<PAGE>
As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
MARITRANS INC.
(Exact name of company as specified in its charter)
Delaware 51-0343903
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
1818 Market Street, Suite 3540
Philadelphia, Pennsylvania 19103
(Address of principal executive (Zip Code)
offices)
Maritrans Inc.
Directors' and Key Employees'
Equity Compensation Plan
(Full title of the plan)
Parker S. Wise
Secretary and General Counsel
Maritrans Inc.
1818 Market Street, Suite 3540
Philadelphia, PA 19103-3636
(Name and address of agent for service)
(215) 864-1200
(Telephone number, including area code, of agent for service)
Copy of all communications to:
Robert J. Lichtenstein
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share (2) offering price (2) registration fee (2) (3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value 900,000 $5.75 $ 5,175,000.00 $1,438.65
====================================================================================================================================
</TABLE>
(1) This Registration Statement covers shares of Common Stock of Maritrans Inc.,
which may be offered or sold pursuant to the Maritrans Inc. Directors and
Key Employees' Equity Compensation Plan. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the"Securities Act"), this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
(2) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the
Securities Act, solely for the purpose of calculating the registration
fee, based upon the average of the high and low sales prices of shares
of the Company's Common Stock on May 28, 1999, as reported on the New
York Stock Exchange.
(3) The registration fee of $1,438.65 was wired from the Company on June 2,
1999.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed with the U.S. Securities and
Exchange Commission (the "Commission") by Maritrans Inc. (the "Company")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Form S-8 Registration Statement
(the "Registration Statement") and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998 10-K");
2. The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1999; and
3. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B filed on May 12, 1993.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified shall not be deemed to
constitute a part of the Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.
Independent Public Accountants
- ------------------------------
The consolidated financial statements of Maritrans Inc. appearing
in Maritrans Inc.'s Annual Report (Form 10-K) for the year ended December 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given on the authority of such firm as experts in accounting and auditing.
Item 4. Description of Securities.
--------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the Delaware General Corporation Law ("Section
145") permits indemnification of directors, officers, agents and controlling
persons of a corporation under certain conditions and subject to certain
limitations. Article 7 of the Company's By-Laws provides for the indemnification
of the Company's officers, directors and trustees of the Company's employee
benefit plans to the maximum extent permitted by the Delaware General
Corporation Law. Section 145 also empowers the Company to purchase and maintain
insurance that protects its officers, directors, employees and agents against
any liabilities incurred in connection with their service in such positions.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable
Item 8. Exhibits.(1)
--------
Exhibit Numbers Exhibit
---------------------------------------------------------------------
4 Restated Certificate of Incorporation, Amended
and Restated By-laws of Maritrans Inc. and
Shareholder Rights Agreement (incorporated by
reference to Exhibits 3.1, 3.2 and 4.2 of
Maritrans Inc.'s Annual Report on Form 10-K
filed March 31, 1999)
23.1 Consent of Ernst & Young LLP
24 Power of Attorney (included as part of the
signature page)
99.1 Maritrans Inc. Directors' and Key Employees'
Equity Compensation Plan
Item 9. Undertakings.
------------
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
- -----------------------
(1) The Maritrans Inc. Directors' and Key Employees' Equity Compensation Plan
shall distribute only treasury shares and not original issue shares.
Therefore, in accordance with the instructions for Item 8 of Form S-8 there
is no requirement for an opinion of counsel as to the legality of the
securities being registered and no such opinion is presented.
II-2
<PAGE>
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that subparagraphs (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 subparagraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
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 that remain
unsold at the termination of the offering.
The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Philadelphia, Commonwealth of Pennsylvania on this 3rd day of
June, 1999.
MARITRANS INC.
By: /s/ Stephen A. Van Dyck
--------------------------------------
Name: Stephen A. Van Dyck
Title: Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by or on behalf of the following persons in the
capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints
Stephen A. Van Dyck and Walter T. Bromfield, and each such officer acting
singly, his true and lawful attorney-in-fact, in his name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.
