Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________________________________________
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Exact name of issuer as specified in its Charter)
Ohio 31-0733928
(State of Incorporation) (I.R.S. Employer Identification No.)
2000 Eastman Drive, Milford, Ohio 45150
(Address of Principal Executive Offices) (Zip Code)
___________________________________________________________________
SDRC/CAMAX Systems, Inc. 1985 Incentive Stock Option Plan
and
SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock Option Plan
and
SDRC/Point Control Co. 1987 Incentive Stock Option Plan
and
SDRC/CAMAX Manufacturing Technologies, Inc. 1995 Long-Term
Incentive and Stock Option Plan
and
SDRC/CAMAX Manufacturing Technologies, Inc. 1995 Directors'
Stock Option Plan
and
Structural Dynamics Research Corporation 1996 Directors'
Nondiscretionary Stock Plan
(Full Titles of the Plans)
_________________________________________________________________
John A. Mongelluzzo, Esq.
Vice President, Secretary and General Counsel
Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio 45150
(513) 576-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________________________
Copy To:
Charles F. Hertlein, Jr., Esq.
Dinsmore & Shohl
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8200
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this Registration
Statement.
CALCULATION OF REGISTRATION FEE
Title of Amount To Be Proposed Proposed Maximum Amount of
Securities Registered Maximum Offering Price* Registration
To Be Offering Fee
Registered Price Per
Share
__________________________________________________________________
Common Stock, 1,175,168 $22.00 25,853,696 $8,915.05
no par value
* Pursuant to Rule 457(c) of Regulation C, the registration filing
fee and the aggregate offering price shall be computed with respect
to the maximum number of the Registrant's securities issuable under
the plans covered by this Registration Statement based on the
average of the high and low prices of Registrant's Common Stock
reported on the Nasdaq National Market on June 28, 1996, a date
within 5 business days prior to the date of filing of this
Registration Statement.<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in a
single document entitled "Prospectus" which constitutes a part of
the Section 10(a) Prospectus to which this Registration Statement
relates but which is not filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Structural Dynamics Research Corporation (the "Registrant") hereby
states that the documents listed in (a) through (d) below are
incorporated by reference in this Registration Statement, and
further states that all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such
documents.
(a) The Registrant's Annual Report on Form 10-K as amended on Form
10-K/A, Amendment No. 1 filed with the Commission on May 10,1996 for
the year ended December 31, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended on March 30, 1996, as amended on Form 10-Q/A, Amendment No. 1
filed with the Commission on May 22, 1996.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1995.
(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the
Commission on September 18, 1987.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Dinsmore & Shohl, Cincinnati,
Ohio. John E. McDowell, a partner of Dinsmore & Shohl, is a
director of the Registrant. As of December 31, 1995, partners of
Dinsmore & Shohl and attorneys employed thereby, together with their
immediate families beneficially owned approximately 105,906 shares
of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Code of Regulations provides that the Registrant
shall indemnify each director and each officer of the Registrant,
and each person employed by the Registrant who serves at the written
request of the Chairman of the Board of the Registrant as a
director, trustee, or officer of another corporation, partnership,
joint venture, trust, or other enterprise, to the full extent
permitted by Ohio law. The Code of Regulations also provides that
the Registrant may indemnify assistant officers, employees and
others by action of the Board of Directors to the extent permitted
by Ohio law.
In general, under Section 1701.13(E) of the Ohio Revised Code, an
Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless the
court in which the action was brought specifically determines that
such person is fairly and reasonably entitled to indemnification in
view of all the circumstances of the case. The statute also
provides that an Ohio corporation shall advance attorney's fees
incurred by directors, and may advance such fees incurred by
executive officers, employees, agents and others prior to the final
outcome of a matter provided the person seeking such advances
undertakes to repay them if it is ultimately determined that such
person is not entitled to indemnification (except in the case of
directors who must undertake to repay such advances only if it is
proved by clear and convincing evidence in a court of competent
jurisdiction that the act or failure to act in question was
undertaken with deliberate intent to cause injury to the corporation
or was undertaken with reckless regard for the best interests of the
corporation).
In addition, the Registrant has purchased insurance policies which
provide coverage for the acts and omissions of the Registrant's
directors and officers in certain situations.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 SDRC/CAMAX Systems, Inc. 1985 Incentive Stock Option
Plan
4.2 SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock
Option Plan
4.3 SDRC/Point Control Co. 1987 Incentive Stock Option
Plan
4.4 SDRC/CAMAX Manufacturing Technologies, Inc. 1995
Long-Term Incentive and Stock Option Plan
4.5 SDRC/CAMAX Manufacturing Technologies, Inc. 1995
Directors' Stock Option Plan
4.6 Structural Dynamics Research Corporation 1996
Directors' Nondiscretionary Stock Plan
5, 23.1 Opinion of Dinsmore & Shohl, counsel, as to
the legality of the securities being registered
23.2 Consent of Price Waterhouse L.L.P.
24* Power of Attorney
___________________________________
* Included in signature page.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.<PAGE>
Registration Statement on
Form S-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Milford, State
of Ohio, on July 1, 1996.
