"Corporate Subsidiary", or "Subsidiary" as used in this Plan shall include only
corporations within the meaning of the definition of "subsidiary corporation"
provided in Section 425(f) of the Code, or any successor thereto of similar
import.
5. Stock. The stock subject to the options and other provisions of the
Plan shall be shares of the Corporation's $.01 par value common stock which is
authorized but unissued, or reacquired common stock (the "Common Stock").
Subject to adjustment in accordance with the provisions of Section 6(g) hereof,
the total amount of Common Stock of the Corporation on which options may be
granted to persons participating under the Plan shall not exceed in the
aggregate One Million Four Hundred Forty-Eight Thousand Two Hundred (1,448,200)
shares, and, subject to like adjustment, the total amount of Common Stock of the
Corporation on which options may be granted to any one eligible employee under
the Plan shall not exceed in the aggregate a number of shares equal to ten
percent (10%) of the total amount of Common Stock of the Corporation on which
options may be granted to persons participating under the Plan.
In the event that any outstanding option under the Plan for any reason
expires or is terminated prior to the end of the period during which options may
be granted under the Plan, the shares of Common Stock allocable to the
unexercised portion of such option may again by subjected to an option under the
Plan.
6. Terms and Conditions of Options and Rights. Stock options granted
pursuant to the Plan shall be evidenced by agreements in such form as the Board
of Directors shall, from time to time, approve, which agreements shall in
substance include and comply with and be subject to the following terms and
conditions:
(a) Medium and Time of Payment. The option price shall be
payable in United States dollars upon the exercise of the option and
may be paid in cash or by certified check, bank draft or money order
payable to the order of the Corporation. If so provided in the option
agreement, the option price may be payable in the form of shares of
Common Stock already owned by the Optionee.
(b) Number of Shares. The option shall state the total number
of shares to which it pertains. No option may be exercised for less
than ten (10) shares unless the issue of a lesser number is enough to
exhaust the option.
(c) Option Price. The option price: (i) shall be not less than
one hundred percent (100%) of the fair market value of the shares of
Common Stock on the date of the granting of the option and (ii) in the
case of incentive stock options granted to a Ten-Percent Shareholder
shall not be less than one hundred ten percent (110%) of such fair
market value. The fair market value per share of the Common Stock shall
be the average of the highest bid price and the lowest asking price on
the over-the-counter market as reported in The Wall Street Journal for
trading on the date the option is granted. The "date that the option is
granted" shall be the date on which the Corporation issues a letter to
an Optionee advising him of the awarding of such option; provided,
however, that the Optionee shall have no rights under such option until
the Optionee shall execute the option agreement described in this
section.
(d) Expiration of Options. Except for options granted to a
Ten-Percent Shareholder, each option granted under the Plan shall
expire not more than ten (10) years from the date such option is
granted.
(e) Vesting; Date of Exercise.The Committee may, in its
discretion, provide that an option may be exercised in whole or in part
during any period or periods of time specified by the Committee. Except
as may be so provided, any option may be exercised in whole at any
time, or in part from time to time, during its term.
(f) Termination of Employment:
(i) In the event an Optionee ceases to be an employee of
the Corporation due to death or disability ("Disability"), all of
the Optionee's options that were granted at least one (1) year
prior to the date of termination of employment shall become fully
vested and exercisable and shall remain so for a period of one (1)
year from the date of termination of employment, but in no event
after their respective expiration dates.
(ii) In the event an Optionee ceases to be an employee of
the Corporation because of retirement upon reaching age 65 or
other normal or early retirement agreed to pursuant to the regular
retirement plan of the Corporation, all of the Optionee's options
that were granted at least one (1) year prior to the date of
termination of employment shall become fully vested and shall
remain so until their respective termination dates; provided,
however, that if the Optionee dies prior to the termination date,
the Optionee's options shall become fully exercisable and remain
so one (1) year following the death of the Optionee for a period
of one (1) year thereafter, but in no event after their respective
expiration dates.
(iii) In the event an Optionee voluntarily or
involuntarily ceases to be an employee of the Corporation for any
reason other than death or disability within six (6) months after
a Change in Control, all of the Optionee's options shall
immediately become fully vested and exercisable and shall remain
so for a period of one (1) year from the date of termination of
service as a employee, but in no event after their respective
expiration dates.
(iv) In the event an Optionee ceases to be an employee of
the Corporation for any other reason, all of the Optionee's
options shall be terminated immediately.
(g) Adjustments on Changes in Stock.