Name Title Date
- ---- ----- ----
/s/ Stephen A. Van Dyck Chairman of the Board and June 3, 1999
- --------------------------- Chief Executive Officer
Stephen A. Van Dyck
/s/ H. William Brown Chief Financial Officer June 3, 1999
- --------------------------- (Principal Financial
H. William Brown Officer)
/s/ Walter T. Bromfield Treasurer and Controller June 3, 1999
- --------------------------- (Principal Accounting
Walter T. Bromfield Officer)
/s/ Dr. Robert E. Boni Director June 3, 1999
- ---------------------------
Dr. Robert E. Boni
/s/ Dr. Craig E. Dorman Director June 3, 1999
- ---------------------------
Dr. Craig E. Dorman
/s/ Robert J. Lichtenstein Director June 3, 1999
- ---------------------------
Robert J. Lichtenstein
/s/ Brent Stienecker Director June 3, 1999
- ---------------------------
Brent Stienecker
<PAGE>
INDEX TO EXHIBITS
Exhibit Numbers.(2) Exhibit
---------------------------------------------------------------
4 Restated Certificate of Incorporation,
Amended and Restated By-laws of
Maritrans Inc. and Shareholder Rights
Agreement (incorporated by reference
to Exhibits 3.1, 3.2 and 4.2 of
Maritrans Inc.'s Annual Report on
Form 10-K filed March 31, 1999)
23.1 Consent of Ernst & Young LLP
24 Power of Attorney (included as part of
the signature page)
99.1 Maritrans Inc. Directors' and Key
Employees' Equity Compensation Plan
- ---------------------
(2) The Maritrans Inc. Directors' and Key Employees' Equity Compensation Plan
shall distribute only treasury shares and not original issue shares.
Therefore, in accordance with the instructions for Item 8 of Form S-8 there
is no requirement for an opinion of counsel as to the legality of the
securities being registered and no such opinion is presented.
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
We consent to the reference to our firm under the caption "Independent Public
Accountants" in the Registration Statement (Form S-8 No. 333-00000) pertaining
to the Maritrans Inc. Directors' and Key Employees' Equity Compensation Plan and
to the incorporation by reference therein of our report dated January 22, 1999,
with respect to the consolidated financial statements of Maritrans Inc. included
in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Philadelphia, PA
June 1, 1999
<PAGE>
EXHIBIT 99.1
MARITRANS INC.
1999 DIRECTORS AND KEY EMPLOYEES EQUITY COMPENSATION PLAN
The purpose of the Maritrans Inc. Equity Compensation Plan (the "Plan") is
(i) to authorize the Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board") to provide non-employee directors and
certain key employees and officers of Maritrans Inc. and its subsidiaries
(hereinafter collectively referred to as the "Company") with certain rights to
acquire common stock of the Company and (ii) to provide for the grant of
nonqualified stock options. The Company believes that this equity compensation
program will cause the participants to contribute materially to the growth of
the Company, thereby benefiting the Company's shareholders.
1. Administration
The Plan shall be administered and interpreted by the Committee. After
receiving recommendations from management of the Company, the Committee shall
have the authority to determine (i) the directors and key employees and officers
to whom options and awards shall be granted under the Plan,(ii) the type, size
and terms of the awards to be made to each director and/or key employee or
officer selected, (iii) the time when the awards will be granted and the
duration of the exercise period and (iv) any other matters arising under the
Plan. Notwithstanding the foregoing, all grants made to directors are subject to
ratification by the Board. The Committee shall have full power and authority to
administer and interpret the Plan and to adopt or amend such rules, regulations,
agreements and instruments for implementing the Plan and for conduct of its
business as it deems necessary or advisable, in its sole discretion. The
Committee's interpretations of the Plan and all determinations made by the
Committee pursuant to the powers vested in it hereunder shall be conclusive and
binding on all persons having any interests in the Plan or in any awards granted
hereunder.
<PAGE>
2. Grants
Incentives under the Plan shall consist of nonqualified stock options,
restricted stock grants, and stock appreciation rights (hereinafter collectively
referred to as "Grants"). All Grants shall be subject to the terms and
conditions set forth herein and to those other terms and conditions consistent
with this Plan as the Committee deems appropriate as are specified in writing by
the Committee to the director (the "Grant Letter"). The Committee shall approve
the form and provisions of each Grant Letter to an employee or officer. Each
Grant Letter to a director shall be approved by the Committee and subject to
ratification by the Board. Grants under a particular Section of the Plan need
not be uniform as among the directors and/or employees or officers and Grants
under two or more Sections of the Plan may be combined in one instrument.
3. Shares Subject to the Plan
(a) Subject to the adjustment specified below, the aggregate number of
shares of common stock of the Company ("Company Stock") that have been or may be
issued or transferred under the Plan is 900,000 shares. The shares must be
treasury shares. If and to the extent options granted under the Plan terminate,
expire, or cancel without having been exercised, the shares subject to such
option or such award shall again be available for purposes of the Plan.