STRUCTURAL DYNAMICS
RESEARCH CORPORATION
By:/s/ Albert F. Peter
Albert F. Peter
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Mongelluzzo, Vice
President, Secretary and General Counsel, 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 and execute on behalf of the undersigned any
and all 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 attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with any such amendments, as fully to all
intents and purposes as he might or could do in person and agent, or
his substitute or substitutes, 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.
Principal Executive Officer: Date:
/s/ Albert F. Peter President and July 1, 1996
Albert F. Peter Chief Executive
Officer
Principal Financial and Accounting Officer:
/s/ Jeffrey J. Vorholt Vice President, July 1, 1996
Jeffrey J. Vorholt Chief Financial
Officer, and
Treasurer
Directors of the Company: Date:
/s/ William P. Conlin July 1, 1996
William P. Conlin
/s/ Albert F. Peter July 1, 1996
Albert F. Peter
/s/ John E. McDowell July 1, 1996
John E. McDowell
/s/ Gilbert R. Whitaker, Jr. July 1, 1996
Gilbert R. Whitaker, Jr.
/s/ Bannus B. Hudson July 1, 1996
Bannus B. Hudson
/s/ James W. Nethercott June 20, 1996
James W. Nethercott
/s/ Arthur B. Sims July 1, 1996
Arthur B. Sims
INDEX TO EXHIBITS
Exhibit No. Description
4.1 SDRC/CAMAX Systems, Inc. 1985 Incentive Stock Option
Plan
4.2 SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock
Option Plan
4.3 SDRC/Point Control Co. 1987 Incentive Stock Option
Plan
4.4 SDRC/CAMAX Manufacturing Technologies, Inc. 1995
Long-Term Incentive and Stock Option Plan
4.5 SDRC/CAMAX Manufacturing Technologies, Inc. 1995
Directors' Stock Option Plan
4.6 Structural Dynamics Research Corporation 1996
Directors' Nondiscretionary Stock Plan
5, 23.1 Opinion of Dinsmore & Shohl, counsel, as to
the legality of the securities being registered
23.2 Consent of Price Waterhouse, L.L.P.
24* Power of Attorney
___________________________________
* Included in signature page.<PAGE>
Exhibit 4.1
SDRC/CAMAX SYSTEMS, INC.
1985 INCENTIVE STOCK OPTION PLAN
(formerly, CAMAX Systems, Inc. 1985 Incentive Stock Option Plan)
Structural Dynamics Research Corporation ("SDRC" or the "Company"),
SDRC-Systems, Inc. ("SDRC-Systems") and CAMAX Manufacturing
Technologies, Inc. ("CAMAX") entered into an Agreement of Merger and
Plan of Reorganization dated as of January 16, 1996, as amended,
(the "Merger Agreement") pursuant to which CAMAX will be merged with
and into SDRC-Systems with SDRC-Systems as the surviving corporation
(the "Merger"). Under the terms of the Merger Agreement, SDRC has
agreed to assume CAMAX's obligations under CAMAX's five stock option
plans and outstanding non-qualified stock options effective as of
the date of the Merger. This Plan as assumed will apply to
optionees in existence prior to the Effective Date of the Merger.
At the Effective Date of the Merger in accordance with Sections 2.5
and 2.6 of the Merger Agreement, each outstanding option to purchase
shares of CAMAX Common Stock issued pursuant to the CAMAX Systems,
Inc. 1985 Incentive Stock Option Plan (the "1985 Plan"), whether
vested or unvested, shall be assumed by SDRC. Each 1985 Plan option
shall be deemed to constitute an option to acquire, on the same
terms and conditions as were applicable under such 1985 Plan option,
the same number of shares of SDRC Common Stock as the holder of such
1985 Plan option would have been entitled to receive pursuant to the
Merger had such holder exercised such option in full immediately
prior to the Effective Date of the Merger (rounded down to the
nearest whole share), at a price per share equal to (x) the
aggregate exercise price for the shares of CAMAX Common Stock
otherwise purchasable pursuant to such 1985 Plan option divided by
(y) the number of full shares of SDRC Common Stock deemed
purchasable pursuant to such 1985 Plan option. (Capitalized terms
used herein shall have the meanings assigned to them in the Merger
Agreement unless otherwise defined herein.)
The entire text of the Plan following the Effective Date of the
Merger is as follows:
1. Purpose of the Plan
This SDRC/CAMAX Systems, Inc. 1985 Incentive Stock Option Plan (the
"Plan") is intended to promote the interests of the Company and its
shareholders by providing the employees of the Company and any
subsidiaries acquired or established at any time in the future, who
are largely responsible for the management, growth and protection of
the business. It is intended that the options issued pursuant to
this Plan shall constitute incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Plan shall be interpreted and
administered so as to satisfy the requirements of Code Section 422.
