As filed with the Securities and Exchange Commission on June 30, 1995
Registration No. 33-__________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
INTELLIGENT ELECTRONICS, INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 23-2208404
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
411 Eagleview Boulevard
Exton, Pennsylvania 19341
(610) 458-5500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
1995 LONG-TERM INCENTIVE PLAN
and
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Richard D. Sanford,
Chairman of the Board and
Chief Executive Officer
Intelligent Electronics, Inc.
411 Eagleview Boulevard
Exton, Pennsylvania 19341
(Name and Address of Agent For Service)
(610) 458-5500
(Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum
Title of Shares Amount to be Proposed Maximum Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share(1) Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 5,500,000 $13.25 $72,875,000 $25,129.31
($.01 par value)
====================================================================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the 1995 Long-Term Incentive Plan and the 1995
Employee Stock Purchase Plan, both of which are described herein.
PAGE
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Intelligent
Electronics, Inc. ("registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year
ended January 28, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarter ended April 29, 1995;
(c) the Company's Current Reports on Form 8-K dated March 6,
1995 and April 28, 1995; and
(d) the description of the Common Stock, par value $.01 per
share (the "Common Stock"), of the Company contained in the Company's
Registration Statement on Form 8-A, dated June 24, 1987, including
any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement 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.
Item 4. Description of Securities.
The Common Stock, which is the class of securities offered
pursuant to this Registration Statement, is registered under the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock registered hereunder has
been passed upon for the Company by Pepper, Hamilton & Scheetz, Philadelphia,
Pennsylvania. Barry M. Abelson, a director and a member of the Executive
Committee of the Board of Directors of the Company, is a partner of Pepper,
Hamilton & Scheetz. Mr. Abelson owns 42,900 shares of the Company Common Stock
and options to purchase an additional 40,000 shares.
Item 6. Indemnification of Directors and Officers.
Sections 513 and 1741-1750 of the Pennsylvania Business
Corporation Law of 1988 (the "BCL"), Section 8365 of Title 42 of the
Pennsylvania Consolidated Statutes ("Section 8365") and the Company's By-Laws
provide for indemnification of the Company's directors and officers and certain
other persons. Under Sections 1741-1750 of the BCL, directors and officers of
the Company may be indemnified by the Company against all expenses incurred in
connection with actions (including, under certain circumstances, derivative
actions) brought against such director or officer by reason of his or her status
as a representative of the Company, or by reason of the fact that such director
or officer serves or served as a representative of another entity at the
Company's request, so long as the director or officer acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company. As permitted under Section 1741-1750 of the BCL and
Section 8365, the Company's By-Laws provide that the Company shall indemnify
directors and officers against all expenses incurred in connection with actions
(including derivative actions) brought against such director or officer by
reason of the fact that he or she is or was a director or officer of the
Company, or by reason of the fact that such director or officer serves or served
as an employee or agent of any entity at the Company's request, unless the act
or failure to act on the part of the director or officer giving rise to the
claim for indemnification is determined by a court in a final, binding
adjudication to have constituted willful misconduct or recklessness.
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, 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.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
4.1 1995 Long-Term Incentive Plan
4.2 1995 Employee Stock Purchase Plan
5 Opinion of Pepper, Hamilton & Scheetz
23.1 Consent of Independent Accountants
23.2 Consent of Pepper, Hamilton & Scheetz
(Included in Exhibit 5)
24 Power of Attorney (See pages 5-6)
Item 9. Undertakings
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in this registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (ii) above 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
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 15(d) of
the Securities Exchange Act of 1934 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.
<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 the City of Exton, State of Pennsylvania, on this 30th day
of June, 1995.
INTELLIGENT ELECTRONICS, INC.
By: /s/ Richard D. Sanford
---------------------------------------
Richard D. Sanford, Chief Executive
Officer and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard D. Sanford and Edward A. Meltzer,
and each or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Richard D. Sanford
-----------------------------------------
Richard D. Sanford, Chief Executive
Officer and Chairman of the Board
(principal executive officer)
/s/ Gregory A. Pratt
-----------------------------------------
Gregory A. Pratt, President, Chief
Operating Officer and Director
/s/ Edward A. Meltzer
-----------------------------------------
Edward A. Meltzer, Chief Financial
Officer and Vice President
(principal financial and accounting officer)
/s/ Arnold S. Hoffman
-----------------------------------------
Arnold S. Hoffman, Director
/s/ William L. Rulon-Miller
-----------------------------------------
William L. Rulon-Miller, Director
/s/ Barry M. Abelson
-----------------------------------------
Barry M. Abelson, Director
/s/ Roger J. Fritz
-----------------------------------------
Roger J. Fritz, Director
/s/ James M. Ciccarelli
-----------------------------------------
James M. Ciccarelli, Director
/s/ Christopher T.G. Fish
-----------------------------------------
Christopher T.G. Fish, Director
/s/ Alex A.C. Wilson
-----------------------------------------
Alex A.C. Wilson, Director
Exhibit 4.1
INTELLIGENT ELECTRONICS, INC.
1995 LONG-TERM INCENTIVE PLAN
-----------------------------
SECTION 1. Purpose; Definitions. The purpose of the
Intelligent Electronics, Inc. 1995 Long-Term Incentive Plan (the "Plan") is
to offer certain employees and directors of Intelligent Electronics, Inc., a
Pennsylvania corporation (the "Corporation") and its subsidiaries, equity
interests in the Corporation, options to acquire equity interests in the
Corporation, and other performance-based incentive awards, thereby
attracting, retaining and motivating such persons, and strengthening the
mutuality of interests between such persons and the Corporation's
shareholders.
For purposes of the Plan, the following initially capitalized words
and phrases shall be defined as set forth below, unless the context clearly
requires a different meaning:
(a) "Affiliate" means, with respect to a person or entity, a
person that directly or indirectly controls, or is controlled by, or is under
common control with such person or entity.
(b) "Board" means the Board of Directors of the Corporation,
as constituted from time to time.
(c) "Cause" means a felony conviction of a Participant or the
failure of a Participant to contest prosecution for a felony, or a
Participant's willful misconduct or dishonesty.
(d) "Change of Control" means (i) the acquisition in one or
more transactions by any "Person" (as the term person is used for purposes of
Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of "Beneficial Ownership" (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or
more of the combined voting power of the Corporation's then outstanding
voting securities (the "Voting Securities"), provided that for purposes of
this clause (i) the Voting Securities acquired directly from the Corporation
by any Person shall be excluded from the determination of such Person's
Beneficial Ownership of Voting Securities (but such Voting Securities shall
be included in the calculation of the total number of Voting Securities then
outstanding); or (ii) approval by shareholders of the Corporation of (A) a
merger, reorganization or consolidation involving the Corporation if the
shareholders of the Corporation immediately before such merger,
reorganization or consolidation do not or will not own directly or indirectly
immediately following such merger, reorganization or consolidation, more than
fifty percent (50%) (or such other percentage ranging from fifty percent
(50%) to and including seventy-five percent (75%), that the Committee may, in
its discretion, specify from time to time in general or with respect to any
particular merger, reorganization or consolidation) of the combined voting
power of the outstanding voting securities of the corporation resulting from
or surviving such merger, reorganization or consolidation in substantially
the same proportion as their ownership of the Voting Securities outstanding
immediately before such merger, reorganization or consolidation) or (B) (1)
a complete liquidation or dissolution of the Corporation or (2) an agreement
for the sale or other disposition of all or substantially all of the assets
of the Corporation; or (3) acceptance by shareholders of the Corporation of
shares in a share exchange if the shareholders of the Corporation immediately
before such share exchange do not or will not own directly or indirectly
immediately following such share exchange more than fifty percent (50%) (or
such other percentage ranging from fifty percent (50%) to and including
seventy-five percent (75%), that the Committee may, in its discretion,
specify from time to time in general or with respect to any particular share
exchange) of the combined voting power of the outstanding voting securities
of the corporation resulting from or surviving such share exchange in
substantially the same proportion as their ownership of the Voting Securities
outstanding immediately before such share exchange. Notwithstanding the
foregoing, a Change of Control shall not be deemed to occur solely because
twenty-five percent (25%) or more of the then outstanding Voting Securities
is acquired by (1) a corporation which immediately prior to such acquisition
is owned directly or indirectly by the shareholders of the Corporation in the
same proportion as their ownership of stock in the Corporation immediately
prior to such acquisition or (2) any or all of Richard D. Sanford, Sprint
Investments, S.A., TDH II Limited or Financo Investors Fund, L.P.