(b) If there is any change in the number or kind of shares of Company Stock
through the declaration of stock dividends, or through a recapitalization, stock
splits, or combinations or exchanges of such shares, or merger, reorganization
or consolidation of the Company, reclassification or change in par value or by
reason of any other extraordinary or unusual events, the number of shares of
Company Stock available for Grants and the number of such shares covered by
outstanding Grants, and the price per share or the applicable market value of
such Grants, shall be proportionately adjusted by the Committee to reflect any
increase or decrease in the number or kind of issued shares of Company Stock;
provided, however, that any fractional shares resulting from such adjustment
shall be eliminated.
4. Eligibility for Participation
Non-employee directors of the Company, key employees of the Company (other
than the Company's Chief Executive Officer), and key officers of the Company
(other than the Company's Chief Executive Officer) shall be eligible to
participate in the Plan (hereinafter referred to individually as the
"Participant" and collectively as the "Participants"). After receiving
recommendations from management of the Company, the Committee shall select the
persons to receive Grants (the "Grantees") from among the Participants and
determine the number of shares of Company Stock subject to a particular Grant in
its sole discretion. Nothing contained in this Plan shall be construed to limit
the right of the Company to grant options otherwise in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including options
granted to employees thereof who become employees of the Company, or for other
proper corporate purposes.
-2-
<PAGE>
5. Granting of Options
(a) Number of Shares. The Committee shall grant to each Grantee a number of
stock options determined in its sole discretion. The Committee, in its sole
discretion, may provide a greater amount of stock options to any Grantee at any
time.
(b) Type of Option and Price. The Committee may not grant options qualifying
as incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The Committee may grant other
stock options ("Nonqualified Stock Options" or "Stock Options") in accordance
with the terms and conditions set forth herein. The purchase price of Company
Stock subject to a Nonqualified Stock Option shall be the fair market value of a
share of such stock on the date such Stock Option is granted or the fair market
value of Company Stock as of a date subsequent to the date of grant as specified
by the Committee in the Grant Letter. The "fair market value" of Company Stock
shall be the closing price of a share of Company Stock on the New York Stock
Exchange; provided, however, that if shares of Company Stock shall not be listed
on the New York Stock Exchange, then the fair market value will be the closing
price of a share of Company Stock on the principal stock exchange on which such
shares are listed for trading, or if no sale takes place on such day on any such
exchange, the average of the closing bid and asked prices on such day as
officially quoted on any such stock exchange or if the Company Stock is not
admitted to trading on any stock exchange the fair market price shall be the
last sale reported on the NASDAQ National Market System published in the Wall
Street Journal or, if no such sale is so reported, the average of the reported
closing bid and asked prices on such day in the over-the-counter market, as
furnished by the National Association of Security Dealers Automated System, or,
if such price at the time is not available from such system, as furnished by any
similar system then engaged in the business of reporting such prices and
selected by the Company or, if there is no such system, as furnished by any
member of the National Association of Security Dealers, selected by the Company.
-3-
<PAGE>
(c) Exercise Period. The Committee shall determine the option exercise
period of each Stock Option. The exercise period shall not exceed ten years from
the date of grant. Notwithstanding any determinations by the Committee regarding
the exercise period of any Stock Option, all outstanding Stock Options shall
become immediately exercisable upon a Change of Control of the Company (as
defined herein).
(d) Vesting of Options. The vesting period for Stock Options shall commence
on the date of grant and shall end on such date as is determined by the
Committee, in its sole discretion, which shall be specified in the Grant Letter.
Notwithstanding any determinations by the Committee regarding the vesting period
of any Stock Option, all outstanding Stock Options shall become immediately
exercisable upon a Change of Control of the Company (as defined herein).
(e) Manner of Exercise. A Grantee may exercise a Stock Option by delivering
a notice of exercise to the Committee with accompanying payment of the option
price. Such notice may instruct the Company to deliver shares of Company Stock
due upon the exercise of the Stock Option to any registered broker or dealer
designated by the Company ("Designated Broker") in lieu of delivery to the
Grantee. Such instructions must designate the account into which the shares are
to be deposited. The Grantee may tender this notice of exercise, which has been
properly executed by the Grantee, and the aforementioned delivery instructions
to any Designated Broker.
(f) Termination of Employment, Disability or Death.