2. Administration of the Plan
The Plan shall be administered by a committee (the "Committee") of
the Board of Directors of the Company consisting of three persons.
All persons designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934. The Committee shall from time to
time designate the key employees of the Company and its
subsidiaries, if any, who shall be granted stock options under the
Plan and the number of shares of stock to be optioned to each such
employee.
Subject to the terms and conditions of the Plan, the Committee shall
have full authority to administer the Plan, including authority to
interpret and construe any provision of the Plan and to adopt such
rules and regulations for administering the Plan as it may deem
necessary. Decisions of the Committee shall be final and binding on
all parties who have an interest in the Plan.
3. Eligibility for Participation
The persons who shall be eligible to receive options pursuant to the
Plan shall be such employees (including officers, whether or not
they are directors) of the Company, or any subsidiary, if any, as
the Committee shall select from time to time. "Subsidiary" means
any corporation of which the Company owns, directly or indirectly,
stock with more than 50% of the total voting power of all classes of
stock of such corporation.
No employee may receive options (under all incentive stock option
plans of the Company and any of its parents and subsidiaries, if
any) in any calendar year for stock with an aggregate fair market
value (determined as of the time the option is granted) in excess of
$100,000, plus any carryover of unused limits from prior years
computed in accordance with Code Section 422(c)(4).
Optionees as of the Effective Date shall be eligible to participate
in the Plan to the extent that such optionees held outstanding
options under the CAMAX 1985 Incentive Stock Option Plan as of the
Effective Date.
4. Shares Subject to the Plan
Under the Plan, options may be granted for the Company's Common
Shares, no par value. The aggregate number of Common Shares that
may be issued under the Plan shall not exceed 281. If any
outstanding option under the Plan for any reason expires or is
terminated, the shares allocable to the unexercised portion of such
option may again be subject to an option under the Plan. The
limitation on the number of Common Shares that may be issued under
the Plan or for which options may be granted to each employee shall
be subject to adjustment as provided in Section 5(d).
5. Terms and Conditions of Options
Stock options granted pursuant to the Plan shall be authorized by
action of the Committee and shall be evidenced by option agreements
in such form as the Committee shall from time to time approve, which
agreements shall comply with and be subject to the following terms
and conditions:
(a) Option Price
The option price of any option granted under the Plan shall be not
less than 100% of the fair market value of the Common Shares on the
date of the grant of such option. For purposes of the preceding
sentence and for all other valuation purposes under the Plan, the
fair market value of a Common Share shall be as reasonably
determined by the Committee, but shall not be less than the average
of the closing representative bid and asked prices of the Common
Shares as reported on the National Association of Securities Dealers
Automated Quotation System, if applicable, or, if the Common Shares
are then traded on a national securities exchange, the closing price
of the stock on such exchange on the date as of which fair market
value is being determined. If on the date of grant of any option
under the Plan, the Common Shares of the Company are not publicly
traded, the Board of Directors shall make a good faith attempt to
satisfy the option price requirement of this Section 5(a) and in
connection therewith shall take such action as it deems necessary or
advisable, including obtaining and relying on the opinion of one or
more independent and well-qualified experts as to the fair market
value of such Common Shares and such other facts and circumstances
as it deems relevant.
(b) Term and Exercise of Options
(1) Each option granted under the Plan shall be exercisable on such
date or dates, during such period (not exceeding ten years) and for
such number of shares as shall be determined by the Board of
Directors and set forth in the stock option agreement with respect
to such option.
(2) Any option granted under the Plan may be exercised by notifying
the Company in writing of such exercise prior to the termination of
such option. The option price for the number of Common Shares for
which the option is exercised shall become immediately due and
payable; provided, however, that in lieu of cash an optionee may,
with the approval of the Committee, exercise an option by tendering
to the Company the number of whole Common Shares of the Company then
owned by the optionee and with the certificates therefor registered
in his name having a fair market value equal to or less than the
cash exercise price of the shares being purchased, the balance of
such exercise price to be paid in cash.
(3) No option granted shall be exercisable while there is
outstanding (within the meaning of Code Section 422(c)(7)) any
incentive stock option granted to the optionee prior to such option
or a parent or subsidiary corporation or a predecessor corporation
of any of them.
(4) During the lifetime of the optionee, the option shall be
exercisable only by him and shall not be assignable or transferable
by him otherwise than by will or the laws of descent and
distribution.
(5)After the consummation of the Merger, no further options shall be
granted under the Plan.
(c) Effect of Termination of Employment
(1) In the event that an optionee shall cease to be employed by the
Company or its subsidiaries, if any, for any reason other than his
gross and willful misconduct or his death or disability, such
optionee shall have the right to exercise the option at any time
within one month after such termination of employment to the extent
of the full number of shares he was entitled to purchase under the
option on the date of termination, subject to the condition that no
option shall be exercisable after the expiration of the term of the
option.