(e) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.
(f) "Committee" means the Committee referred to in Section 2
hereof.
(g) "Disability" means permanent and total disability, as
determined under the Corporation's long-term disability program, except that
Disability of an optionee with respect to an Incentive Stock Option shall
occur if the optionee is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which
can be expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than twelve (12) months.
(h) "Disinterested Person" shall have the meaning set forth
in Rule 16b-3(c)(2)(i) promulgated by the Securities and Exchange Commission
under the Exchange Act, or any successor definition adopted by the Securities
and Exchange Commission; provided, however, that the Board or the Committee
may, in its sole discretion, determine from time to time whether the rules
and regulations under Section 162(m) of the Code shall apply for purposes of
determining which individuals are "Disinterested Persons" following the
Annual Meeting of Shareholders of the Corporation to be held in 1996.
(i) "Fair Market Value" means, as of any date: (1) the
closing price of the Stock as reported on the principal nationally recognized
stock exchange on which the Stock is traded on such date, or if no Stock
prices are reported on such date, the closing price of the Stock on the next
preceding date on which there were reported Stock prices; or (2) if the Stock
is not listed or admitted to unlisted trading privileges on a nationally
recognized stock exchange, the closing price of the Stock as reported by The
Nasdaq Stock Market on such date, or if no Stock prices are reported on such
date, the closing price of the Stock on the next preceding date on which
there were reported Stock prices; or (3) if the Stock is not listed or
admitted to unlisted trading privileges on a nationally recognized stock
exchange or traded on The Nasdaq Stock Market, then the "Market Price" shall
be determined by the Board acting in its discretion, in accordance with the
standards set forth in Treasury Regulation Section 1.421-4(d)(7).
(j) "Incentive Stock Option" means any Stock Option intended
to be and designated as an "Incentive Stock Option" within the meaning of
Section 422 of the Code.
(k) "Long-Term Performance Award" or "Long-Term Award" means
an award made pursuant to Section 8 hereof that is payable in cash and/or
Stock (including Restricted Stock, Performance Shares and Performance Units)
in accordance with the terms of the grant, based on Corporation, business
unit and/or individual performance over a period of at least two years, in
each case as determined by the Committee and as set forth in the grant
letter.
(l) "Non-Qualified Stock Option" means any Stock Option that
is not an Incentive Stock Option.
(m) "Participant" means an employee or director of the
Corporation or a Subsidiary to whom an award is granted pursuant to the Plan.
(n) "Performance Share" means an award made pursuant to
Section 9 hereof of the right to receive Stock at the end of a specified
performance period.
(o) "Performance Unit" means an award made pursuant to
Section 10 hereof of the right to receive cash at the end of a specified
performance period.
(p) "Restricted Stock" means an award of shares of Stock that
is subject to restrictions pursuant to Section 7 hereof.
(q) "Retirement" means termination of the employment of a
Participant with the Corporation, an Affiliate or a Subsidiary other than a
termination effected at the direction of the Corporation (whether or not the
Corporation effects such termination for Cause). With respect to a director
who is not also an employee of the Corporation, Retirement shall occur at
such time as the individual ceases to be a director.
(r) "Rules" means Section 16 of the Exchange Act and the
regulations promulgated thereunder.
(s) "Securities Broker" means a registered securities broker
acceptable to the Corporation who agrees to effect the cashless exercise of
an Option pursuant to Section 5(m) hereof.
(t) "Stock" means the common stock, $.01 par value per share,
of the Corporation, subject to substitution or adjustment as provided in
Section 3(d) hereof.
(u) "Stock Appreciation Right" means the right, pursuant to
an award granted under Section 6 hereof, to surrender to the Corporation all
(or a portion) of a Stock Option in exchange for cash and/or shares of stock
in an amount equal to the difference between (i) the Fair Market Value, as of
the date such Stock Option (or such portion thereof) is surrendered, of the
shares of Stock covered by such Stock Option (or such portion thereof) and
(ii) the aggregate exercise price of such Stock Option (or such portion
thereof).
(v) "Stock Option" or "Option" means any option to purchase
shares of Stock (including Restricted Stock, if the Committee so determines)
granted pursuant to Section 5 hereof.
(w) "Subsidiary" means, in respect of the Corporation, a
subsidiary corporation, whether now or hereafter existing, as defined in
Sections 424(f) and (g) of the Code.
SECTION 2. Administration. The Plan shall be administered by
a Committee of not less than two members of the Board who are each
Disinterested Persons and who shall be appointed by, and serve at the
pleasure of, the Board.
The Committee shall have full authority to grant to eligible
persons under Section 4: (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Restricted Stock, (iv) Long-Term Performance Awards, (v) Performance
Shares and/or (vi) Performance Units. In particular, the Committee shall
have the authority:
(a) to select the persons to whom Stock Options, Stock
Appreciation Rights, Restricted Stock, Long-Term Performance Awards,
Performance Shares and Performance Units may from time to time be granted
hereunder;
(b) to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted
Stock, Long-Term Performance Awards, Performance Shares and Performance
Units, or any combination thereof, are to be granted hereunder;
(c) to determine the number of shares of Stock, if any, to be
covered by each such award granted hereunder;
(d) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder, including, but
not limited to, the share price and any restriction or limitation, any
vesting provisions, or any vesting acceleration or forfeiture waiver
regarding any Stock Option or other award and/or the shares of Stock relating
thereto, or the length of the period following termination of employment of
any Participant during which any Stock Option or Stock Appreciation Right may
be exercised (which, in the case of an Incentive Stock Option, shall be no
longer than one year in the case of the termination of employment of a
Participant by reason of death or Disability, or three months in the case of
the termination of employment of a Participant for any reason other than
death or Disability), based on such factors as the Committee shall determine,
in its sole discretion;
(e) to determine whether and under what circumstances a Stock
Option may be settled in cash or stock, including Restricted Stock under
Section 5(l);
(f) to determine whether and under what circumstances a Stock
Option may be exercised without a payment of cash under Section 5(m); and
(g) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an award under
the Plan may be deferred either automatically or at the election of the
Participant.
The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any
agreements relating thereto); to amend the terms of any agreement relating to
any award issued under the Plan; and to otherwise supervise the
administration of the Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any award granted
in the manner and to the extent it shall deem necessary to carry out the
intent of the Plan.
All decisions made by the Committee pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Corporation
and Participants. No member of the Committee shall be liable for any good
faith determination, act or failure to act in connection with the Plan or any
award made under the Plan.
SECTION 3. Stock Subject to the Plan.
(a) Stock Subject to the Plan. The stock to be subject or
related to awards under the Plan shall be shares of Stock and may be either
authorized and unissued shares of Stock or shares of Stock held in the
treasury of the Corporation. The maximum number of shares of Stock that may
be the subject of awards under the Plan is Five Million (5,000,000) and the
Corporation shall reserve for the purposes of the Plan, out of its authorized
and unissued shares of Stock or out of shares of Stock held in its treasury,
or partly out of each, such number of shares.
Notwithstanding the foregoing, no individual shall receive, over
the term of the Plan, awards for more than an aggregate of 30% of the shares
of Stock authorized for grant under the Plan.
(b) Computation of Stock Available for the Plan. For the
purpose of computing the total number of shares of Stock available under the
Plan at any time during which the Plan is in effect, there shall be debited
against the total number of shares of Stock determined to be available
pursuant to paragraphs (a) and (c) of this Section 3 the maximum number of
shares of Stock subject to issuance upon exercise of Options or other stock
based awards made under the Plan.
