<PAGE> 1
As filed with the Securities and Exchange Commission on March 15, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
GUNDLE/SLT ENVIRONMENTAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2731074
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
19103 GUNDLE ROAD
HOUSTON, TEXAS 77073
(713) 443-8564
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GUNDLE/SLT ENVIRONMENTAL, INC.
AMENDED AND RESTATED 1995 INCENTIVE STOCK PLAN
(FULL TITLE OF PLAN)
ROGER J. KLATT
GUNDLE/SLT ENVIRONMENTAL, INC.
19103 GUNDLE ROAD
HOUSTON, TEXAS 77073
(713) 443-8564
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
With copies to:
PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 3500
HOUSTON, TEXAS 77002
ATTN: T. WILLIAM PORTER
(713) 226-0600
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed
Maximum Proposed Amount of
Title of Amount to Offering Maximum Aggregate Registration
Securities to be Registered be Registered(1) Price Per Share(2) Offering Price(2) Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 1,750,000 $5.675 $9,931,250 $3,425
share
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provisions of the Gundle/SLT Environmental, Inc. Amended and Restated 1995
Incentive Stock Plan (the "Plan").
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis
of the average of the high and low price per share of Common Stock, as
quoted on the American Stock Exchange, Inc. on March 13, 1996. Pursuant to
Rule 457(h), the registration fee is calculated with respect to the
maximum number of the registrant's securities issuable under the Plan.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the following documents filed by Gundle/SLT
Environmental, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") are incorporated into
this registration statement (the "Registration Statement") by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1995; and
(c) The description of the Company's common stock, par value
$.01 per share (the "Common Stock"), set forth in the
Company's registration statement on Form S-2 (No. 33-39548),
filed with the Commission on March 22, 1991 and all
amendments and reports filed thereafter for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. The Company will provide, without charge, each participant in the
Company's 1995 Amended and Restated Incentive Stock Plan (the "Plan"), on
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim. In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any
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other type of proceeding, the indemnification may extend to judgments, fines
and amounts paid in settlement, actually and reasonably incurred in connection
with such other proceeding, as well as to expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.
The Company's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws require the Company to indemnify the Company's
directors to the fullest extent authorized by the DGCL or any other applicable
law in effect, and to implement such provisions the Company has entered into
contractual indemnity agreements with its directors and executive officers. The
Company's Amended and Restated Certificate of Incorporation limits the personal
liability of a director to the Company or its stockholders to damages for
breach of the director's fiduciary duty.
The Company has purchased insurance on behalf of its directors and
officers against certain liabilities which may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the Company,
or that may arise out of their status as directors or officers of the Company,
including liabilities under the federal and state securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Description
------- -----------
4.1 The Company's Amended and Restated 1995 Incentive Stock Plan.
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
A. Undertaking to Update
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 of 1933;
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<PAGE> 4
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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. Undertaking With Respect to Documents Incorporated by
Reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
C. Undertaking with Respect to Delivery of Documents
(1) The undersigned registrant hereby undertakes
to deliver or cause to be delivered with the documents
constituting the prospectus to each participant to whom such
prospectus is sent or given, a copy of the registrant's
annual report to stockholders for its last fiscal year,
unless such participant otherwise has received a copy of such
report in which case the registrant shall state in such
prospectus that it will promptly furnish, without charge, a
copy of such report on written request of the participant.
(2) The undersigned registrant hereby undertakes
to transmit or cause to be transmitted to all participants
who do not otherwise receive such material as stockholders of
the registrant, at the time and in the manner such material
is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its
stockholders generally.
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D. Undertaking With Respect to Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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 Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on March 14, 1996.
GUNDLE/SLT ENVIRONMENTAL, INC.
By: /s/ WILLIAM P. REID
-------------------------------------
William P. Reid,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 14, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ SAMIR T. BADAWI Chairman of the Board
- ------------------------------
Samir T. Badawi
/s/ WILLIAM P. REID Director, President
- ------------------------------ and Chief Executive Officer
William P. Reid (Principal Executive Officer)
/s/ ROGER J. KLATT Senior Vice President
- ------------------------------ and Chief Financial Officer
Roger J. Klatt (Principal Financial and Accounting Officer)
Director
- ------------------------------
Ahmed Y. Khalawi
/s/ T. WILLIAM PORTER Director
- ------------------------------
T. William Porter
/s/ HUGH L. RICE Director
- ------------------------------
Hugh L. Rice
</TABLE>
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<TABLE>
<S> <C>
Director
- ------------------------------
Brian D. Young
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 The Company's 1995 Amended and Restated Incentive Stock
Plan.
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1
opinion).
</TABLE>
<PAGE> 1
GUNDLE/SLT ENVIRONMENTAL, INC.
AMENDED AND RESTATED
1995 INCENTIVE STOCK PLAN
1. PURPOSE OF THE PLAN
This Gundle/SLT Environmental, Inc. Amended and Restated 1995
Incentive Stock Plan is intended to promote the interests of the Company by
providing the employees and consultants of the Company, who are largely
responsible for the management, growth and protection of the business of the
Company, with a proprietary interest in the Company.
The Plan supersedes and replaces the Company's 1995 Incentive Stock
Option Plan (the "Former Plan"). Upon the effectiveness of the Plan, no
further options shall be granted under the Former Plan, but all options
previously granted under the Former Plan shall remain outstanding pursuant to
the terms and provisions of the option agreements relating to their grant.
2. DEFINITIONS
As used in the Plan, the following definitions apply to the terms
indicated below:
(a) "Board of Directors" or "Board" shall mean the Board of
Directors of Gundle/SLT Environmental, Inc.