(2) In the event that an optionee shall cease to be employed by the
Company or its subsidiaries, if any, by reason of his gross and
willful misconduct during the course of his employment, including
but not limited to wrongful appropriation of funds of his employer
or the commission of a gross misdemeanor or felony, the option shall
be terminated as of the date of the misconduct.
(3) If the optionee shall die while in the employ of the Company or
a subsidiary, if any, or within one month after termination of
employment for any reason other than gross and willful misconduct,
or become disabled (within the meaning of Code Section 105(d)(4))
while in the employ of the Company or a subsidiary, if any, and such
optionee shall not have fully exercised the option, such option may
be exercised at any time within twelve months after his death or
such disability by the executors, administrators, or, if applicable,
guardian of the optionee or by any person or persons to whom the
option is transferred by will or the applicable laws of descent and
distribution, to the extent of the full number of shares he was
entitled to purchase under the option on the date of death or
disability, and subject to the condition that no option shall be
exercisable after the expiration of the term of the option.
(d) Adjustment upon Changes in Stock
If any change is made in the Common Shares subject to the Plan, or
subject to any option granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend,
split-up, combination of shares, exchange of shares, change in
corporate structure or otherwise), appropriate adjustments shall be
made as to the maximum number of shares subject to the Plan and the
number of shares and price per share subject to outstanding options.
(e) Rights as a Shareholder
No person shall have any rights as a shareholder with respect to any
shares covered by an option granted pursuant to the Plan until the
date of the issuance of a stock certificate to him for such shares.
(f) Ten Percent Shareholders
Notwithstanding any other provision in the Plan, if at the time an
option is otherwise to be granted pursuant to the Plan, the optionee
owns directly or indirectly (within the meaning of Code Section
425(d)) Common Shares of the Company possessing more than 10% of the
total combined voting power of all classes of stock of the Company
or its parent or subsidiary corporations if any (within the meaning
of Code Section 422(b)(6)), then any option to be granted to such
optionee pursuant to the Plan shall satisfy the requirements of Code
Section 422(c)(8), and the option price shall be not less than 110%
of the fair market value of the Common Shares of the Company
determined as described herein, and such option by its terms shall
not be exercisable after the expiration of five years from the date
such option is granted.
6. Securities Matters
The exercise of any option granted hereunder shall only be effective
at such time as counsel to the Company shall have determined that
the issuance and delivery of Common Shares pursuant to such exercise
will not violate any state or federal securities or other laws. The
employee desiring to exercise an option may be required by the
Company, as a condition of the effectiveness of any exercise of an
option granted hereunder, to agree in writing that all Common Shares
to be acquired pursuant to such exercise shall be held for his or
her own account without a view to any further distribution thereof,
that the certificates for such shares may bear an appropriate legend
to that effect and that such shares will not be transferred or
disposed of except in compliance with applicable federal and state
laws. The Company may, in its sole discretion, defer the
effectiveness of any exercise of an option granted hereunder in
order to allow the issuance of Common Shares pursuant thereto to be
made pursuant to registration or an exemption from registration or
other methods for compliance available under federal or state
securities laws. The Company shall be under no obligation to effect
the registration pursuant to the Securities Act of 1933 of any
Common Shares to be issued hereunder or to effect similar compliance
under any state laws.
The Company shall inform the optionee in writing of its decision to
defer the effectiveness of the exercise of an option granted
hereunder. During the period that the effectiveness of the exercise
of an option has been deferred, the optionee may, by written notice,
withdraw such exercise and obtain the refund of any amount paid with
respect thereto.
7. Amendment of the Plan
The Board of Directors of the Company may suspend or discontinue the
Plan or amend it in any respect whatsoever; provided, however, that
without approval of the shareholders of the Company no amendment
shall (a) increase the number of shares subject to the Plan, except
as provided in Section 5(d), (b) extend the term over which options
may be exercised, (c) extend the term for which options may be
granted beyond the date specified in Section 8, (d) reduce the
option price at which options may be granted to less than 100% of
fair market value at the date of grant, or (e) in any other fashion
cause the options granted under the Plan to fail to qualify as
incentive stock options within the meaning of Code Section 422.
8. Effective Date
The Plan shall be deemed adopted and effective as of the close of
business on the Effective Date of the Merger. All outstanding
options were originally granted under the CAMAX Systems, Inc. 1985
Incentive Stock Option Plan. After consummation of the Merger, no
further options will be granted under the Plan.<PAGE>
Exhibit 4.2
SDRC/CAMAX SYSTEMS, INC.