(c) Effect of the Expiration or Termination of Awards. If
and to the extent that an award made under the Plan expires, terminates or is
canceled or forfeited for any reason without having been exercised in full,
the shares of Stock associated with the expired, terminated, canceled or
forfeited portion of the award shall again become available for award under
the Plan. Notwithstanding anything contained herein, the number of shares of
Stock available for awards at any time under the Plan shall be reduced to
such lesser number as may be required pursuant to the methods of calculation
necessary so that the exemptions provided pursuant to Rule 16b-3 under the
Exchange Act will continue to be available for transactions involving all
current and future awards. In addition, during the period that any award
remains outstanding under the Plan, the Committee may make good faith
adjustments with respect to the number of shares of Stock attributable to
such awards for purposes of calculating the maximum number of shares
available for the granting of future awards under the Plan, provided that
following such adjustments the exemptions provided pursuant to Rule 16b-3
under the Exchange Act will continue to be available for transactions
involving all current and future awards.
(d) Other Adjustment. In the event of any merger,
reorganization, consolidation, recapitalization, Stock dividend, or other
change in corporate structure affecting the Stock, such substitution or
adjustment shall be made in the aggregate number, type and issuer of the
securities reserved for issuance under the Plan, in the number and option
price of securities subject to outstanding Options granted under the Plan and
in the number and price of securities to other awards made under the Plan, as
may be determined to be appropriate by the Committee in its sole discretion,
provided that the number of securities subject to any award shall always be
a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Corporation upon the exercise of any Stock
Appreciation Right associated with any Stock Option.
SECTION 4. Eligibility. Officers and other employees of the
Corporation or its Subsidiaries are eligible to be granted awards under the
Plan. Directors who are not employees of the Corporation or a Subsidiary are
eligible to be granted awards under the Plan, but are not eligible to be
granted Incentive Stock Options.
SECTION 5. Stock Options. Stock Options granted under the Plan
may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock
Options. Stock Options may be granted alone, in addition to or in tandem
with other awards granted under the Plan. Any Stock Option granted under the
Plan shall be in such form as the Committee may from time to time approve.
The Committee shall have the authority to grant any optionee
eligible under Section 4, Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options (in each case with or without Stock
Appreciation Rights). To the extent that any Stock Option does not qualify
as an Incentive Stock Option, it shall constitute a separate Non-Qualified
Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of
the Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the optionee(s) affected, to disqualify any Incentive
Stock Option under such Section 422.
Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem
appropriate:
(a) Option Price. The exercise price per share of Stock
purchasable under a Non-Qualified Stock Option shall be determined by the
Committee; provided, however, that if the Board or the Committee has
determined to comply with the rules and regulations under Section 162(m) of
the Code, the exercise price for any individual who is or (as of the time of
grant) can be reasonably anticipated to be subject to the provisions of
Section 162(m) of the Code shall not be less than the Fair Market Value at
the time of grant. The exercise price per share of Stock purchasable under
an Incentive Stock Option shall be 100% of the Fair Market Value of the Stock
on the date of the grant. However, any Incentive Stock Option granted to any
optionee who, at the time the Option is granted, owns more than 10% of the
voting power of all classes of stock of the Corporation or of a Subsidiary,
shall have an exercise price per share of not less than 110% of Fair Market
Value per share on the date of the grant.
(b) Option Term. The term of each Stock Option shall be
fixed by the Committee, but no Stock Option shall be exercisable more than
ten years after the date the Option is granted. However, any Option granted
to any optionee who, at the time the Option is granted, owns more than 10% of
the voting power of all classes of stock of the Corporation or of a
Subsidiary may not have a term of more than five years. No Option may be
exercised by any person after expiration of the term of the Option.
(c) Exercisability. Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at grant; provided, however, that, except as
otherwise provided herein, unless otherwise determined by the Committee at
grant, no Stock Option granted to a person who is subject to Section 16 of
the Exchange Act (a "Section 16 person") shall be exercisable during the six-
month period following the date of the grant of the Option. If the Committee
provides, in its discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment exercise provisions at
any time at or after grant, in whole or in part, based on such factors as the
Committee shall determine, in its sole discretion.
(d) Method of Exercise. Subject to the exercise provisions
under Section 5(c), Stock Options may be exercised in whole or in part at any
time and from time to time during the term of the Option, by giving written
notice of exercise to the Corporation specifying the number of shares to be
purchased. Such notice shall be accompanied by payment in full of the
purchase price, either by certified or bank check, or such other instrument
as the Committee may accept. As determined by the Committee, in its sole
discretion, at or after grant, payment in full or in part of the exercise
price of a Stock Option may be made in the form of unrestricted Stock based
on the Fair Market Value of the Stock on the date the Option is exercised;
provided, however, that, in the case of an Incentive Stock Option, the right
to make a payment in the form of already owned shares of Stock may be
authorized only at the time the Option is granted.
The Committee, in its sole discretion, may at the time of grant or
such later time as it determines, permit payment of a Stock Option exercise
price of a Non-Qualified Stock Option to be made in whole or in part in the
form of Restricted Stock based on the Fair Market Value of the Stock on the
date the Option is exercised (computed without regard to the restrictions
applicable to the Restricted Stock); provided, however, that in the case of
an Incentive Stock Option, the right to make a payment in the form of
Restricted Stock may be authorized only at the time the Option is granted.
If such payment is permitted, then Stock received upon the exercise of the
Option may be subject to the same forfeiture restrictions as the Restricted
Stock used to make the payment, unless otherwise determined by the Committee,
in its sole discretion, at or after grant.
No shares of Stock shall be issued upon exercise of an Option until
full payment therefor has been made. An optionee shall generally have the
right to dividends and other rights of a shareholder with respect to shares
of Stock subject to the Option when the optionee has given written notice of
exercise, has paid in full for such shares, and, if requested, has given the
representation described in Section 13(a) hereof.
(e) Non-transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order, as
defined in the Code or Title I of the Employee Retirement Income Security
Act, and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee or, in the event of his Disability, by his
personal representative.
(f) Termination by Reason of Death. Subject to Section 5(j),
if an optionee's service with the Corporation or any Subsidiary terminates by
reason of death, any Stock Option held by such optionee may thereafter be
exercised, to the extent then exercisable or on such accelerated basis as the
Committee may determine at or after grant, by the legal representative of the
estate or by the legatee of the optionee under the will of the optionee, for
a period of expiring (1) at such time as may be specified by the Committee at
or after the time of grant, or (2) if not specified by the Committee, then
one year from the date of death, or (3) if sooner than the applicable period
specified under (1) or (2) above, then upon the expiration of the stated term
of such Stock Option.
(g) Termination by Reason of Disability. Subject to
Section 5(j), if an optionee's service with the Corporation or any Subsidiary
terminates by reason of Disability, any Stock Option held by such optionee
may thereafter be exercised by the optionee or his personal representative,
to the extent it was exercisable at the time of termination, or on such
accelerated basis as the Committee may determine at or after grant, for a
period expiring (1) at such time as may be specified by the Committee at or
after the time of grant, or (2) if not specified by the Committee, then six
months from the date of termination of service, or (3) if sooner than the
applicable period specified under (1) or (2) above, then upon the expiration
of the stated term of such Stock Option; provided, however, that if the
optionee dies within such period, any unexercised Stock Option held by such
optionee shall, at the sole discretion of the Committee, thereafter be
exercisable to the extent to which it was exercisable at the time of death
for a period of one (1) year from the date of such death (or such other
period as may be specified by the Committee) or until the expiration of the
stated term of such Stock Option, whichever period is shorter.
(h) Termination by Reason of Retirement. Subject to
Section 5(j), if an optionee's service with the Corporation terminates by
reason of Retirement, any Stock Option held by such optionee may thereafter
be exercised by the optionee, to the extent it was exercisable at the time of
such Retirement or on such accelerated basis as the Committee may determine
at or after grant, for a period expiring (1) at such time as may be specified
by the Committee at or after the time of grant, or (2) if not specified by
the Committee, then thirty (30) days from the date of termination of service,
or (3) if sooner than the applicable period specified under (1) or (2) above,
then upon the expiration of the stated term of such Stock Option.