(b) "Cause," when used in connection with the termination of a
Participant's employment with the Company, shall mean the termination of the
Participant's employment by the Company by reason of (i) the conviction of the
Participant by a court of competent jurisdiction as to which no further appeal
can be taken of a crime involving moral turpitude; (ii) the proven commission
by the Participant of an act of fraud upon the Company; (iii) the willful and
proven misappropriation of any funds or property of the Company by the
Participant; (iv) the willful, continued and unreasonable failure by the
Participant to perform duties assigned to him and agreed to by him; (v) the
knowing engagement by the Participant in any direct, material conflict of
interest with the Company without compliance with the Company's conflict of
interest policy, if any, then in effect; (vi) the knowing engagement by the
Participant, without the written approval of the Board of Directors of the
Company, in any activity which competes with the business of the Company or
which would result in a material injury to the Company; or (vii) the knowing
engagement in any activity which would constitute a material violation of the
provisions of the Company's Policies and Procedures Manual, if any, then in
effect.
(c) "Cash Bonus" shall mean an award of a bonus payable in cash
pursuant to Section 10 hereof.
(d) "Change in Control" shall mean:
(i) a "change in control" of the Company, as that term is
contemplated in the federal securities laws; or
(ii) the occurrence of any of the following events:
(1) any Person becomes, after the effective date
of this Plan, the "beneficial owner" (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly,
of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding
securities, unless the Board (as constituted immediately prior
to such Change in Control) determines in its sole and absolute
discretion that no Change in Control occurred; provided, that
the acquisition of additional voting securities, after the
effective date of this Plan, by any Person who is, as of the
effective date of this Plan, the beneficial owner, directly or
indirectly, of 20% or more of the combined voting power of the
Company's then outstanding securities, shall not constitute a
"Change in Control" of the Company for purposes of this
Section 2(d);
<PAGE> 2
(2) a majority of individuals who are nominated
by the Board of Directors (as constituted immediately prior to
such Change in Control) for election to the Board of Directors
on any date, fail to be elected to the Board of Directors as a
direct or indirect result of any proxy fight or contested
election for positions on the Board of Directors; or
(3) the Board of Directors determines in its sole
and absolute discretion that there has been a change in
control of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(f) "Committee" shall mean the Compensation Committee of the Board
of Directors or such other committee as the Board of Directors shall appoint
from time to time to administer the Plan.
(g) "Common Stock" shall mean the Company's common stock, par
value $.01 per share.
(h) "Company" shall mean Gundle/SLT Environmental, Inc., a
Delaware corporation, and each of its Subsidiaries, and its successors.
(i) "Consultant" shall mean any person who is engaged by the
Company to render consulting services and is compensated for such consulting
services.
(j) "EBITDA to Sales Ratio" shall mean, with respect to any given
Company fiscal year within a Performance Period, the quotient of (i) the
Company's income from operations before interest, taxes, depreciation and
amortization for such fiscal year, divided by (ii) the Company's gross sales
for such fiscal year, as reported on the Company's audited financial
statements.
(k) "Employee" shall mean any person who is an employee of the
Company within the meaning of Section 3401(c) of the Code and the Regulations
promulgated thereunder.
(l) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
(m) the "Fair Market Value" of a share of Common Stock on any date
shall be (i) the closing sales price on the immediately preceding business day
of a share of Common Stock as reported on the principal securities exchange on
which shares of Common Stock are then listed or admitted to trading or (ii) if
not so reported, the average of the closing bid and asked prices for a share of
Common Stock on the immediately preceding business day as quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") or (iii) if not quoted on NASDAQ, the average of the closing bid and
asked prices for a share of Common Stock as quoted by the National Quotation
Bureau's "Pink Sheets" or the National Association of Securities Dealers' OTC
Bulletin Board System. If the price of a share of Common Stock shall not be so
reported, the Fair Market Value of a share of Common Stock shall be determined
by the Committee in its absolute discretion.
(n) "Incentive Award" shall mean an Option, a share of Restricted
Stock, a share of Phantom Stock, a Stock Bonus or Cash Bonus granted pursuant
to the terms of the Plan.
(o) "Incentive Stock Option" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of the Code and
which is identified as an Incentive Stock Option in the agreement by which it
is evidenced.
(p) "Issue Date" shall mean the date established by the Committee
on which certificates representing shares of Restricted Stock shall be issued
by the Company pursuant to the terms of Section 7(d) hereof.
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<PAGE> 3
(q) "Non-Qualified Stock Option" shall mean an Option which is not
an Incentive Stock Option and which is identified as a Non-Qualified Stock
Option in the agreement by which it is evidenced.
(r) "Option" shall mean an option to purchase shares of Common
Stock of the Company granted pursuant to Section 6 hereof. Each Option shall
be identified as either an Incentive Stock Option or a Non-Qualified Stock
Option in the agreement by which it is evidenced.
(s) "Participant" shall mean an Employee or Consultant who is
eligible to participate in the Plan and to whom an Incentive Award is granted
pursuant to the Plan, and, upon his death, his successors, heirs, executors and
administrators, as the case may be, to the extent permitted hereby.
(t) "Performance Period" shall mean that period covering three
consecutive fiscal years of the Company designated by the Committee for
purposes of measuring the performance criteria for the vesting of the shares of
Restricted Stock pursuant to Section 7(b) hereof.
(u) "Person" shall mean a "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act, and the rules and Regulations in
effect from time to time thereunder.
(v) a share of "Phantom Stock" shall represent the right to
receive in cash the Fair Market Value of a share of Common Stock of the
Company, which right is granted pursuant to Section 8 hereof and subject to the
terms and conditions contained therein.
(w) "Plan" shall mean the Gundle/SLT Environmental, Inc. Amended
and Restated 1995 Incentive Stock Plan, as it may be amended from time to time.
(x) a share of "Restricted Stock" shall mean a share of Common
Stock which is granted pursuant to the terms of Section 7 hereof and which is
subject to the restrictions set forth in Section 7(c) hereof for so long as
such restrictions continue to apply to such share.
(y) "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.