1987 NON-QUALIFIED STOCK OPTION PLAN
(formerly, CAMAX Systems, Inc. 1987 Non-Qualified Stock Option Plan)
Structural Dynamics Research Corporation ("SDRC" or the "Company"),
SDRC-Systems, Inc. ("SDRC-Systems") and CAMAX Manufacturing
Technologies, Inc. ("CAMAX") entered into an Agreement of Merger and
Plan of Reorganization dated as of January 16, 1996, as amended,
(the "Merger Agreement") pursuant to which CAMAX will be merged with
and into SDRC-Systems with SDRC-Systems as the surviving corporation
(the "Merger"). Under the terms of the Merger Agreement, SDRC has
agreed to assume CAMAX's obligations under CAMAX's five stock option
plans and outstanding non-qualified stock options effective as of
the date of the Merger. This Plan as assumed will apply to
optionees in existence prior to the Effective Date of the Merger.
At the Effective Date of the Merger in accordance with Sections 2.5
and 2.6 of the Merger Agreement, each outstanding option to purchase
shares of CAMAX Common Stock issued pursuant to the CAMAX
Manufacturing Technologies, Inc. 1987 Non-Qualified Stock Option
Plan (the "1987 Plan"), whether vested or unvested, shall be assumed
by SDRC. Each 1987 Plan option shall be deemed to constitute an
option to acquire, on the same terms and conditions as were
applicable under such 1987 Plan option, the same number of shares of
SDRC Common Stock as the holder of such 1987 Plan option would have
been entitled to receive pursuant to the Merger had such holder
exercised such option in full immediately prior to the Effective
Date of the Merger (rounded down to the nearest whole share), at a
price per share equal to (x) the aggregate exercise price for the
shares of CAMAX Common Stock otherwise purchasable pursuant to such
1987 Plan option divided by (y) the number of full shares of SDRC
Common Stock deemed purchasable pursuant to such 1987 Plan option.
(Capitalized terms used herein shall have the meanings assigned to
them in the Merger Agreement unless otherwise defined herein.)
The entire text of the Plan following the Effective Date of the
Merger is as follows:
1. Purpose of Plan.
This Plan shall be known as the "SDRC/CAMAX Systems, Inc. 1987 Non-Qualified
Stock Option Plan (formerly, CAMAX Systems, Inc. 1987 Non-Qualified Stock
Option Plan)." The purpose of the Plan is to
advance the interests of SDRC and its shareholders by affording
certain option holders of CAMAX the opportunity to acquire or
increase their proprietary interest in SDRC. Options granted under
this Plan shall be options which do not qualify as incentive stock
options within the meaning of the Internal Revenue Code of 1986, as
amended.
2. Stock Subject to Plan.
Subject to the provisions of Section 11 hereof, the stock to be
subject to options under the Plan shall be the Company's authorized
common stock, no par value per share (the "Common Stock"). Such
shares may be either authorized but unissued shares, or issued
shares which have been reacquired by the Company. Subject to the
adjustment as provided in Section 11 hereof, the maximum number of
shares on which options may be exercised under this Plan shall not
exceed 30,236 shares.
3. Administration of the Plan.
(a) The Plan shall be administered by a committee consisting of
three directors of the Company appointed by the Board of Directors
(the group administering the Plan shall hereinafter be referred to
as the "Committee"). All directors designated as members of the
Committee shall be "disinterested persons" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934.
(b) The Committee shall have plenary authority in its discretion,
but subject to the express provisions of this Plan, (i) to determine
the purchase price of the Common Stock covered by each option, (ii)
to determine the employees to whom and the time or times at which
such options shall be granted and the number of shares to be subject
to each option, (iii) to determine the terms of exercise of each
option, (iv) to accelerate the time at which all or any part of an
option may be exercised, (v) to amend or modify the terms of any
option with the consent of the optionee, (vi) to interpret the Plan,
(vii) to prescribe, amend and rescind rules and regulations relating
to the Plan, (viii) to determine the terms and provisions of each
option agreement under this Plan (which agreements need not be
identical) and (ix) to make all other determinations necessary or
advisable for the administration of the Plan, subject to the
exclusive authority of the Board of Directors under Section 12
herein to amend or terminate the Plan. The Committee's
determinations on the foregoing matters shall be final and
conclusive.
4. Eligibility.
Options may be granted under this Plan to any full or part-time
employee (which term as used herein includes, but is not limited to,
officers and directors who are also employees) of the Company and of
its present and future subsidiary corporations (herein called
"subsidiaries"), members of the Board of Directors of the Company
and consultants or independent contractors providing valuable
services to the Company or one of its subsidiaries. In determining
the persons to whom options shall be granted and the number of
shares subject to each option, the Committee may take into account
the nature of services rendered by the potential optionees, their
present and potential contributions to the success of the Company
and such other factors as the Committee in its discretion shall deem
relevant. A person who has been granted an option under the Plan
may be granted and additional option or options under the Plan if
the Committee shall so determine.
Optionees as of the Effective Date of the Merger shall be eligible
to participate in the Plan to the extent that such optionees held
outstanding options under the CAMAX Systems, Inc. 1987 Non-Qualified
Stock Option Plan as of the Effective Date.