(i) Other Termination. Unless otherwise determined by the
Committee at or after grant, if an optionee's service with the Corporation
terminates for any reason other than death, Disability or Retirement, the
Stock Option shall be exercisable by the optionee for a period expiring (1)
at such time as may be specified by the Committee at or after the time of
grant, or (2) if not specified by the Committee, then on the date of
termination of service in the event the termination occurred for Cause or 30
days from the date of termination of service if the termination occurred for
any reason other than death, Disability, Retirement or Cause, or (3) if
sooner than the applicable period specified under (1) or (2) above, then upon
the expiration of the stated term of such Stock Option.
(j) Change of Control. In the event of a Change of Control,
the Committee may, in its sole discretion, cause all outstanding Stock
Options to immediately become fully exercisable.
(k) Incentive Stock Option Limitations. To the extent
required for "incentive stock option" status under Section 422 of the Code,
the aggregate Fair Market Value (determined as of the time of grant) of the
Stock with respect to which Incentive Stock Options are exercisable for the
first time by the optionee during any calendar year under the Plan and/or any
other plan of the Corporation or any Subsidiary shall not exceed $100,000.
For purposes of applying the foregoing limitation, Incentive Stock Options
shall be taken into account in the order granted.
To the extent (if any) permitted under Section 422 of the Code
without causing an Incentive Stock Option to lose its status as such or to be
deemed to be a new Incentive Stock Option under the modification rules of
Section 424(h) of the Code, and subject to any restrictions imposed by the
Committee, if (i) a participant's service with the Corporation is terminated
by reason of death, Disability or Retirement and (ii) the portion of any
Incentive Stock Option that is otherwise exercisable during the post-
termination period specified under Section 5(f), (g) or (h), applied without
regard to this Section 5(j), is greater than the portion of such Option that
is exercisable as an "incentive stock option" during such post-termination
period under Section 422 after taking the $100,000 limitation into account,
such post-termination period of exercisability shall automatically be
extended (but not beyond the original Option term) to the extent necessary to
permit the optionee to exercise such Incentive Stock Option without violating
the $100,000 limitation.
(l) Cash-out of Option; Settlement of Restricted Stock. On
receipt of written notice to exercise, the Committee may, in its sole
discretion, elect to terminate all or part of the portion of the Option(s)
proposed to be exercised provided that the Corporation pays the optionee an
amount in cash equal to the excess of the Fair Market Value of the Stock
otherwise issuable over the Option price (the "Spread Value") on the
effective date of such cash-out.
In addition, if the option agreement so provides at grant or is
amended after grant and prior to exercise to so provide (with the optionee's
consent), the Committee may require that all or part of the shares to be
issued upon exercise of an Option take the form of Restricted Stock. For
this purpose, such Restricted Stock shall be valued on the date of exercise
on the basis of the Fair Market Value of such Restricted Stock determined
without regard to the forfeiture restrictions involved.
(m) Cashless Exercise. To the extent permitted under the
Rules, and with the consent of the Committee, the Corporation agrees to
cooperate in a "cashless exercise" of an Option. The cashless exercise shall
be effected by the Participant delivering to the Securities Broker
instructions to sell a sufficient number of shares of Stock to cover the
costs and expenses associated therewith.
SECTION 6. Stock Appreciation Rights.
(a) Grant and Exercise. Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option granted under the
Plan and, subject to Section 5(e) hereof, shall be transferable only upon
transfer of the related Stock Option. In the case of a Non-Qualified Stock
Option, such rights may be granted either at or after the time of the grant
of such Stock Option. In the case of an Incentive Stock Option, such rights
may be granted only at the time of the grant of such Stock Option.
<PAGE>
A Stock Appreciation Right or applicable portion thereof granted
with respect to a given Stock Option shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock Option,
except that, unless otherwise determined by the Committee, in its sole
discretion at the time of grant, a Stock Appreciation Right granted with
respect to less than the full number of shares covered by a related Stock
Option shall not be reduced until the number of shares covered by an exercise
or termination of the related Stock Option exceeds the number of shares not
covered by the Stock Appreciation Right.
A Stock Appreciation Right may be exercised by an optionee, in
accordance with Section 6(b) of the Plan, by surrendering the applicable
portion of the related Stock Option. Upon such exercise and surrender, the
optionee shall be entitled to receive an amount determined in the manner
prescribed in Section 6(b) of the Plan. Stock Options which have been so
surrendered, in whole or in part, shall no longer be exercisable to the
extent the related Stock Appreciation Rights have been exercised.
(b) Terms and Conditions. Stock Appreciation Rights shall be
subject to such terms and conditions, not inconsistent with the provisions of
the Plan, as shall be determined from time to time by the Committee, in its
sole discretion, including the following:
(i) Stock Appreciation Rights shall be exercisable only
at such time or times and to the extent that the Stock Options to which they
relate shall be exercisable in accordance with the provisions of Section 5
and this Section 6 of the Plan; provided, however, that any Stock
Appreciation Right granted to Section 16 persons subsequent to the grant of
the related Stock Option shall not be exercisable during the first six months
of its term.
(ii) Upon the exercise of a Stock Appreciation Right, an
optionee shall be entitled to receive up to, but not more than, an amount in
cash and/or shares of Stock equal in value to the excess of the Fair Market
Value of one share of Stock over the Option price per share specified in the
related Stock Option, multiplied by the number of shares in respect of which
the Stock Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment.
(iii) Upon the exercise of a Stock Appreciation
Right, the Stock Option or part thereof to which such Stock Appreciation
Right is related, shall be deemed to have been exercised for the purpose of
the limitation set forth in Section 3 of the Plan on the number of shares of
Stock to be issued under the Plan, but only to the extent of the number of
shares issued under the Stock Appreciation Right at the time of exercise
based on the value of the Stock Appreciation Right at such time.
(iv) A Stock Appreciation Right granted in connection
with a Stock Option may be exercised only if and when the market price of the
Stock subject to the Stock Option exceeds the exercise price of such Stock
Option.
SECTION 7. Restricted Stock.
(a) Administration. Shares of Restricted Stock may be issued
either alone or in addition to other awards granted under the Plan. The
Committee shall determine the persons to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of shares to be
awarded, the price (if any) to be paid by the recipient of Restricted Stock,
the time or times within which such awards may be subject to forfeiture, and
all other conditions of the awards.
The Committee may condition the vesting of Restricted Stock upon
the attainment of specified performance goals or such other factors as the
Committee may determine, in its sole discretion, at the time of the award.
The provisions of Restricted Stock awards need not be the same with
respect to each recipient.
(b) Awards and Certificates. The prospective recipient of a
Restricted Stock award shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the
award and has delivered a fully executed copy thereof to the Corporation, and
has otherwise complied with the applicable terms and conditions of such
award. The purchase price for shares of Restricted Stock may be zero.
Each Participant receiving a Restricted Stock award shall be issued
a stock certificate in respect of such shares of Restricted Stock. Such
certificate shall be registered in the name of such Participant, and shall
bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award, substantially in the following form:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Intelligent
Electronics, Inc. 1995 Long-Term Incentive Plan and an
Agreement entered into between the registered owner and
Intelligent Electronics, Inc. Copies of such Plan and
Agreement are on file in the principal corporate offices
of Intelligent Electronics, Inc."
The Committee shall require that the stock certificates evidencing
shares of Restricted Stock be held in custody by the Corporation until the
restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock award, the Participant shall have delivered to the
Corporation a stock power, endorsed in blank, relating to the Stock covered
by such award.
(c) Restrictions and Conditions. The shares of Restricted
Stock awarded pursuant to this Section 7 shall be subject to the following
restrictions and conditions:
(i) During a period set by the Committee commencing with
the date of such award (the "Restriction Period"), the Participant shall not
be permitted to sell, transfer, pledge, assign or otherwise encumber shares
of Restricted Stock awarded under the Plan. The Committee, in its sole
discretion, may provide for the lapse of such restrictions in installments
and may accelerate or waive such restrictions in whole or in part, based on
service, performance and/or such other factors or criteria as the Committee
may determine, in its sole discretion.
(ii) Except as provided in this paragraph (ii) and
Section 7(c)(i), the Participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a shareholder of the Corporation,
including the right to vote the shares, and the right to receive any cash
dividends. The Committee, in its sole discretion, as determined at the time
of award, may permit or require the payment of cash dividends to be deferred
and, if the Committee so determines, reinvested in additional shares of
Restricted Stock to the extent shares are available under Section 3 of the
Plan.