(z) "Stock Bonus" shall mean a grant of a bonus payable in shares
of Common Stock pursuant to Section 9 hereof.
(aa) "Subsidiary" or "Subsidiaries" shall mean any and all
corporations in which at the pertinent time the Company owns, directly or
indirectly, stock vested with more than 50% of the total combined voting power
of all classes of stock of such corporations within the meaning of Section
424(f) of the Code.
(bb) "Vesting Date" shall mean the date established by the
Committee on which a share of Restricted Stock or Phantom Stock may vest
pursuant to the terms of Sections 7(a) and 8(a) hereof, respectively.
(cc) "Working Capital to Sales Ratio" shall mean, with respect to
any given Company fiscal year within a Performance Period, the quotient of (i)
the monthly average of the Company's current assets (excluding cash) less its
current liabilities (excluding indebtedness for borrowed money) for such fiscal
year, divided by (ii) the Company's gross sales for such fiscal year, as
reported on the Company's audited financial statements. For purposes of the
"Working Capital to Sales Ratio", the monthly average described in item (i)
above shall be equal to the quotient of (x) the aggregate sum of the Company's
current assets (excluding cash) less its current liabilities (excluding
indebtedness for borrowed money) for each month during the relevant fiscal year
as reported on the last day of each of such months, divided by (y) 12.
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<PAGE> 4
3. STOCK SUBJECT TO THE PLAN
Subject to the terms of the Plan, the Committee may grant to
Participants (i) Options, (ii) shares of Restricted Stock, (iii) shares of
Phantom Stock, (iv) Stock Bonuses and (v) Cash Bonuses.
The Committee may grant Options, shares of Restricted Stock, shares of
Phantom Stock and Stock Bonuses under the Plan with respect to a number of
shares of Common Stock that in the aggregate at any time does not exceed
1,750,000 shares of Common Stock. The grant of a Cash Bonus shall not reduce
the number of shares of Common Stock with respect to which Options, shares of
Restricted Stock, shares of Phantom Stock or Stock Bonuses may be granted
pursuant to the Plan. The Company will, during the term of this Plan, reserve
and keep available for issuance a sufficient number of shares of Common Stock
to satisfy the requirements of the Plan.
If any outstanding Option expires, terminates or is canceled for any
reason, the shares of Common Stock attributable to the unexercised portion of
such Option shall again be available for grant under the Plan. If any shares
of Restricted Stock or Phantom Stock, or any shares of Common Stock granted in
a Stock Bonus are forfeited or canceled for any reason, such shares shall again
be available for grant under the Plan.
Shares of Common Stock issued under the Plan may be either newly
issued or treasury shares, at the discretion of the Committee.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a Committee of the Board of
Directors consisting of two or more persons, each of whom shall be both (i) a
"disinterested person" within the meaning of Rule 16b-3(c)(2)(i) promulgated
under Section 16 of the Exchange Act and (ii) an "outside director" within the
meaning of Section 162(m)(4)(C) of the Code and any current or future treasury
regulation promulgated thereunder. The Committee shall from time to time
designate the Participants of the Company who shall be granted Incentive Awards
and the amount and type of such Incentive Awards.
The Committee shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and the
terms of any Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan as it may deem necessary. Decisions of
the Committee shall be final and binding on all parties.
The Committee may, in its absolute discretion (i) accelerate the date
on which any Option granted under the Plan becomes exercisable, (ii) extend the
date on which any Option granted under the Plan ceases to be exercisable, and
(iii) accelerate the Vesting Date or waive any condition imposed pursuant to
Section 8 hereof, with respect to any share of Phantom Stock granted under the
Plan.
In addition, the Committee may, in its absolute discretion, grant
Incentive Awards to Participants on the condition that such Participants
surrender to the Committee for cancellation such other Incentive Awards
(including, without limitation, Incentive Awards with higher exercise prices)
as the Committee specifies. Notwithstanding Section 3 hereof, Incentive Awards
granted on the condition of surrender of outstanding Incentive Awards shall not
count against the limits set forth in such Section 3 until such time as such
Incentive Awards are surrendered.
Except as provided in Section 6(f)(4) hereof, whether an authorized
leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee in
its absolute discretion.
No member of the Committee shall be liable for any action, omission,
or determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated from and against any cost or
expense (including attorneys' fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the Plan, unless, in either case,
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<PAGE> 5
such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
the best interests of the Company.
5. ELIGIBILITY
The persons who shall be eligible to receive Incentive Awards pursuant
to the Plan shall be the Employees or Consultants who are largely responsible
for the management, growth and protection of the business of the Company
(including officers of the Company, whether or not they are directors of the
Company) as the Committee, in its absolute discretion, shall select from time
to time; provided, however, Incentive Stock Options may only be granted to
Employees.
6. OPTIONS
The Committee may grant Options pursuant to the Plan, which Options
shall be evidenced by agreements in such form as the Committee shall from time
to time approve. Options shall comply with and be subject to the following
terms and conditions:
(a) Identification of Options
All Options granted under the Plan shall be clearly identified in the
agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options.
(b) Exercise Price
Except as provided in Section 6(e) hereof, the exercise price of any
Option granted under the Plan shall be not less than 100% of the Fair Market
Value of a share of Common Stock on the date on which such Option is granted.
(c) Term and Exercise of Options
(1) Each Option shall be exercisable on such date or dates,
during such period and for such number of shares of Common Stock as
shall be determined by the Committee on the day on which such Option
is granted and set forth in the agreement evidencing the Option;
provided, however, that (A) no Incentive Stock Option shall be
exercisable after the expiration of five years from the date such
Incentive Stock Option was granted, and (B) no Non Qualified Stock
Option shall be exercisable after the expiration of ten years from the
date such Non Qualified Stock Option was granted and (C) no Option
shall be exercisable until six months after the date of grant; and,
provided, further, that each Option shall be subject to earlier
termination, expiration or cancellation as provided in the Plan.