5. Price.
The option exercise price for all options granted under the Plan
shall be determined by the Committee but shall not be less than 50%
of the fair market value of the Common Stock at the date of granting
of such option. For purposes of the preceding sentence and for all
other valuation purposes under the Plan, the fair market value of
the Common Stock shall be as reasonably determined by the Committee.
6. Term.
Each option and all rights and obligations thereunder shall expire
on the date determined by the Committee and specified in the option
agreement. The Committee shall be under no duty to provide terms of
like duration for options granted under the Plan, but the term of
an option may not extend more than 10 years from the date of
granting of such option.
7. Exercise of Option.
(a) The Committee shall have full and complete authority to
determine, subject to section 10 hereof, whether the option will be
exercisable in full at any time or from time to time during the term
of the option, or to provide for the exercise thereof in such
installments, upon the occurrence of such events and at such times
during the term of the option as the Committee may determine.
(b) An optionee electing to exercise an option shall give written
notice to the Company of such election and of the number of shares
subject to such exercise. The full purchase price of such shares
shall be tendered with such notice of exercise. Payment shall be
made to the Company either in cash (including check, bank draft or
money order), or, at the discretion of the Committee, (i) by
delivering the Company's Common Stock already owned by the optionee
having a fair market value equal to the full purchase price of the
shares or (ii) a combination of cash and such shares; provided,
however, that an optionee shall not be entitled to tender shares of
the Company's Common Stock pursuant to the successive, substantially
simultaneous exercises of options granted under this or any other
stock option plan of the Company. The fair market value of such
shares shall be determined as provided in Section 5. Until such
person has been issued a certificate or certificates for the shares
subject to such exercise, he shall possess no rights as a
shareholder with respect to such shares.
(c) Nothing in the Plan or in any agreement thereunder shall confer
on any employee any right to continue in the employ of the Company
or any of its subsidiaries or affect, in any way, the right of the
Company or any of its subsidiaries to terminate his employment at
any time.
8. Additional Restrictions.
The Committee shall have full and complete authority to determine
whether all or any part of the Common Stock of the Company acquired
upon exercise of any of the options granted under the Plan shall be
subject to restrictions on the transferability thereof or any other
restrictions affecting in any manner the optionee's rights with
respect thereto, but any such restriction shall be contained in the
agreement relating to such options.
9. Effect of Termination of Employment or Death.
(a) In the event that an optionee shall cease to be employed by the
Company or its subsidiaries, if any, for any reason other than his
gross and willful misconduct or his death or disability, such
optionee shall have the right to exercise the option at any time
within three months after such termination of employment to the
extent of the full number of shares he was entitled to purchase
under the option on the date of termination, subject to the
condition that no option shall be exercisable after the expiration
of the term of the option.
(b) In the event that an optionee shall cease to be employed by the
Company or its subsidiaries, if any, by reason of his gross and
willful misconduct during the course of his employment, including
but not limited to wrongful appropriation of funds of his employer
or the commission of a gross misdemeanor or felony, the option shall
be terminated as of the date of the misconduct.
(c) If the optionee shall die while in the employ of the Company or
a subsidiary, if any, or within three months after termination of
employment for any reason other than gross and willful misconduct,
or become disabled (within the meaning of Code Section 22(e)(3))
while in the employ of the Company or a subsidiary, if any, and such
optionee shall not have fully exercised the option, such option may
be exercised at any time within twelve months after his death or
such disability by the personal representatives, administrators or,
if applicable, guardian of the optionee or by any person or persons
to whom the option is transferred by will or the applicable laws of
descent or distribution, to the extent of the full number of shares
he was entitled to purchase under the option on the date of death,
disability or termination of employment, if earlier, and subject to
the condition that no option shall be exercisable after the
expiration of the term of the option.
10. Dilution or Other Adjustments.
If there shall be any change in the shares of the Company's Common
Stock through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the
corporate structure of the Company, appropriate adjustments in the
Plan and outstanding options shall be made by the Committee. In the
event of any such changes, adjustments shall include, where
appropriate, changes in the aggregate number of shares subject to
the Plan and the number of shares and the price per share subject to
outstanding options in order to prevent dilution or enlargement of
option rights.
11. Amendment or Discontinuance of Plan.
The Board of Directors may amend or discontinue the Plan at any
time. The Board of Directors shall not alter or impair any option
theretofore granted under the Plan without the consent of the holder
of the option.
12. Time of Granting.
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board of Directors, and no action taken by the
Committee or the Board of Directors (other than the execution and
delivery of an option), shall constitute the granting of an option
hereunder.
13. Effective Date and Termination of Plan.
(a) The Plan shall be deemed adopted and effective as of the close
of business on the Effective Date of the Merger. All outstanding
options were originally granted under the CAMAX 1987 Non-Qualified
Stock Option Plan.
(b) The Plan shall terminate on November 4, 1997. No option may be
granted after such termination, but termination of the Plan shall
not, without the consent of the optionee, alter or impair any rights
or obligations under any option theretofore granted. After
consummation of the Merger, no further options shall be granted
under the Plan.