(iii) Subject to the applicable provisions of the
award agreement and this Section 7, upon termination of a Participant's
service with the Corporation for reasons other than death or Disability
during the Restriction Period, all shares of Restricted Stock still subject
to restriction shall be forfeited by the Participant. Subject to the
provisions of the Plan, the Committee, in its sole discretion, may provide
for the lapse of such restrictions in installments and may waive such
restrictions, in whole or in part, at any time, based on such factors as the
Committee shall deem appropriate in its sole discretion. Upon the death or
Disability of a Participant during the Restriction Period, restrictions will
lapse with respect to a percentage of the Restricted Stock award granted to
the Participant that is equal to the percentage of the Restriction Period
that has elapsed as of the date of death or the date on which such Disability
commenced (as determined by the Committee in its sole discretion), and a
stock certificate or stock certificates representing such shares of Stock
shall be issued and delivered to the Participant or the Participant's estate,
as the case may be.
(iv) In the event of hardship or other special
circumstances of a Participant whose service with the Corporation is
involuntarily terminated (other than for Cause), the Committee may, in its
sole discretion, waive in whole or in part any or all remaining restrictions
with respect to such Participant's shares of Restricted Stock, based on such
factors as the Committee may deem appropriate.
(v) If and when the Restriction Period expires without
a prior forfeiture of the Restricted Stock subject to such Restriction
Period, the certificates for such shares shall be promptly delivered by the
Corporation to the Participant.
(vi) In the event of a Change of Control, the Committee
in its sole discretion, cause all Restricted Stock remaining subject to
forfeiture to immediately cease to be subject to forfeiture and a stock
certificate or stock certificates representing such shares of Stock to be
issued and delivered to the Participant.
SECTION 8. Long Term Performance Awards.
(a) Awards and Administration. Long Term Performance Awards
may be awarded either alone or in addition to other awards granted under the
Plan. Prior to award of a Long Term Performance Award, the Committee shall
determine the nature, length and starting date of the performance period (the
"performance period") for each Long Term Performance Award, which shall be at
least two years (subject to Section 11 below). Performance periods may
overlap and Participants may participate simultaneously with respect to Long
Term Performance Awards that are subject to different performance periods
and/or different performance factors and criteria. Prior to award of a Long
Term Performance Award, the Committee shall determine the performance
objectives to be used in valuing Long Term Performance Awards and determine
the extent to which such Long Term Performance Awards have been earned.
Performance objectives may vary from Participant to Participant and between
groups of Participants and shall be based upon such Corporation, business
unit and/or individual performance factors and criteria as the Committee may
deem appropriate, including, but not limited to, earnings per share or return
on equity, as approved by the Shareholders of the Corporation. If the Board
or the Committee has determined to comply with the rules and regulations
under Section 162(m) of the Code, the Committee shall determine, in its sole
discretion, the extent to which the performance objectives for any Long Term
Performance Award should be disclosed to and approved by the shareholders of
the Corporation and otherwise comply with such rules and regulations.
At the beginning of each performance period, the Committee shall
determine for each Long Term Performance Award subject to such performance
period the range of dollar values or number of shares of Stock to be awarded
to the Participant at the end of the performance period if and to the extent
that the relevant measure(s) of performance for such Long Term Performance
Award is (are) met; provided, however, that no Participant shall be awarded
a Long Term Performance Award with a dollar value in excess of One Million
Dollars ($1,000,000) for the performance period to which the Long Term
Performance Award relates. Such dollar values or number of shares of Stock
may be fixed or may vary in accordance with such performance and/or other
criteria as may be specified by the Committee, in its sole discretion.
(b) Adjustment of Awards. In the event of special or unusual
events or circumstances affecting the application of one or more performance
objectives to a Long Term Performance Award, the Committee may revise the
performance objectives and/or underlying factors and criteria applicable to
the Long Term Performance Awards affected, to the extent deemed appropriate
by the Committee, in its sole discretion, to avoid unintended windfalls or
hardship.
(c) Termination of Service. Unless otherwise provided in the
applicable award agreement(s), if a Participant terminates service with the
Corporation during a performance period because of death, Disability or
Retirement, such Participant (or his estate) shall be entitled to a payment
with respect to each outstanding Long Term Performance Award at the end of
the applicable performance period:
(i) based, to the extent relevant under the terms of the
award, upon the Participant's performance for the portion of such performance
period ending on the date of termination and the performance of the
applicable business unit(s) for the entire performance period, and
(ii) pro-rated, where deemed appropriate by the
Committee, for the portion of the performance period during which the
Participant was employed by the Corporation, all as determined by the
Committee, in its sole discretion.
However, the Committee may provide for an earlier payment in
settlement of such award in such amount and under such terms and conditions
as the Committee deems appropriate, in its sole discretion.
Except as otherwise determined by the Committee, if a Participant
terminates service with the Corporation during a performance period for any
other reason, then such Participant shall not be entitled to any payment with
respect to the Long Term Performance Awards subject to such performance
period, unless the Committee shall otherwise determine, in its sole
discretion.
In the event of a Change of Control, the Committee may, in its sole
discretion, cause all conditions applicable to a Long Term Performance Award
to immediately terminate and a stock certificate or stock certificates
representing shares of Stock subject to such award, or cash, as the case may
be, to be issued and/or delivered to the Participant.
(d) Form of Payment. The earned portion of a Long Term
Performance Award may be paid currently or on a deferred basis, together with
such interest or earnings equivalent as may be determined by the Committee,
in its sole discretion. Payment shall be made in the form of cash or whole
shares of Stock, including Restricted Stock, either in a lump sum payment or
in annual installments commencing as soon as practicable after the end of the
relevant performance period, all as the Committee shall determine at or after
grant. If and to the extent a Long Term Performance Award is payable in
Stock and the full amount of such value is not paid in Stock, then the shares
of Stock representing the portion of the value of the Long Term Performance
Award not paid in Stock shall again become available for award under the
Plan, subject to Section 3(c). Prior to any payment, the Committee shall
certify that all of the performance goals or other material terms of the
award have been met.
SECTION 9. Performance Shares.
(a) Awards and Administration. The Committee shall determine
the persons to whom and the time or times at which Performance Shares shall
be awarded, the number of Performance Shares to be awarded to any such
person, the duration of the period (the "performance period") during which,
and the conditions under which, receipt of the shares of Stock will be
deferred, and the other terms and conditions of the award in addition to
those set forth below.
The Committee may condition the receipt of shares of Stock pursuant
to a Performance Share award upon the attainment of specified performance
goals or such other factors or criteria as the Committee shall determine, in
its sole discretion.
The provisions of Performance Share awards need not be the same
with respect to each Participant, and such awards to individual Participants
need not be the same in subsequent years.
(b) Terms and Conditions. Performance Shares awarded
pursuant to this Section 9 shall be subject to the following terms and
conditions and such other terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem desirable:
(i) Conditions. The Committee, in its sole discretion,
shall specify the performance period during which, and the conditions under
which, the receipt of shares of Stock covered by the Performance Share award
will be deferred.
(ii) Stock Certificate. At the expiration of the
performance period, if the Committee, in its sole discretion, determines that
the conditions specified in the Performance Share agreement have been
satisfied, a stock certificate or stock certificates representing the number
of shares of Stock covered by the Performance Share award shall be issued and
delivered to the Participant. A Participant shall not be deemed to be the
holder of Stock, or to have the rights of a holder of Stock, with respect to
the Performance Shares unless and until a stock certificate or stock
certificates representing such shares of Stock are issued to such
Participant.
(iii) Death, Disability or Retirement. Subject to
the provisions of the Plan, if a Participant terminates service with the
Corporation during a performance period because of death, Disability or
Retirement, such Participant (or his estate) shall be entitled to receive, at
the expiration of the performance period, a percentage of Performance Shares
that is equal to the percentage of the performance period that had elapsed as
of the date of termination, provided that the Committee, in its sole
discretion, determines that the conditions specified in the Performance Share
agreement have been satisfied. In such event, a stock certificate or stock
certificates representing such shares of Stock shall be issued and delivered
to the Participant or the Participant's estate, as the case may be.