(2) Each Option shall be exercisable in whole or in part with
respect to whole shares of Common Stock. The partial exercise of an
Option shall not cause the expiration, termination or cancellation of
the remaining portion thereof. Upon the partial exercise of an
Option, the agreement evidencing such Option shall be returned to the
Participant exercising such Option together with the delivery of the
certificates described in Section 6(c)(5) hereof.
(3) An Option shall be exercised by delivering notice to the
Company's principal office, to the attention of its Secretary, no
fewer than five business days in advance of the effective date of the
proposed exercise. Such notice shall be accompanied by the agreement
evidencing the Option, shall specify the number of shares of Common
Stock with respect to which the Option is being exercised and the
effective date of the proposed exercise, and shall be signed by the
Participant. The Participant may withdraw such notice at any time
prior to the close of business on the business day immediately
preceding the effective date of the proposed exercise, in which case
such agreement shall be returned to the Participant. Payment for
shares of Common Stock purchased upon the exercise of an Option shall
be made on the effective date of such exercise either (i) in cash, by
certified check, bank cashier's check or wire transfer or (ii) subject
to the approval of the Committee, in shares of Common Stock owned by
the Participant and valued at their Fair Market Value on the effective
date of such exercise, or partly in shares of
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<PAGE> 6
Common Stock with the balance in cash, by certified check, bank
cashier's check or wire transfer. Any payment in shares of Common
Stock shall be effected by the delivery of such shares to the
Secretary of the Company, duly endorsed in blank or accompanied by
stock powers duly executed in blank, together with any other documents
and evidences as the Secretary of the Company shall require from time
to time.
(4) Any Option granted under the Plan may be exercised by a
broker-dealer acting on behalf of a Participant if (i) the
broker-dealer has received from the Participant or the Company a duly
endorsed agreement evidencing such Option and instructions signed by
the Participant requesting the Company to deliver the shares of Common
Stock subject to such Option to the broker-dealer on behalf of the
Participant and specifying the account into which such shares should
be deposited, (ii) adequate provision has been made with respect to
the payment of any withholding taxes due upon such exercise and (iii)
the broker-dealer and the Participant have otherwise complied with
Section 220.3(e)(4) of Regulation T, 12 CFR Part 220.
(5) Certificates for shares of Common Stock purchased upon
the exercise of an Option shall be issued in the name of the
Participant and delivered to the Participant as soon as practicable
following the effective date on which the Option is exercised;
provided, however, that such delivery shall be effected for all
purposes when a stock transfer agent of the Company shall have
deposited such certificates in the United States mail, addressed to
the Participant.
(6) During the lifetime of a Participant each Option granted
to him shall be exercisable only by him or a broker-dealer acting on
behalf of such Participant pursuant to Section 6(c)(4) hereof. No
Option shall be assignable or transferable otherwise than by will or
by the laws of descent and distribution.
(d) Limitations on Grant of Options
(1) No Participant may be granted Options for more than
50,000 shares of Common Stock during any Company fiscal year, such
maximum number of shares subject to Options being referred to in this
Plan as the "Annual Option Limitation".
(2) Solely for purposes of the Annual Option Limitation,
shares of Common Stock subject to Options granted to a Participant
hereunder which are (i) subsequently cancelled shall continue to be
counted against the 50,000 share Annual Option Limitation with respect
to such Participant, and/or (ii) subsequently amended to reduce the
exercise price of such Options shall be deemed a cancellation of such
original Options and the grant of a deemed new Option with respect to
such Participant, resulting in both the deemed cancelled Options and
the new Options counting against the 50,000 share Annual Option
Limitation with respect to such Participant.
(e) Limitations on Grant of Incentive Stock Options
(1) The aggregate Fair Market Value of shares of Common Stock
with respect to which "incentive stock options" (within the meaning of
Section 422, without regard to Section 422(d) of the Code) are
exercisable for the first time by a Participant during any calendar
year under the Plan (and any other stock option plan of the Company,
or any Parent or Subsidiary) shall not exceed $100,000. Such Fair
Market Value shall be determined as of the date on which each such
Incentive Stock Option is granted. If such aggregate Fair Market
Value of shares of Common Stock underlying such Incentive Stock
Options exceeds $100,000, then Incentive Stock Options granted
hereunder to such Participant shall, to the extent and in the order
required by Regulations promulgated under the Code (or any other
authority having the force of Regulations), automatically be deemed to
be Non-Qualified Stock Options, but all other terms and provisions of
such Incentive Stock Options shall remain unchanged. In the absence
of such Regulations (and authority), or if such Regulations (or
authority) require or permit a designation of the options which shall
cease to constitute Incentive Stock Options, Incentive Stock Options
shall, to the extent of such excess and in the order in which they
were granted, automatically be deemed to be Non-Qualified Stock
Options, but all other terms and provisions of such Incentive Stock
Options shall remain unchanged.
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<PAGE> 7
(2) No Incentive Stock Option may be granted to an individual
if, at the time of the proposed grant, such individual owns stock
possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or any of its Subsidiaries, unless
(i) the exercise price of such Incentive Stock Option is at least 110%
of the Fair Market Value of a share of Common Stock at the time such
Incentive Stock Option is granted and (ii) such Incentive Stock Option
is not exercisable after the expiration of five years from the date
such Incentive Stock Option is granted.
(f) Effect of Termination of Employment
(1) If the employment of a Participant with the Company shall
terminate for any reason other than Cause, "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) or
the death of the Participant, (i) Options granted to such Participant,
to the extent that they were exercisable at the time of such
termination, shall remain exercisable until the expiration of ninety
days after such termination, on which date they shall expire, and (ii)
Options granted to such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire at the close
of business on the date of such termination; provided, however, that
no Option shall be exercisable after the expiration of its term.