(1) In the event the Grantee during his lifetime ceases to be an
officer, director and/or employee of the Company, as applicable, for any reason
other than death or termination for cause, any Stock Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within six months
and one day of the date on which he ceases to be an officer, director and/or
employee, as applicable, (or within such other period of time as may be
specified in the Grant Letter), but in any event no later than the date of
expiration of the option exercise period; provided, however, that in the case of
a Grantee who is disabled within the meaning of Section 105(d)(4) of the Code,
such period shall be one year rather than six months and one day (except as the
Committee may otherwise provide in the Grant Letter).
-4-
<PAGE>
(2) In the event of the death of the Grantee while he is an officer,
director and/or employee of the Company, as applicable, or within not more than
three months of the date on which he ceases to be an officer, director and/or
employee, as applicable, (or within such other period of time as may be
specified in the Grant Letter), any Stock Option which was otherwise exercisable
by the Grantee at the date of death may be exercised by his personal
representative at any time prior to the expiration of three years from the date
of death, but in any event no later than the date of expiration of the option
exercise period.
(3) With respect to Grantees who are employees only, in the event the
Grantee ceases to be employed by the Company on account of a termination for
Cause by the Company, any Option held by the Grantee shall terminate as of the
date the Grantee ceases to be employed by, or provide service to, the Company.
In addition, notwithstanding any other provisions of this Section 5, with
respect to Grantees who are employees only, if the Committee determines that the
Grantee has engaged in conduct that constitutes Cause at any time while the
Grantee is employed by, or providing service to, the Company or after the
Grantee's termination of employment or service, any Option held by the Grantee
shall immediately terminate and the Grantee shall automatically forfeit all
shares underlying any exercised portion of an Option for which the Company has
not yet delivered the share certificates, upon refund by the Company of the
exercise price paid by the Grantee for such shares. Upon any exercise of an
Option, the Company may withhold delivery of share certificates pending
resolution of an inquiry that could lead to a finding resulting in a forfeiture.
For This Purpose, "Cause" shall mean, except to the extent specified otherwise
by the Committee, a finding by the Committee that the Grantee (i) has breached
his or her employment or service contract with the Company, (ii) has engaged in
disloyalty to the Company, including, without limitation, fraud, embezzlement,
theft, commission of a felony or proven dishonesty in the course of his or her
employment or service, (iii) has disclosed trade secrets or confidential
information of the Company to persons not entitled to receive such information
or (iv) has engaged in such other behavior detrimental to the interests of the
Company as the Committee determines.
(g) Satisfaction of Option Price. The Grantee shall pay the option price in
cash, by delivering shares of Company Stock already owned by the Grantee and
having a fair market value on the date of exercise equal to the option price or
with the combination of cash and shares. The Grantee shall pay the option price
and the amount of withholding tax due, if any, at the time of exercise. In lieu
of requiring payment for any withholding tax due, the Committee may retain a
number of shares which is sufficient to meet its withholding obligation. Shares
of Company Stock shall not be issued or transferred upon exercise of a Stock
Option until the option price and the withholding obligation is fully paid.
-5-
<PAGE>
6. Restricted Stock Grants
The Committee may issue or transfer shares of Company Stock to a Participant
under a grant (a "Restricted Stock Grant") pursuant to an incentive or long
range compensation plan or program approved by the Committee and adopted by the
Board of Directors of the Company. The following provisions are applicable to
Restricted Stock Grants:
(a) General Requirements. Shares of Company Stock issued pursuant to
Restricted Stock Grants will be issued for no consideration. Subject to any
other restrictions by the Committee as provided pursuant to Section 6(e),
restrictions on the transfer of shares of Company Stock set forth in Section
6(c) shall lapse on such date or dates as the Committee may approve until the
restrictions have lapsed on 100% of the shares; provided, however, that upon a
Change of Control of the Company, all restrictions on the transfer of the shares
which have not, prior to such date, been forfeited shall immediately lapse. The
period of years during which the Restricted Stock Grant will remain subject to
restrictions will be designated in the Grant Letter as the "Restriction Period."
(b) Number of Shares. The Committee shall grant to each Grantee a number of
shares of Company Stock determined in its sole discretion. The Committee, in its
sole discretion, may provide a greater amount of Restricted Stock to any Grantee
at any time.