(iv) Termination of Service. Unless otherwise determined
by the Committee at the time of grant, the Performance Shares will be
forfeited upon a termination of service during the performance period for any
reason other than death, Disability or Retirement.
(v) Change of Control. In the event of a Change of
Control, the Committee may, in its sole discretion, cause all conditions
applicable to the Performance Shares to immediately terminate and a stock
certificate or stock certificates representing shares of Stock subject to the
Stock award to be issued and delivered to the Participant.
SECTION 10. Performance Units.
(a) Awards and Administration. The Committee shall determine
the persons to whom and the time or times at which Performance Units shall be
awarded, the number of Performance Units to be awarded to any such person,
the duration of the period (the "performance period") during which, and the
conditions under which, a Participant's right to Performance Units will be
vested, the ability of Participants to defer the receipt of payment of such
Performance Units, and the other terms and conditions of the award in
addition to those set forth below.
A Performance Unit shall have a fixed dollar value.
The Committee may condition the vesting of Performance Units upon
the attainment of specified performance goals or such other factors or
criteria as the Committee shall determine, in its sole discretion.
The provisions of Performance Unit awards need not be the same with
respect to each Participant, and such awards to individual Participants need
not be the same in subsequent years.
to this Section 10 shall be subject to the following terms and
conditions and such other terms and conditions, not inconsistent with the terms
of this Plan, as the Committee shall deem desirable:
(i) Conditions. The Committee, in its sole discretion,
shall specify the performance period during which, and the conditions under
which, the Participant's right to Performance Units will be vested.
(ii) Vesting. At the expiration of the performance
period, the Committee, in its sole discretion, shall determine the extent to
which the performance goals have been achieved, and the percentage of the
Performance Units of each Participant that have vested.
(iii) Death, Disability or Retirement. Subject to
the provisions of this Plan, if a Participant terminates service with the
Corporation during a performance period because of death, Disability or
Retirement, such Participant (or the Participant's estate) shall be entitled
to receive, at the expiration of the performance period, a percentage of
Performance Units that is equal to the percentage of the performance period
that had elapsed as of the date of termination, provided that the Committee,
in its sole discretion, determines that the conditions specified in the
Performance Unit agreement have been satisfied, and payment thereof shall be
made to the Participant or the Participant's estate, as the case may be.
(iv) Termination of Service. Unless otherwise determined
by the Committee at the time of grant, the Performance Units will be
forfeited upon a termination of service during the performance period for any
reason other than death, Disability or Retirement.
(v) Change of Control. In the event of a Change of
Control, the Committee may, in its sole discretion, cause all conditions
applicable to Performance Units to immediately terminate and cash
representing the full amount of such award to be paid to the Participant.
SECTION 11. Amendments and Termination. The Board may amend,
alter or discontinue the Plan at any time and from time to time, but no
amendment, alteration or discontinuation shall be made which would impair the
rights of a Participant with respect to a Stock Option, Stock Appreciation
Right, Restricted Stock, Long Term Performance Award, Performance Share or
Performance Unit which has been granted under the Plan, without the
Participant's consent, or which, without the approval of the Corporation's
shareholders, would:
(a) except as expressly provided in the Plan, increase the
total number of shares of Stock reserved for the purposes of the Plan;
(b) change the persons or class of persons eligible to
participate in the Plan; or
(c) extend the maximum Option term under Section 5(b) of the
Plan.
The Committee may substitute new Stock Options for previously
granted Stock Options, including previously granted Stock Options having
higher exercise prices.
Subject to the above provisions, the Board shall have broad
authority to amend the Plan to take into account changes in applicable tax
laws and accounting rules, as well as other developments. Notwithstanding
the foregoing, no amendment to the Plan may be made by the Board without the
approval of the Corporation's shareholders if such approval would be required
under the Rules in order to ensure that transactions effected under the Plan
are eligible for the benefit of Rule 16b-3.
SECTION 12. Unfunded Status of Plan. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant or optionee by the
Corporation, nothing contained herein shall give any such Participant or
optionee any rights that are greater than those of a general creditor of the
Corporation. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Stock or payments in lieu of Stock or with respect
to awards hereunder.
SECTION 13. General Provisions.
(a) The Committee may require each person acquiring Stock or
a Stock based award under the Plan to represent to and agree with the
Corporation in writing that the Participant is acquiring the Stock or Stock
based award for investment purposes and without a view to distribution
thereof and as to such other matters as the Committee believes are
appropriate to ensure compliance with applicable Federal and state securities
laws. The certificate evidencing such award and any securities issued
pursuant thereto may include any legend which the Committee deems appropriate
to reflect any restrictions on transfer and compliance with securities laws.
All certificates for shares of Stock or other securities
delivered under the Plan shall be subject to such stock-transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities Act of 1933, as
amended, the Exchange Act, any stock exchange upon which the Stock is then
listed, and any other applicable Federal or state securities laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
(b) Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.
(c) The adoption of the Plan shall not confer upon any
employee of the Corporation or a Subsidiary any right to continued employment
with the Corporation or such Subsidiary, nor shall it interfere in any way
with the right of the Corporation or such Subsidiary to terminate the
employment of any of its employees at any time.
(d) No later than the date as of which an amount first
becomes includible in the gross income of the Participant for Federal income
tax purposes with respect to any award under the Plan, the Participant shall
pay to the Corporation, or make arrangements satisfactory to the Committee
regarding the payment, of any Federal, state or local taxes of any kind
required by law to be withheld with respect to such amount. Unless otherwise
determined by the Committee, the minimum required withholding obligations may
be settled with Stock, including Stock that is part of the award that gives
rise to the withholding requirement. The obligations of the Corporation
under the Plan shall be conditional on such payment or arrangements and the
Corporation shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the Participant.
(e) At the time of grant of an award under the Plan, the
Committee may provide that the shares of Stock received as a result of such
grant shall be subject to a right of first refusal, pursuant to which the
Participant shall be required to offer to the Corporation any shares that the
Participant wishes to sell, with the price being the then Fair Market Value
of the Stock, subject to such other terms and conditions as the Committee may
specify at the time of grant.
(f) The reinvestment of dividends in additional Restricted
Stock (or in other types of Plan awards) at the time of any dividend payment
shall only be permissible if sufficient shares of Stock are available under
Section 3 of the Plan for such reinvestment (taking into account then
outstanding Stock Options and other Plan awards).
(g) The Committee shall establish such procedures as it deems
appropriate for a Participant to designate a beneficiary to whom any amounts
payable in the event of the Participant's death are to be paid.
(h) The Plan and all awards made and actions taken thereunder
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
SECTION 14. Effective Date of Plan. The Plan shall be effective
on the date it is approved by the affirmative vote of the holders of a
majority of the shares of Stock present, or represented, and entitled to vote
on the Plan at a meeting of shareholders; provided, however, that if the Plan
is not so approved, it shall become null and void.
SECTION 15. Term of Plan. No Stock Option, Stock Appreciation
Right, Restricted Stock, Long Term Performance Award, Performance Share or
Performance Unit shall be granted pursuant to the Plan on or after the tenth
(10th) anniversary of the date of shareholder approval of the Plan, but
awards granted prior to such tenth (10th) anniversary may extend beyond that
date.
<PAGE>
Exhibit 4.2
INTELLIGENT ELECTRONICS, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
1. Purpose.
-------
The Intelligent Electronics, Inc. 1995 Employee Stock Purchase Plan
(the "Plan") is designed to provide all eligible employees of Intelligent
Electronics, Inc., a Pennsylvania corporation (the "Company"), and its
subsidiaries, an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Company's common stock (the "Common
Stock"). It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"). The provisions of the Plan will be
construed to extend and limit participation in a manner consistent with the
requirements of that section of the Code.