Exhibit 4.3
SDRC/POINT CONTROL CO.
1987 INCENTIVE STOCK OPTION PLAN
(formerly, Point Control Co. 1987 Incentive Stock Option Plan)
Structural Dynamics Research Company ("SDRC" or the "Company"),
SDRC-Systems, Inc. ("SDRC-Systems") and CAMAX Manufacturing
Technologies, Inc. ("CAMAX") entered into an Agreement of Merger and
Plan of Reorganization dated as of January 16, 1996, as amended,
(the "Merger Agreement") pursuant to which CAMAX will be merged with
and into SDRC-Systems with SDRC-Systems as the surviving corporation
(the "Merger"). Under the terms of the Merger Agreement, SDRC has
agreed to assume CAMAX's obligations under CAMAX's five stock option
plans and outstanding non-qualified stock options effective as of
the date of the Merger. This Plan as assumed will apply to
optionees in existence prior to the Effective Date of the Merger.
At the Effective Date of the Merger in accordance with Sections 2.5
and 2.6 of the Merger Agreement, each outstanding option to purchase
shares of CAMAX Common Stock issued pursuant to the Point Control
Co. 1987 Incentive Stock Option Plan (the "1987 Plan"), whether
vested or unvested, shall be assumed by SDRC. Each 1987 Plan option
shall be deemed to constitute an option to acquire, on the same
terms and conditions as were applicable under such 1987 Plan option,
the same number of shares of SDRC Common Stock as the holder of such
1987 Plan option would have been entitled to receive pursuant to the
Merger had such holder exercised such option in full immediately
prior to the Effective Date of the Merger (rounded down to the
nearest whole share), at a price per share equal to (x) the
aggregate exercise price for the shares of CAMAX Common Stock
otherwise purchasable pursuant to such 1987 Plan option divided by
(y) the number of full shares of SDRC Common Stock deemed
purchasable pursuant to such 1987 Plan option. (Capitalized terms
used herein shall have the meanings assigned to them in the Merger
Agreement unless otherwise defined herein.)
The entire text of the Plan following the Effective Date of the
Merger is as follows:
1. PURPOSE
The continued growth and success of the Company is dependent upon
its ability to obtain and retain the services of employees of the
highest competence, and to provide incentives for effective service
and high-level performance. The purpose of this Plan is to provide
a means to advance the interests of the Company and its shareholders
by affording to certain employees of CAMAX an opportunity to acquire
a proprietary interest in SDRC by the grant of options under the
terms set forth herein and to facilitate the acquisition of shares
of the Company's common stock without par value ("Stock") by
employees pursuant to options meeting the requirements of section 422 of
the Internal Revenue Code of 1986, as amended ("IRC"), so that the
employees will more closely identify their interests with those of
the Company and its shareholders.
2. STOCK AND STOCK APPRECIATION RIGHTS
2.1 The Stock subject to options under the Plan shall be shares of
the Company's authorized but unissued or reacquired Stock. Subject
to the adjustments described in Section 6 of the Plan, the aggregate
number of shares that may be issued pursuant to the Plan, whether
upon exercise of stock options or of stock appreciation rights,
shall not exceed 30,236 shares of Stock. Upon the exercise of stock
appreciation rights, the remaining shares available for issuance
under the Plan will be reduced by the number of shares covered by
the stock options to which the stock appreciation rights were
attached. In the event any outstanding option granted under the
Plan for any reason expires or is terminated, the shares of Stock
allocable to the unexercised portion of the option may again be
subject to options under the Plan.
2.2 Rights which may be granted under the Plan include:
2.2.1 Stock options, giving the holder the right for a specified
time period to purchase a specified number of shares of Stock for a
specified price.
2.2.2 Stock appreciation rights giving the holder the right,
without payment to the Company, to receive shares of Stock in lieu
of purchasing them under the related stock option. The value of a
stock appreciation right will be excess, if any, of the value of a
share on the exercise date over the option price of the stock option
to which the stock appreciation right is attached.
3. ELIGIBILITY
All employees of the Company shall be eligible to participate in the
Plan. The persons who shall receive awards of options shall be such
employees (including officers, whether or not they are directors) of
the Company as may be selected from time to time by the stock option
committee ("Committee"). The board of directors of the Company
("Board") shall designate three directors to act as the Committee.
All persons designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934.
Participants as of the time the Merger is consummated shall be
eligible to participate in the Plan to the extent that such
Participants held outstanding options or grants under the Point
Control Co. 1987 Incentive Stock Option Plan as of the Effective
Date.
4. ADMINISTRATION
The Plan shall be administered by the Committee, which shall have
full power and authority, subject to the provisions of the Plan, to:
4.1 Designate participants;
4.2 Determine the number of options to be granted to each
participant;
4.3 Determine the terms of option agreements for each option;
4.4 Supervise administration of the Plan;
4.5 Interpret the provisions of the Plan and option agreements
granted thereunder; and
4.6 Take all action in connection with the Plan as it deems
necessary or advisable.