(2) If the employment of a Participant with the Company shall
terminate as a result of the "permanent and total disability" (within
the meaning of Section 22(e)(3) of the Code) or the death of the
Participant, Options granted to such Participant and outstanding at
the time of such termination, whether or not exercisable, shall become
immediately exercisable and remain exercisable until the expiration of
one year after such termination, on which date they shall expire;
provided, however, that no Option shall be exercisable prior to 6
months from the date of grant or after the expiration of its term.
(3) In the event of the termination of a Participant's
employment for Cause, all outstanding Options granted to such
Participant shall expire at the commencement of business on the date
of such termination.
(4) A Participant's employment with the Company shall be
deemed terminated if the Participant's leave of absence (including
military or such leave or other bona fide leave of absence) extends
for more than 90 days and the Participant's continued employment with
the Company is not guaranteed by contract or statute.
(g) Acceleration of Exercise Date Upon Change in Control
Upon the occurrence of a Change in Control, the Committee (as
constituted immediately prior to the Change in Control) shall determine, in its
absolute discretion, whether each Option granted under the Plan and outstanding
at such time shall become fully and immediately exercisable and remain
exercisable until its expiration, termination or cancellation pursuant to the
terms of the Plan or whether each such Option shall continue to vest according
to its terms.
7. RESTRICTED STOCK
The Committee may grant shares of Restricted Stock pursuant to the
Plan. Each grant of shares of Restricted Stock shall be evidenced by an
agreement in such form as the Committee shall from time to time approve. Each
grant of shares of Restricted Stock shall comply with and be subject to the
following terms and conditions:
(a) Issue Date and Vesting Date
At the time of the grant of shares of Restricted Stock, the Committee
shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting
Dates with respect to such shares. Except as provided in Sections 7(c) and
7(g) hereof, upon the occurrence of the Issue Date with respect to a share of
Restricted Stock, a share of Restricted Stock shall be issued in accordance
with the provisions of Section 7(d) hereof. Provided that all conditions to
the vesting of a share of Restricted Stock imposed pursuant to Section 7(b)
hereof are satisfied, and except as provided in Sections 7(c) and 7(g) hereof,
upon
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<PAGE> 8
the occurrence of the Vesting Date with respect to a share of Restricted Stock,
such share shall vest and the restrictions of Section 7(c) hereof shall cease
to apply to such share.
(b) Conditions to Vesting
(1) At the time of grant of any shares of Restricted Stock to
a Participant, the Committee shall adopt, in writing within 90 days
after the commencement of the Performance Period pertaining to such
shares, a vesting schedule pursuant to which up to 1/3 of such shares
shall vest upon the expiration of each year during the Performance
Period based on the Company's achievement of certain performance
criteria attributable to the following three measures of operational
efficiency: (i) the EBITDA to Sales Ratio, (ii) the Working Capital
to Sales Ratio, and (iii) the profitability of the Company; provided,
however, that no such shares shall vest unless such Participant
remains continuously employed by the Company throughout the entire
Performance Period with respect to such shares, except as otherwise
provided in Paragraph 7(g)(1) hereof.
(2) Prior to the vesting of any shares of Restricted Stock
granted to a Participant, the Committee shall certify in writing that
such all conditions of vesting have been satisfied with respect to
such Participant, including the Company's achievement of the
performance criteria described in Paragraph 7(b)(1) hereof and the
Participant's compliance with the continuous employment requirement
(except as otherwise provided under Paragraph 7(g)(1) hereof).
(c) Restrictions on Transfer Prior to Vesting and Expiration of
the Performance Period
Except as provided in Paragraph 7(g)(1) hereof, prior to the vesting
of a share of Restricted Stock and the expiration of the Performance Period
pertaining to such Restricted Stock, no transfer of a Participant's rights with
respect to such share, whether voluntary or involuntary, by operation of law or
otherwise, shall vest the transferee with any interest or right in or with
respect to such share, but immediately upon any attempt to transfer such
rights, such share, and all of the rights related thereto, shall be forfeited
by the Participant and the transfer shall be of no force or effect.
(d) Issuance of Certificates
(1) Except as provided in Sections 7(c) or 7(f) hereof,
reasonably promptly after the Issue Date with respect to shares of
Restricted Stock, the Company shall cause to be issued a stock
certificate, registered in the name of the Participant to whom such
shares were granted, evidencing such shares; provided, that the
Company shall not cause to be issued such a stock certificates unless
it has received a stock power duly endorsed in blank with respect to
such shares. Each such stock certificate shall bear the following
legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the restrictions,
terms and conditions (including forfeiture and restrictions
against transfer) contained in the Gundle/SLT Environmental,
Inc. Amended and Restated 1995 Incentive Stock Plan and an
Agreement entered into between the registered owner of such
shares and Gundle/SLT Environmental, Inc. A copy of the Plan
and Agreement is on file in the office of the Secretary of
Gundle/SLT Environmental, Inc., 19103 Gundle Road, Houston,
Texas 77073.
Except as provided in Paragraph 7(g)(1) hereof, such legend shall not
be removed from the certificate evidencing such shares until after (i)
the vesting of such shares pursuant to the terms hereof, (ii) the
Committee's written certification of such vesting pursuant to
Paragraph 7(b)(2) hereof and (iii) the expiration of the Performance
Period pertaining to such shares.
(2) Each certificate issued pursuant to Paragraph 7(d)(1)
hereof, together with the stock powers relating to the shares of
Restricted Stock evidenced by such certificate, shall be held by the
Company. The Company shall
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<PAGE> 9
issue to the Participant a receipt evidencing the certificates held by
it which are registered in the name of the Participant.
(e) Limitation on Grant of Restricted Stock
No Participant may be granted more than 100,000 shares of Restricted
Stock during any three-year Performance Period.