2. Definitions.
-----------
a. "Board" means the Board of Directors of the Company, as
constituted from time to time.
b. "Committee" means the members of the Board's Compensation
and Stock Option Committee, as constituted from time to time, or such other
committee of the Board as shall have been designated to administer this Plan
and which has at least two members.
c. "Company" means Intelligent Electronics, Inc., a
Pennsylvania Corporation, and any successor in interest to the business of
the Company that agrees to adopt and maintain the Plan.
d. "Compensation" means the Participant's total paid
earnings from the Employer for the Plan Year, prior to adjustment for salary
reduction contributions to a plan described in Code Section 401(k) or to a plan
described in Code Section 125, excluding any portion of such earnings which
represents bonus payments or awards, taxable fringe benefits (such as club
dues, excess life insurance benefits, personal use of automobiles, or
educational reimbursement), incentive awards or commissions.
e. "Employer" means the Company and each of its wholly-owned
subsidiaries, and any other corporation so designated by the Board, 50% or
more of the voting stock of which is owned directly or indirectly by the
Company.
f. "Employee" means any person whose wages and other salary
is required to be reported by the Company on Internal Revenue Service Form W-
2 for federal income tax purposes; provided, however, that the term
"Employee" shall not include any such person who is (i) customarily employed
for not more than 20 hours per week by an Employer, (ii) customarily employed
by an Employer for not more than 5 months in any calendar year, or (iii) an
executive officer or director of the Company.
g. "Leave of Absence" means an absence from active
employment (not involving a retirement, quit, discharge, resignation or
layoff) which is not due to an authorized vacation, and shall include an
absence due to illness, compensable or non-compensable injury, personal
emergency, or approved personal leave of absence.
h. "Market Price" means, as of any date: (1) the closing
price of the Common Stock as reported on the principal nationally recognized
stock exchange on which the Common Stock is traded on such date, or if no
Common Stock prices are reported on such date, the closing price of the
Common Stock on the next preceding date on which there were reported Common
Stock prices; or (2) if the Common Stock is not listed or admitted to
unlisted trading privileges on a nationally recognized stock exchange, the
closing price of the Common Stock as reported by The Nasdaq Stock Market on
such date, or if no Common Stock prices are reported on such date, the
closing price of the Common Stock on the next preceding date on which there
were reported Common Stock prices; or (3) if the Common Stock is not listed
or admitted to unlisted trading privileges on a nationally recognized stock
exchange or traded on The Nasdaq Stock Market, then the "Market Price" shall
be determined by the Board acting in its discretion, in accordance with the
standards set forth in Treasury Regulation Section 1.421-4(d)(7).
i. "Offering" means each offer of Shares during an Offering
Period pursuant to this Plan.
j. "Offering Commencement Date" means July 1, 1995 (or such
later date as may be determined by the Committee or the Board) and each
subsequent January 1 and July 1.
k. "Offering Period" means each six-month period ending on
June 30 and December 31.
l. "Option Price" means, with respect to a particular
Offering Period, an amount equal to Price Percentage of the Market Price
determined on the following dates, whichever date yields the lower Market
Price: (i) the first date of the Offering Period or (ii) the Purchase Date
falling at the end of the Offering Period.
m. "Participant" means an Employee who has agreed to
participate in an Offering and who has met the requirements of paragraphs 3,
4, & 8.
n. "Plan" means this Employee Stock Purchase Plan, as in
effect from time to time.
o. "Plan Year" means a calendar year.
p. "Price Percentage" means that percentage determined by
the Committee or the Board from time to time; provided, however, that the
Price Percentage shall be at least 85%, and further provided, that any change
in the Price Percentage shall take effect no sooner than the next Offering
Commencement Date following the change. Unless and until changed by the
Committee or the Board, the Price Percentage shall be 90%.
q. "Purchase Dates" means the dates on which options under
the Plan are exercised, being December 31, 1995 with respect to the 1995 Plan
Year to the extent an Offering is made during the 1995 Plan Year, and the
June 30 and December 31 of each successive Plan Year to the extent subsequent
Offerings are made under the Plan.
r. "Shares" means the shares of the Company's Common Stock.
3. Eligibility.
-----------
a. Each Employee will be eligible to participate in the Plan
commencing on any Offering Commencement Date, provided such Employee has
completed 180 days of service as of such entry date.
b. For purposes of participation in the Plan, a person on
authorized Leave of Absence will be deemed to be an Employee for the first 90
days of such authorized Leave of Absence and such Employee's employment will
be deemed to have terminated at the close of business on the 90th day of such
Leave of Absence unless such Employee has returned to regular full-time or
part-time employment (as the case may be) prior to the close of business on
such 90th day. Termination by the Company of any Employee's authorized Leave
of Absence, other than termination of such authorized Leave of Absence on
return to full-time or part-time employment, will terminate an Employee's
employment for all purposes of the Plan and will terminate such Employee's
participation in the Plan and right to exercise any option. The Company will
pay to the Participant any balance in his account without interest within 30
days after the date of termination. Notwithstanding the foregoing, an
Employee who is absent by reason of a leave under the provisions of the
Family and Medical Leave Act (FMLA Leave), or who ceases to become an
Employee because of a reduction in hours caused by an intermittent FMLA
Leave, shall continue to be a Participant throughout the FMLA Leave, and
shall terminate participation only if the Employee does not return to work or
resume Employee status at the expiration of the FMLA Leave.
c. Notwithstanding any provisions of the Plan to the
contrary, no Employee will be granted an option:
(1) if, immediately after the grant, such Employee would
own shares, and/or hold outstanding options to purchase shares, possessing 5%
or more of the total combined voting power or value of all classes of stock
of the Company or of any subsidiary of the Company; or
(2) which permits such Employee to purchase Shares under
all employee stock purchase plans of the Company and its subsidiaries to
accrue at a rate that exceeds $25,000 in fair market value of the Shares
(determined at the time such option is granted) for each calendar year in
which such option is outstanding.
4. Commencement of Participation.
-----------------------------
a. An Employee shall become a Participant in the Plan by
completing an authorization for a payroll deduction on a form provided by the
Company and filing it with the Company official designated by the Committee
(the "Administrator"). Such Employee's participation will commence on the
next Offering Commencement Date which is at least 30 days following the date
the form is received by the Administrator. Payroll deductions for a
Participant for each Offering in which the Participant elects to participate
will commence as of the first day of the first payroll period that includes
the Offering Commencement Date and will end on the last day of the payroll
period that includes a Purchase Date, unless sooner terminated by the
Participant as provided in paragraph 9.
5. Offerings.
---------
The Company will make the Offerings to Employees to purchase Shares
under this Plan, during which the amounts received as Compensation by an
Employee will constitute the measure of such Employee's participation in the
Offering.
6. Payroll Deductions.
------------------
a. At the time an Employee files an authorization for
payroll deduction, that Employee will elect to have deductions made from his
pay on paydays during the Offering Period expressed either as a dollar amount
or as a whole percentage of his Compensation that, in either case, (1) does
not exceed the lesser of $10,000 per Plan Year or 10% of his Compensation at
the beginning of such Offering Period, and (2) is at least $10.00 per pay
period. The dollar amount and percentage indicated in clause (1) of the
preceding sentence may be changed from time to time by the Committee or the
Board.
b. All payroll deductions made for a Participant will be
credited to such Participant's account under the Plan. A Participant may not
make separate cash payments into such account.
c. Participants may not change the amount authorized to be
deducted from their Compensation during any Offering Period, except by
withdrawal as provided in paragraph 9.
<PAGE>
7. Granting of Option.
------------------
Each Participant participating in any Offering under this Plan will
automatically be granted an option, on the Commencement Date of each Offering
Period, for as many whole Shares as the Participant may be entitled to
purchase with the payroll deductions credited to the Participant's account
during such Offering Period as determined in accordance with Paragraph 8.
8. Exercise of Option.
------------------
a. Subject to the limitations described in the remainder of
this paragraph 8(a), a Participant will be deemed to have exercised on a
Purchase Date such Participant's option to purchase a number of full Shares
determined by dividing the amount in each Participant's account by the Option
Price and rounding down to the nearest whole number. On such Purchase Date,
each Participant's account will be debited by the amount of the purchase.