(c) Requirement of Employment. For a Grantee who is an employee, if the
Grantee's employment terminates during a period designated in the Grant Letter
as the Restriction Period, the Restricted Stock Grant terminates as to all
shares covered by the Grant as to which restrictions on transfer have not
lapsed, and those shares of Company Stock must be immediately returned to the
Company. The Committee may, however, provide for complete or partial exceptions
to this requirement as it deems equitable.
-6-
<PAGE>
(d) Requirement of service. For a Grantee who is a non-employee officer or
director, if the Grantee ceases to perform services for the Company during a
period designated in the Grant Letter as the Restriction Period, the Restricted
Stock Grant terminates as to all shares covered by the Grant as to which
restrictions on transfer have not lapsed, and those shares of Company Stock must
be immediately returned to the Company. The Committee may, however, provide for
complete or partial exceptions to this requirement as it deems equitable.
(e) Restrictions on Transfer and Legend on Stock Certificate. During the
Restriction Period, a Grantee may not sell, assign, transfer, pledge, or
otherwise dispose of the shares of Company Stock to which such Restriction
Period applies except to a Successor Grantee under Section 8. Each certificate
for a share issued or transferred under a Restricted Stock Grant shall contain a
legend giving appropriate notice of the restrictions in the Grant. The Grantee
shall be entitled to have the legend removed from the stock certificate or
certificates covering any of the shares subject to restrictions when all
restrictions on such shares have lapsed.
(f) Lapse of Restrictions. All restrictions imposed under the Restricted
Stock Grant shall lapse upon the expiration of the applicable Restriction
Period; provided, however, that upon a Change of Control of the Company, all
restrictions on the transfer of the shares which have not, prior to such date,
been forfeited shall immediately lapse. In addition, the Committee may determine
as to any or all Restricted Stock Grants, that all the restrictions shall lapse,
without regard to any Restriction Period, under such circumstances as it deems
equitable.
7. Stock Appreciation Rights
(a) The Committee may grant stock appreciation rights ("SARs") to any
Grantee in tandem with any Stock Option, for all or a portion of the applicable
Stock Option, either at the time the Stock Option is granted or at any time
thereafter while the Stock Option remains outstanding. The exercise price of
each SAR shall be equal to (i) the exercise price or option price of the related
Stock Option or (ii) the fair market value of a share of Company Stock as of the
date of grant of such SAR.
(b) The number of SARs granted to a Grantee which shall be exercisable
during any given period of time shall not exceed the number of shares of Company
Stock which the Grantee may purchase upon the exercise of the related Stock
Option or Stock Options during such period of time. Upon the exercise of a Stock
Option, the SARs relating to the Company Stock covered by such Stock Option
shall terminate. Upon the exercise of SARs, the related Stock Option shall
terminate to the extent of an equal number of shares of Company Stock.
-7-
<PAGE>
(c) Upon a Grantee's exercise of some or all of his SARs, the Grantee shall
receive in settlement of such SARs an amount equal to the value of the stock
appreciation for the number of SARs exercised, payable in cash, Company Stock or
a combination thereof. The stock appreciation for a SAR is the difference
between the Option Price specified for the related Stock Option and the fair
market value of the underlying Company Stock on the date of exercise of such
SAR.
(d) At the time of such exercise, the Grantee shall have the right to elect
the portion of the amount to be received that shall consist of cash and the
portion that shall consist of Common Stock, which for purposes of calculating
the number of shares of Company Stock to be received, shall be valued at their
fair market value on the date of exercise of such SARs. The Committee shall have
the right to disapprove a Grantee's election to receive cash in full or partial
settlement of the SARs exercised, and to require that shares of Company Stock be
delivered in lieu of cash. If shares of Company Stock are to be received upon
exercise of a SAR, cash shall be delivered in lieu of any fractional share.
(e) A SAR is exercisable only during the period when the Stock Option to
which it is related is also exercisable, and a SAR shall terminate at the same
time that its related Stock Option terminates under Section 5(f). However, in no
event shall a SAR be exercisable during the first six months after being
granted, except that a SAR shall be exercisable at the time of death or
disability of the Grantee if the related Stock Option is then exercisable. No
SAR may be exercised for cash by an officer or director of the Company subject
to Section 16 of the Exchange Act, in whole or in part, except in accordance
with Rule 16b-3(e) under the Exchange Act which, among other things, limits the
period in which a Grantee may elect to exercise his SAR for cash, in whole or in
part, and may exercise the SAR right for cash, to a period beginning on the
third business day following the date of release of the Company's quarterly or
annual summary statements of earnings and ending on the twelfth business day
following such date.