(f) Consequences Upon Vesting and Expiration of Performance Period
Upon (i) the vesting of a share of Restricted Stock pursuant to the
terms hereof, (ii) the Committee's written certification of such vesting
pursuant to Paragraph 7(b)(2) hereof, and (iii) the expiration of the
Performance Period pertaining to such share, the restrictions of Section 7(c)
hereof shall cease to apply to such share. Reasonably promptly thereafter, the
Company shall cause to be issued and delivered to the Participant to whom such
share was granted, a certificate evidencing such share, free of the legend set
forth in Paragraph 7(d)(1) hereof, together with any other property of the
Participant held by Company pursuant to Sections 7(d) and 11(a) hereof;
provided, however, that such delivery shall be effected for all purposes when
the Company shall have deposited such certificate and other property in the
United States mail, addressed to the Participant. Any shares of Restricted
Stock granted to a Participant which have not vested upon expiration of the
Performance Period pertaining to such shares shall immediately be forfeited.
(g) Effect of Termination of Employment
(1) If the employment of a Participant with the Company shall
terminate for any reason other than for Cause or voluntary resignation
prior to the expiration of the Performance Period pertaining to the
shares of Restricted Stock granted to such Participant, then,
notwithstanding such Participant's failure to maintain continuous
employment with the Company throughout such Performance Period, the
portion of such shares, to the extent otherwise vested pursuant to the
vesting schedule described in Section 7(b) hereof and for which the
Committee has certified in writing as to the Company's achievement of
the performance criteria set forth in such schedule, shall vest as of
the date of such termination and the restrictions of Section 7(c)
hereof shall cease to apply to such shares, provided, that such
Participant remained an Employee from commencement of such Performance
Period until the date of termination and that such shares were not
forfeited or cancelled prior to such termination pursuant to any other
provision hereof. The Company shall cause to be issued and delivered
to such terminated Participant, within 30 days after the date of such
termination, a certificate evidencing that portion of the shares of
Restricted Stock described in the immediately preceding sentence, free
of the legend set forth in Paragraph 7(d)(1) hereof; provided,
however, that such delivery shall be effected for all purposes when
the Company shall have deposited such certificate in the United States
mail, addressed to the Participant.
(2) In the event of the termination of a Participant's
employment with the Company for Cause or voluntary resignation prior
to the expiration of the Performance Period pertaining to shares of
Restricted Stock granted to such Participant, all such shares,
notwithstanding the vesting of all or any portion of such shares
pursuant to the vesting schedule described in Section 7(b) hereof,
shall be forfeited as of the commencement of business on the date of
such termination.
(h) Effect of Change in Control
Upon the occurrence of a Change in Control, the Committee (as
constituted immediately prior to such Change in Control) shall determine, in
its absolute discretion, whether all shares of Restricted Stock which have not
theretofore vested (including those with respect to which the Issue Date has
not yet occurred) shall immediately vest or whether such shares shall continue
to vest according to their respective terms.
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<PAGE> 10
8. PHANTOM STOCK
The Committee may grant shares of Phantom Stock pursuant to the Plan.
Each grant of shares of Phantom Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve. Each grant of
shares of Phantom Stock shall comply with and be subject to the following terms
and conditions:
(a) Vesting Date
At the time of the grant of shares of Phantom Stock, the Committee
shall establish a Vesting Date or Vesting Dates with respect to such shares.
The Committee may divide such shares into classes and assign a different
Vesting Date for each class. Provided that all conditions to the vesting of a
share of Phantom Stock imposed pursuant to Section 8(c) hereof are satisfied,
and except as provided in Section 8(d) hereof, upon the occurrence of the
Vesting Date with respect to a share of Phantom Stock, such share shall vest.
(b) Benefit Upon Vesting
Upon the vesting of a share of Phantom Stock, a Participant shall be
entitled to receive in cash, within 90 days of the date on which such share
vests, an amount in cash in a lump sum equal to the sum of (i) the Fair Market
Value of a share of Common Stock of the Company on the date on which such share
of Phantom Stock vests and (ii) the aggregate amount of cash dividends paid
with respect to a share of Common Stock of the Company during the period
commencing on the date on which the share of Phantom Stock was granted and
terminating on the date on which such share vests.
(c) Conditions to Vesting
At the time of the grant of shares of Phantom Stock, the Committee may
impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it, in its absolute discretion, deems
appropriate. By way of example and not by way of limitation, the Committee may
require, as a condition to the vesting of any class or classes of shares of
Phantom Stock, that the Participant or the Company achieve certain performance
criteria, such criteria to be specified by the Committee at the time of the
grant of such shares.
(d) Effect of Termination of Employment
(1) If the employment of a Participant with the Company shall
terminate for any reason other than Cause prior to the vesting of
shares of Phantom Stock granted to such Participant a portion of such
shares, to the extent not forfeited or canceled on or prior to such
termination pursuant to any provision hereof, shall vest on the date
of such termination. The portion referred to in the preceding
sentence shall be determined by the Committee at the time of the grant
of such shares of Phantom Stock and may be based on the achievement of
any conditions imposed by the Committee with respect to such shares
pursuant to Section 8(c) hereof. Such portion may equal zero.
(2) In the event of the termination of a Participant's
employment for Cause, all shares of Phantom Stock granted to such
Participant which have not vested as of the date of such termination
shall immediately be forfeited.
(e) Effect of Change in Control
Upon the occurrence of a Change in Control the Committee (as
constituted immediately prior to such Change in Control) shall determine, in
its absolute discretion, whether all shares of Phantom Stock which have not
theretofore vested shall immediately vest or whether such shares shall continue
to vest according to their respective terms.
9. STOCK BONUSES
The Committee may, in its absolute discretion, grant Stock Bonuses in
such amounts as it shall determine from time to time. A Stock Bonus shall be
paid at such time and subject to such conditions as the Committee shall
determine at the
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<PAGE> 11
time of the grant of such Stock Bonus. Certificates for shares of Common Stock
granted as a Stock Bonus shall be issued in the name of the Participant to whom
such grant was made and delivered to such Participant as soon as practicable
after the date on which such Stock Bonus is required to be paid.