Notwithstanding any provision to the contrary contained herein, in no event
will all Participants with respect to any Plan Year be permitted to exercise
options exceeding an aggregate of 150,000 Shares (as such number may be
adjusted from time to time by the Board to give effect to the types of
transactions described in paragraph 14) with respect to any such Plan Year.
If the number of Shares related to options to be exercised in any Plan Year
exceeds 150,000, then the number of shares with respect to which each
Participant will be deemed to have exercised will be reduced on a prorated
basis so that the total number of shares for which all Participants will be
deemed to have exercised options will approximate as closely as possible, but
will not exceed, 150,000. No fractional Shares will be issued under the
Plan.
b. Participation or failure to participate in an Offering
will not bar an Employee from participating in any subsequent Offering.
Payroll deductions may be made under each Offering to the extent authorized
by the Employee, subject to the maximum and minimum limitations imposed by
this Plan. Any unused balance in a Participant's account at a Purchase Date
after the exercise of options will be refunded as soon as is practicable,
unless such Employee authorizes payroll deductions for the next Offering in
which case the remaining balance will become the Employee's beginning
balance.
9. Withdrawal.
----------
a. A Participant may withdraw payroll deductions credited to
his account under the Plan at any time by giving written notice to the
Administrator not less than fifteen (15) business days before the next
Purchase Date. The Company will pay to the Participant the balance in his
account within fifteen (15) days after receipt of his notice of withdrawal,
and no further payroll deductions will be made for that Participant during
that Offering.
b. A Participant's withdrawal will not have any effect upon
his eligibility to participate in any succeeding Offerings.
c. If a Participant retires during an Offering, no payroll
deduction will be made from any Compensation owing to him at the time of his
retirement and the balance in his account will be paid to him or, at his
election, be used to purchase Shares as provided in paragraph 8. If a
Participant's employment is terminated for any reason other than death, or if
a Participant becomes an executive officer or director of the Company, no
payroll deduction will be made from any Compensation owing to him at or after
the time of such termination or the time the Participant becomes an executive
officer or director of the Company, respectively, and the Company will pay to
the Participant the balance, if any, in his account within 30 days after
termination of employment or participation.
d. If a Participant dies, the Company will pay the balance
in his account in the same manner as Participant's last paycheck.
10. Interest.
--------
No interest will be credited to any Participant's account
regardless of whether the funds therein are used to exercise options or are
withdrawn, except as otherwise provided by Paragraph 17.
11. Shares.
------
a. The Shares to be sold to Participants under this Plan may
be either authorized and unissued shares of Common Stock, treasury shares or
shares of Common Stock purchased from shareholders of the Company, as
determined by the Committee or the Board from time to time. The maximum
number of shares available for sale under this Plan for all Offerings will be
500,000, subject to adjustment upon changes in capitalization of the Company
as provided in Paragraph 14.
b. None of the rights or privileges of a shareholder of the
Company will exist with respect to shares purchased under this Plan unless
and until certificates representing such shares have been issued and
delivered.
c. Shares to be delivered to a Participant under this Plan
will be registered in the name of the Employee, or if so directed by written
notice to the Company prior to the Offering Commencement Date of the
pertinent Offering, in the names of the Employee and one other person as
joint tenant, with right of survivorship as such Employee may designate, to
the extent permitted by applicable law, or in the name of a registered
broker-dealer.
12. Administration.
--------------
The Plan shall be administered by the Committee. No member of the
Committee will be eligible to purchase Shares under the Plan. The Committee
will be vested with full authority to make, administer, and interpret such
rules and regulations as it deems necessary to administer the Plan, and any
determination, decision, or action of the Committee in connection with the
construction, interpretation, administration, or application of the Plan will
be final, conclusive, and binding upon all Participants and any and all
persons claiming under or through any Participant. If no Committee is so
designated, the Board shall administer the Plan. Any decision or action
permitted hereunder to be made by the Committee may instead be made by the
Board.
13. Transferability.
---------------
Neither payroll deductions credited to a Participant's account nor
any rights with regard to the exercise of an option or to receive Shares
under the Plan may be assigned, transferred, pledged, or otherwise disposed
of in any way by the Participant other than by will or the laws of descent
and distribution. Any such attempt at assignment, transfer, pledge, or other
disposition will be without effect, except that the Company may treat such
act as an election to withdraw funds in accordance with paragraph 9.
14. Changes in Capitalization.
-------------------------
If any option under this Plan is exercised subsequent to any stock
dividend, split up, spin off, recapitalization, merger, consolidation,
exchange of shares, or the like, occurring after such option has been
granted, as a result of which shares of any class will be issued in respect
of the outstanding shares, or shares will be changed into the same or a
different number of the same or another class or classes, the number of
shares to which such option will be applicable and the Option Price for such
shares will be appropriately adjusted by the Committee.
<PAGE>
15. Use of Funds.
------------
All payroll deductions received or held by the Company under this
Plan may be used by the Company for any corporate purpose, and the Company
will not be obligated to segregate any payroll deduction.
16. Amendment or Termination.
------------------------
The Board has complete power and authority to terminate, suspend or
amend the Plan; except, however, that the Board cannot, without the approval
of the shareholders of the Company (i) increase the maximum number of shares
that may be issued under any Offering (except pursuant to paragraph 14); (ii)
amend the requirements as to the class of Employees eligible to purchase
stock under the Plan; or (iii) permit the members of the Committee if
designated, to purchase Shares under the Plan. No termination, suspension or
amendment of the Plan may without the consent of an Employee then having an
option under the Plan to purchase Shares, adversely affect the rights of such
Employee under such option.
17. Effective Date.
--------------
The Plan will become effective as of July 1, 1995, subject to
approval of the Plan by the holders of the majority of the shares of Common
Stock present and represented at a special or annual meeting of the
shareholders held on or before June 30, 1996. If such shareholder approval
is not received on or before June 30, 1996, all monies held in the accounts
of Participants will be refunded to the Participants, with interest.
18. No Employment Rights.
--------------------
The Plan does not, directly or indirectly, create any right for any
Employee or class of Employees to purchase any shares under the Plan, or
create in any Employee or class of employees any right with respect to
continuation of employment by the Company, and it will not be deemed to
interfere in any way with the Company's right to terminate, or otherwise
modify, an Employee's employment at any time.
19. Effect of Plan.
--------------
The provisions of the Plan will, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each
Participant, including without limitation, such Participant's estate and the
executors, administrators, or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy, or representative of creditors of such
Participant.
20. Governing Law.
-------------
The law of the Commonwealth of Pennsylvania will govern all matters
relating to this Plan.
Exhibit 5
PEPPER, HAMILTON & SCHEETZ
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799
(215) 981-4000
June 30, 1995
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Dear Sir or Madam:
Reference is made to a Registration Statement on Form S-8 (the
"Registration Statement") of Intelligent Electronics, Inc. (the "Company") to
be filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"). The Registration
Statement relates to the offering and sale by the Company of (i) up to an
aggregate of 5,000,000 shares of common stock, par value $.01 per share
("Shares"), of the Company pursuant to the Company's 1995 Long-Term Incentive
Plan and (ii) up to 500,000 Shares pursuant to the Company's 1995 Employee
Stock Purchase Plan (the two plans referenced in the foregoing clauses (i)
and (ii) are hereafter collectively referred to as the "Plans").
In this connection, we have examined the Registration Statement,
including the exhibits thereto, the originals or copies, certified or
otherwise identified to our satisfaction, of the Articles of Incorporation
and the By-Laws of the Company as amended to date, and such other documents
and corporate records relating to the Company as we have deemed appropriate
for the purpose of rendering the opinion expressed herein. The opinion
expressed herein is based exclusively on the applicable provisions of the
Pennsylvania Business Corporation Law of 1988 and federal securities laws as
in effect on the date hereof.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon statements and representations
of officers and other representatives of the Company.
On the basis of the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the Plans, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. Such consent does not constitute a consent under
Section 7 of the Act, since we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Sincerely,
PEPPER, HAMILTON & SCHEETZ
By: /s/ Barry M. Abelson
--------------------------------
A Partner
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 12, 1995, which appears on
page 12 of Intelligent Electronics, Inc.'s Annual Report on Form 10-K for
the year ended January 28, 1995.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 30, 1995