(i) The aggregate number of shares of Common Stock on
which options may be granted to persons eligible to participate in
the Plan, the aggregate number of shares of such Common Stock on
which options may be granted to any one such person, the number of
shares thereof covered by each outstanding option, and the price
per share thereof in each such option, shall, subject to any
required action by the shareholders of the Corporation, be
proportionately adjusted by the Committee for any increase or
decrease in the number of issued shares of Common Stock of the
Corporation resulting from the subdivision or consolidation of
shares or other capital adjustment, or the payment of a stock
dividend, or other increase or decrease in such shares, effected
without receipt of consideration by the Corporation; provided,
however, that no such adjustment shall be made unless and until
the aggregate effect of all such increases and decreases accruing
after the effective date of the Plan shall have increased or
decreased the number of issued shares of Common Stock of the
Corporation by five percent (5%) or more; and provided, further,
that any fractional share resulting from any such adjustment shall
be eliminated. Any such determination by the Committee shall be
conclusive for all purposes.
(ii) For purposes of this Section 6(g)(ii), the term
"option shares" shall mean the number of shares of Common Stock on
which an option under the Plan originally was granted, as from
time to time adjusted pursuant to Section 6(g)(i). In the event
that shares of Common Stock are issued to holders of the Common
Stock upon the exercise of any rights distributed or issued to
such holders to purchase shares of Common Stock at a price that is
less than the then-fair market value of the Common Stock, the
number of shares of Common Stock subject to the Plan and to an
option and the exercise price of the option shall be adjusted in
the following manner:
(A) The number of shares of Common Stock
subject to the option shall be adjusted to equal the
number of option shares existing immediately before such
rights became exercisable plus the total number of shares
of Common Stock that would be issuable upon the exercise
in full of all such rights to which the Optionee would be
entitled if he or she were the holder of record of the
option shares as of the record date for such rights.
(B) The per share exercise price of the
option shall be adjusted to equal the total exercise
price of the option (i.e., number of option shares
multiplied by the exercise price) immediately before any
such rights became exercisable plus the total exercise
price of all such rights to which the Optionee would be
entitled if he or she were the holder of record of the
option shares as of the record date for such rights,
divided by the number of option shares, as adjusted in
Section 6(g)(ii)(A).
(C) The number of shares of Common Stock
subject to the Plan shall be adjusted to equal the number
of shares subject to the Plan immediately before such
rights became exercisable (for purposes of this Section
6(g)(ii), the "Plan shares") plus the product of the Plan
shares multiplied by the number of shares of Common Stock
issuable upon the exercise of one such right.
(iii) Upon either a merger of one (1) or more
corporations into the Corporation of which the Corporation shall
not be the surviving or resulting corporation or after a
consolidation of the Corporation and one (1) or more corporations,
all options granted hereunder shall immediately and automatically
become fully vested and exercisable if they have not already done
so. Thereafter, the Optionee, at no additional cost, shall be
entitled upon any exercise of options to receive (subject to any
required action by shareholders), in lieu of the number of shares
as to which the option granted shall then be so exercised, the
number and class of shares of stock or other securities or number
and class of shares of stock or other securities and cash to which
the Optionee would have been entitled pursuant to the terms of the
agreement of merger or consolidation, if, immediately prior to the
consummation of such merger or consolidation, the Optionee had
been the holder of record of a number of shares of Common Stock
equal to the number of such shares as to which the options granted
hereby are then being exercised; provided, however, that any
fractional share resulting from any such adjustment shall be
eliminated.
(iv) Except as hereinbefore expressly provided, the
Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of
any stock dividend or other increase or decrease in the number of
shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Corporation of
shares of stock of any class, or securities convertible into
shares of stock of any class shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to the option.
(v) The grant of an option pursuant to the Plan shall not
affect in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or to transfer all or any part of its
business or assets.
(h) Assignability. No option shall be assignable or
transferable except by will or by the laws of descent and distribution.
During the lifetime of an Optionee, an option shall be exercisable only
by the Optionee.
(i) Agreements by Optionee. If, at the time of the exercise of
any option, it is necessary or desirable that the Optionee exercising
the option shall agree that he or she will purchase the shares that are
subject to the option for investment and not with any present intention
to resell the same, the Optionee will, upon the request of the
Corporation, execute and deliver to the Corporation an agreement to
such effect.
(j) Other Conditions.The option agreements authorized under
the Plan may contain such other provisions as the Committee shall deem
advisable.