-8-
<PAGE>
8. Transferability of Options and Grants
Only a Participant or his or her authorized legal representative may
exercise rights under a Grant. Such persons may not transfer those rights except
by will or by the laws of descent and distribution or, if permitted under Rule
16b-3 of the Exchange Act and if permitted in any specific case by the Committee
in their sole discretion, pursuant to a qualified domestic relations order as
defined under the Internal Revenue Code or Title I of ERISA or the rules
thereunder. When a Participant dies, the personal representative or other person
entitled to succeed to the rights of the Participant ("Successor Grantee") may
exercise such rights. A Successor Grantee must furnish proof satisfactory to the
Company of his or her right to receive the Grant under the Participant's will or
under the applicable laws of descent and distribution.
9. Change of Control of the Company
As used herein, a "Change of Control" shall be deemed to have taken place if
(i) any Person (including any individual, firm, corporation, partnership or
other entity except the Company or any employee benefit plan of the Company or
of any Affiliate or Associate, both as defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, any
Person or entity organized, appointed or established by the Company for or
pursuant to the terms of any such employee benefit plan), together with all
Affiliates and Associates of such Person, shall become the beneficial owner in
the aggregate of 20% or more of the common stock of the Company then
outstanding; provided, however, that no "Change of Control" shall be deemed to
occur during any period in which any such Person, and its Affiliates and
Associates, are bound by the terms of a standstill agreement under which such
parties have agreed not to acquire more than 30% of the Common Stock of the
Company then outstanding or to solicit proxies, or (ii) during any twenty-four
month period, individuals who at the beginning of such period constituted the
Board cease for any reason to constitute a majority thereof, unless the
election, or the nomination for election by the Company's shareholders, of at
least seventy-five percent of the directors who were not directors at the
beginning of such period was approved by a vote of at least seventy-five percent
of the directors in office at the time of such election or nomination who were
directors at the beginning of such period.
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10. Amendment and Termination of the Plan
(a) Amendment. The Board may amend or terminate the Plan at any time.
(b) Termination of Plan. The Plan shall terminate on the tenth anniversary
of its effective date unless terminated earlier by the Board or unless extended
by the Board.
(c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not result in the
termination or amendment of the Grant unless the Grantee consents or unless the
Committee acts under Section 17(b). The termination of the Plan shall not impair
the power and authority of the Committee with respect to an outstanding Grant.
Whether or not the Plan has terminated, an outstanding Grant may be terminated
or amended under Section 17(b) or may be amended by agreement of the Company and
the Grantee consistent with the Plan.
11. Funding of the Plan
This Plan shall be unfunded. The Company shall not be required to establish
any special or separate fund or to make any other segregation of assets to
assure the payment of any Grants under this Plan. In no event shall interest be
paid or accrued on any Grant, including unpaid installments of Grants.
12. Rights of Participants
Nothing in this Plan shall entitle any Participant or other person to any
claim or right to be granted an award under this Plan. Neither this Plan nor any
action taken hereunder shall be construed as giving any Participant any rights
to be retained in the employ of the Company.
13. Agreements with Participants
Each Grant made under this Plan shall be evidenced by a Grant Letter
containing such terms and conditions as the Committee shall approve.
14. Requirements for Issuance of Shares
No Company Stock shall be issued or transferred upon payment of any Grant
hereunder unless and until all legal requirements applicable to the issuance or
transfer of such Company Stock have been complied with to the satisfaction of
the Committee. The Committee shall have the right to condition any Stock Option
made to any Participant hereunder on such Participant's undertaking in writing
to comply with such restrictions on his subsequent disposition of such shares of
Company Stock as the Committee shall deem necessary or advisable as a result of
any applicable law, regulation or official interpretation thereof, and
certificates representing such shares may be legended to reflect any such
restrictions.
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15. Headings
Section headings are for reference only. In the event of a conflict between
a title and the content of a Section, the content of the Section shall control.
16. Effective Date
This Plan shall be effective as of May 18, 1999.
17. Miscellaneous
(a) Compliance with Law. The Plan, the exercise of Grants and the
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by an
governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.
(b) Ownership of Stock. A Grantee or Successor Grantee shall have no rights
as a shareholder with respect to any shares of Company Stock covered by a Grant
until the shares are issued or transferred to the Grantee or Successor Grantee
on the stock transfer records of the Company.
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