10. CASH BONUSES
(a) Mandatory Cash Bonuses
The Committee shall grant, in connection with each grant of Restricted
Stock to a Participant, a Cash Bonus to such Participant, payable promptly
after the date on which the Participant is required to recognize ordinary
compensation income for federal income tax purposes in connection with such
grant of Restricted Stock (without regard to any election under Section 83(b)
of the Code). The Cash Bonus shall be in an amount equal to the product of (i)
the total ordinary compensation income to be recognized for federal income tax
purposes by such Participant in connection with such grant of Restricted Stock,
multiplied by (ii) the highest federal income tax rate applicable to
individuals under Section 1 of the Code (or any successor provision thereto);
provided, however, that no such Cash Bonus shall be paid until the Committee
has provided the written notification pursuant to Section 7(b)(2) hereof.
(b) Other Cash Bonuses
The Committee may, in its absolute discretion, grant in connection
with any grant of Stock Bonus or at any time thereafter, a Cash Bonus, payable
promptly after the date on which the Participant is required to recognize
income for federal income tax purposes in connection with such Stock Bonus, in
such amounts as the Committee shall determine from time to time; provided,
however, that in no event shall the amount of a Cash Bonus exceed the Fair
Market Value on such date of the shares related to the Stock Bonus. A Cash
Bonus shall be subject to such conditions as the Committee shall determine at
the time of the grant of such Cash Bonus.
11. ADJUSTMENT UPON CHANGES IN COMMON STOCK
(a) Outstanding Restricted Stock and Phantom Stock
Unless the Committee in its absolute discretion otherwise determines,
if a Participant receives any securities or other property (including dividends
paid in cash) with respect to a share of Restricted Stock, the Issue Date with
respect to which occurs prior to such event, but which has not vested as of the
date of such event, as a result of any dividend, stock split recapitalization,
merger, consolidation, combination, exchange of shares or otherwise, such
securities or other property will not vest until such share of Restricted Stock
vests, and shall be held by the Company pursuant to Paragraph 7(d)(2) hereof as
if such securities or other property were unvested shares of Restricted Stock.
The Committee may, in its absolute discretion, adjust any grant of
shares of Restricted Stock, the Issue Date with respect to which has not
occurred as of the date of the occurrence of any of the following events, or
any grant of shares of Phantom Stock, to reflect any dividend, stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
similar corporate change as the Committee may deem appropriate to prevent the
enlargement or dilution of rights of Participants under the grant.
(b) Outstanding Options, Increase or Decrease in Issued Shares
Without Consideration
Subject to any required action by the stockholders of the Company, in
the event of any increase or decrease in the number of issued shares of Common
Stock resulting from a subdivision or consolidation of shares of Common Stock
or the payment of a stock dividend (but only on the shares of Common Stock), or
any other increase or decrease in the number of such shares effected without
receipt of consideration by the Company, the Committee shall proportionally
adjust the number of shares and the exercise price per share of Common Stock
subject to each outstanding Option. Conversion of any of the Company's
convertible securities shall not be deemed to have been "effected without
receipt of consideration by the Company."
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(c) Outstanding Options, Certain Mergers
Subject to any required action by the stockholders of the Company, if
the Company shall be the surviving corporation in any merger or consolidation
(except a merger or consolidation as a result of which the holders of shares of
Common Stock receive securities of another corporation), each Option
outstanding on the date of such merger or consolidation shall entitle the
Participant to acquire upon exercise the securities which a holder of the
number of shares of Common Stock subject to such Option would have received in
such merger or consolidation.
(d) Outstanding Options, Certain Other Transactions
In the event of a dissolution or liquidation of the Company, a sale of
all or substantially all of the Company's assets, a merger or consolidation
involving the Company in which the Company is not the surviving corporation or
a merger or consolidation involving the Company in which the Company is the
surviving corporation but the holders of shares of Common Stock receive
securities of another corporation and/or other property, including cash, the
Committee shall, in its absolute discretion, have the power to:
(i) cancel, effective immediately prior to the occurrence of
such event, each Option outstanding immediately prior to such event
(whether or not then exercisable), and, in full consideration of such
cancellation, pay to the Participant to whom such Option was granted
an amount in cash, for each share of Common Stock subject to such
Option equal to the excess of (A) the value, as determined by the
Committee in its absolute discretion, of the property (including cash)
received by the holder of a share of Common Stock as a result of such
event over (B) the exercise price of such Option; or
(ii) provide for the exchange of each Option outstanding
immediately prior to such event (whether or not then exercisable) for
an option on some or all of the property for which such Option is
exchanged and, incident thereto, make an equitable adjustment as
determined by the Committee in its absolute discretion in the exercise
price of the option, or the number of shares or amount of property
subject to the option or, if appropriate, provide for a cash payment
to the Participant to whom such Option was granted in partial
consideration for the exchange of the Option.
(e) Outstanding Options, Other Changes
In the event of any change in the capitalization of the Company or
corporate change other than those specifically referred to in Sections 11(b),
(c) or (d) hereof, the Committee may, in its absolute discretion, make such
adjustments in the number and class of shares subject to Options outstanding on
the date on which such change occurs and in the per share exercise price of
each such Option as the Committee may consider appropriate to prevent dilution
or enlargement of rights.
(f) No Other Rights
Except as expressly provided in the Plan, no Participant shall have
any rights by reason of any subdivision or consolidation of shares of stock of
any class, the payment of any dividend, any increase or decrease in the number
of shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation. Except as expressly
provided in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to an Incentive Award or the exercise
price of any Option.