(k) Tax Withholding. An Optionee may remit to the Corporation
at the time of exercise of an option any taxes required to be withheld
by the Corporation under federal, state or local law as a result of the
exercise of such option. Alternatively, the Optionee may: (i) direct
the Corporation to withhold from the shares to be received upon such
exercise the number of shares sufficient to satisfy the applicable tax
withholding requirements; or (ii) deliver shares already owned by the
Optionee in satisfaction of the tax withholding requirements. In either
event, such shares will be valued at the fair market value (as defined
in Section 6(c)) of the Common Stock on the date of exercise of the
option. If the Optionee does not remit such taxes at the time of
exercise of an option, the Optionee will be deemed to have authorized
the Corporation to withhold such taxes in accordance with applicable
law from any cash compensation payable to him.
7. Certain Definitions. For purposes of the Plan, the following terms
shall have the meanings set forth:
(a) "Optionee" shall mean an employee of the Company, or of
any Subsidiary of the Company, to whom an option is granted under the
Plan.
(b) "Disability" shall mean a permanent and total disability
as defined by Section 22(e)(3) of the Code.
(c) a "Change in Control" shall be deemed to have occurred if
any "person" (as that term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")), is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation
representing forty percent (40%) or more of the combined voting power
of the Corporation's then outstanding securities.
8. Modification of Options. Subject to the terms and conditions and
within the limitations of the Plan, the Board of Directors may modify, extend or
renew outstanding options (to the extent not theretofore exercised) and
authorize the granting of new options in substitution therefor.
9. Amendment of the Plan. The Board of Directors may, from time to
time, with respect to any shares reserved under the Plan but not subject to
option, revise or amend the Plan in any respect. However, the Board of Directors
may not, without shareholder approval: (a) increase the number of shares of
Common Stock which may be reserved for issuance under the Plan, except as
provided in Section 6(g) hereof; (b) fix the option price at less than the fair
market value of the Common Stock on the date the option is granted; or (c)
change the provisions relating to the administration of the Plan by a Committee
consisting of directors of the Corporation not eligible to receive options.
10. Termination. The Board of Directors may terminate the Plan at any
time, and no option shall be granted thereafter. Such termination shall not
affect the validity of any stock option agreement then outstanding.
11. Employment. Nothing contained in the Plan or in any option
agreement confers upon any Optionee any right with respect to the continuance of
employment by the Corporation and/or any of its Subsidiaries or interferes, in
any way, with the right of the Corporation or any of its Subsidiaries to
terminate the Optionee's employment or to change his or her compensation at any
time. No employee has a right to be selected as an Optionee in the Plan, or,
having been so selected, to be selected again as an Optionee.
12. No Rights As Shareholder. Subject to the provisions of the
applicable option, no Optionee shall have any right as a shareholder with
respect to any shares of Common Stock to be distributed under the Plan until the
Optionee becomes the holder thereof. An Optionee to whom Common Stock is issued
shall be considered the holder of the Common Stock at the time of the delivery
of the certificate evidencing such shares, except as otherwise expressly
provided herein.
13. Exchange Act Section 16. With respect to persons subject to Section
16 of the Exchange Act, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 or any successor provision of similar
import. To the extent any provision of the Plan or action by the Committee
and/or Plan administrators fails so to comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee and/or Plan
administrators.
14. Shareholder Approval. The Plan shall be submitted for approval by
the shareholders of the Corporation within twelve (12) months from the date the
Plan is adopted by the Board of Directors, and the effectiveness of the Plan and
the exercisability of any option granted pursuant to the Plan are subject to the
receipt of such shareholder approval. In the event of any increase in the number
of shares authorized and reserved for issuance under the Plan by the Board of
Directors and pending receipt of shareholder approval (if any) of said increase,
for purposes of Treasury Proposed Regulation Section 1.422A-2(b)(2), the date of
Board approval of the Plan as amended shall be the date of such Board action and
options may thenceforth be granted immediately under the Plan as so amended.
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Originally adopted by the Board of Directors on September 9, 1986.
Originally approved by the Stockholders on September 9, 1986.
Amended and approved by the Board of Directors on July 12, 1990.
Amended and approved by the Stockholders on January 31, 1991.
Amended and approved by the Board of Directors on May 24, 1991.
Amended and Restated by the Board of Directors on October 19, 1994.
Amendment and Restatement approved by the Stockholders on January 10, 1995.
Amended and approved by the Board of Directors on January 10, 1995.
Amended and approved by the Stockholders on January 10, 1996.
Amended and approved by the Stockholders on January 14, 1998.
Amended and approved by the Board of Directors on September 29, 1998.
Amended and approved by the Stockholders on January 14, 1999.