12. RIGHTS AS A STOCKHOLDER
No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Incentive Award granted
pursuant to this Plan until the date of the issuance of a stock certificate
with respect to such shares. Except as otherwise expressly provided in Section
11 hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.
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13. NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD
Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his employment by
the Company or interfere in any way with the right of the Company, subject to
the terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Incentive
Award.
No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to
such Participant or any other Participant or other person at any time nor
preclude the Committee from making subsequent grants to such Participant or any
other Participant or other person.
14. SECURITIES MATTERS
(a) The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of any shares of Common Stock to be
issued hereunder or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates evidencing shares
of Common Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Common Stock are
traded. The Committee may require, as a condition of the issuance and delivery
of certificates evidencing shares of Common Stock pursuant to the terms hereof,
that the recipient of such shares make such covenants, agreements and
representations, and that such certificates bear such legends, as the
Committee, in its sole discretion, deems necessary or desirable.
(b) The exercise of any Option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that the
issuance and delivery of shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authorities
and the requirements of any securities exchange on which shares of Common Stock
are traded. The Company may, in its sole discretion, defer the effectiveness
of any exercise of an Option granted hereunder in order to allow the issuance
of shares of Common Stock pursuant thereto to be made pursuant to registration
or an exemption from registration or other methods for compliance available
under federal or state securities laws. The Company shall inform the
Participant in writing of its decision to defer the effectiveness of the
exercise of an Option granted hereunder. During the period that the
effectiveness of the exercise of an Option has been deferred, the Participant
may, by written notice, withdraw such exercise and obtain the refund of any
amount paid with respect thereto.
15. WITHHOLDING TAXES
Whenever shares of Common Stock are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or Vesting Date with respect to a
share of Restricted Stock or the payment of a Stock Bonus, the Company shall
have the right to require the Participant to remit to the Company in cash an
amount sufficient to satisfy federal, state and local withholding tax
requirements, if any, attributable to such exercise, occurrence or payment
prior to the delivery of any certificate or certificates for such shares. In
addition, upon the grant of a Cash Bonus or the making of a payment with
respect to a share of Phantom Stock, the Company shall have the right to
withhold from any cash payment required to be made pursuant thereto an amount
sufficient to satisfy the federal, state and local withholding tax
requirements, if any, attributable to such exercise or grant.
16. AMENDMENT OF THE PLAN
The Board of Directors may at any time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever, provided, however, that
without approval of the stockholders no revision or amendment shall (i) except
as provided in Section 11 hereof, increase the number of shares of Common Stock
that may be issued under the Plan; (ii) increase the Annual Option Limitation
and/or the maximum number of shares of Restricted Stock which may be granted
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during the relevant Performance Period, as set forth in Sections 6(d) and 7(e)
hereof, respectively; (iii) materially increase the benefits accruing to
individuals holding Incentive Awards granted pursuant to the Plan; or (iv)
materially modify the requirements as to eligibility for participation in the
Plan.
17. NO OBLIGATION TO EXERCISE
The grant to a Participant of an Option shall impose no obligation
upon such Participant to exercise such Option.
18. TRANSFERS UPON DEATH
Upon the death of a Participant, outstanding Incentive Awards granted
to such Participant may be exercised only by the executors or administrators of
the Participant's estate or by any person or persons who shall have acquired
such right to exercise by will or by the laws of descent and distribution. No
transfer by will or the laws of descent and distribution of any Incentive
Award, or the right to exercise any Incentive Award, shall be effective to bind
the Company unless the Committee shall have been furnished with (a) written
notice thereof and with a copy of the will and/or such evidence as the
Committee may deem necessary to establish the validity of the transfer and (b)
an agreement by the transferee to comply with all the terms and conditions of
the Incentive Award that are or would have been applicable to the Participant
and to be bound by the acknowledgments made by the Participant in connection
with the grant of the Incentive Award.
19. EXPENSES AND RECEIPTS
The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.
20. FAILURE TO COMPLY
In addition to the remedies of the Company elsewhere provided for
herein, failure by a Participant to comply with any of the terms and conditions
of the Plan or the agreement executed by such Participant evidencing an
Incentive Award, unless such failure is remedied by such Participant within ten
days after having been notified of such failure by the Committee, shall be
grounds for the cancellation and forfeiture of such Incentive Award, in whole
or in part as the Committee, in its absolute discretion, may determine.
21. EFFECTIVE DATE AND TERM OF PLAN
The Plan was adopted by the Board of Directors on March 26, 1996, and
approved by the stockholders of the Company at its annual meeting on May 2,
1996 (the "Effective Date"), in accordance with applicable law, the
requirements of Sections 422 and 162(m) of the Code and the requirements of
Rule 16b-3 under Section 16(b) of the Exchange Act. No Incentive Award may be
granted under the Plan after March 25, 2001.
-14-
<PAGE> 1
PORTER & HEDGES, L.L.P.
ATTORNEYS AT LAW
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002-2764
------------------------------
TELECOPIER (713) 228-1331
TELEPHONE (713) 226-0600
MAILING ADDRESS:
P.O. BOX 4744
HOUSTON, TX 77210-4744
March 6, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Gundle/SLT Environmental, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Gundle/SLT Environmental, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
under the Securities Act of 1933, as amended, of 1,750,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share (the "Common
Stock"). In such capacity, we have examined the certificate of incorporation,
as amended, the bylaws, and corporate proceedings of the Company, and based on
such examination and having regard for applicable legal principles, it is our
opinion the Shares to be offered and sold pursuant to the Registration
Statement will be validly issued, fully-paid and nonassessable outstanding
shares of Common Stock.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
PORTER & HEDGES, L.L.P.
/s/ PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Gundle/SLT Environmental, Inc. Amended and Restated 1995
Incentive Stock Plan of our report dated February 2, 1996, with respect to the
consolidated financial statements and schedule of Gundle/SLT Environmental, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Houston, Texas
March 14, 1996