Decisions of the Committee shall be final. More than one option may
be granted to the same employee. No member of the Committee or the
Board shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted under it.
5. TERMS AND CONDITIONS OF OPTIONS
The Committee may grant stock options and stock appreciation rights
to such eligible employees as the Committee may from time to time
select in its sole discretion. In connection with stock options
granted under the Plan, stock appreciation rights will attach to
twenty-five percent (25%) of the option shares. Stock options and
stock appreciation rights under the Plan granted by the Committee
shall be evidenced by stock option agreements in such form as the
Committee shall from time to time approve, and shall comply with and
be subject to the following terms and conditions:
5.1 Dollar Limit on Options Exercisable
The aggregate fair market value, determined as of the date an option
is granted, of Stock (or any other class of capital stock of the
Company) with respect to which options meeting the requirements of
IRC section 422 ("Incentive Stock Options") are exercisable for the first
time by any employee during any calendar year [under the Plan or
under any other plan of the Company, or of any parent or subsidiary
of the Company within the meaning of IRC section 425(e) and (f)
("Affiliate")] shall not exceed $100,000.
5.2 Number of Shares And Stock Appreciation Rights
Each option agreement shall state the number of shares of Stock
subject to the option and the number of shares of Stock, if any, to
which stock appreciation rights are attached.
5.3 Option Price
Each option agreement shall state the option price, which shall not
be less than 100% (110% for 10% Shareholders, as defined below) of
the fair market value, on the date the option is granted, of the
shares of Stock subject to the option. A "10% Shareholder" is any
person who, at the time an option is granted, owns stock of the
Company possessing more than 10% of the combined voting power of all
classes of stock of the Company or any Affiliate.
5.4 Determination of Fair Market Value
The fair market value per share of Stock shall be determined by the
Committee in good faith at the time the option is granted and at the
time of any exercise of a stock appreciation right.
5.5 Option Period And Limitations on Exercise
5.5.1 Each option shall be exercisable by the optionee either
immediately or after such vesting period, and according to such
vesting schedule for exercise, or in such other manner as the
Committee shall provide in the option agreement at the time the
option is granted. Each option shall expire and shall not be
exercisable after the expiration of ten years (five years for 10%
Shareholders) from the date the option is granted, or such lesser
period as may be established by the Committee at the time the option
is granted.
5.5.2 Notwithstanding any other provision of the Plan, an option
granted under the Plan shall be exercisable only while the optionee
remains an employee of the Company, except that, in the event of (a)
an optionee's termination of employment with the Company by reason
of disability (within the meaning of IRC section 22(e)(3)), or (b) an
optionee's death while an employee of the Company, the option
agreement may allow the option to remain exercisable, to the extent
it was exercisable on the date of termination or the date of death,
by the optionee or by the optionee's estate or devisee, until the
expiration date of the term of the option or one year after the date
of the optionee's termination of employment or death, whichever date
is earlier.
5.5.3 In the event of Board or shareholder approval of the
consolidation of the Company with another company, or of the merger
of the Company into another company which is the surviving
corporation of the merger, or of the acquisition of all or
substantially all the assets of the Company by another company, all
nonvested options and stock appreciation rights will fully vest to
the optionee immediately.
5.5.4 Upon exercise of a stock option, any stock appreciation
rights attached to the shares as to which the option is exercised
will automatically expire. Conversely, upon exercise of a stock
appreciation right, the option to acquire the shares to which it is
attached will automatically expire.
5.6 Securities Restrictions
All option agreements evidencing options granted under the Plan
shall provide that:
5.6.1 If the Committee at any time determines that registration or
qualification of the Stock or any option under state or federal law,
or the consent or approval of any governmental regulatory body, is
necessary or desirable, then the option may not be exercised, in
whole or in part, until the registration, qualification, consent, or
approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.
5.6.2 Any person purchasing or receiving shares of Stock may be
required by the Company to give a written representation that he or
she is acquiring the shares for his or her own account for
investment and not with a view to the distribution of the shares.
5.7 Payment of Option Price; Exercise of Stock Appreciation Right
5.7.1 The price upon exercise of an option to purchase shares under
the Plan shall be payable to the Company in cash or, in the
discretion of the Committee, in installments on such terms and over
such period as the Committee shall determine.
5.7.2 Upon exercise of one or more stock appreciation rights, the
holder will receive their value in shares of Stock, but only to the
extent the holder is also the holder of unexpired options (other
than options to which the stock appreciation rights being exercised
are attached) to acquire shares of Stock under the Plan. A stock
appreciation right shall be valid only for the purpose of acquiring
shares of Stock under the Plan, and shall not entitle the holder to
receive cash from the Company except as to any fractional share.
Only whole shares will be issuable; any right to a fractional share
will be satisfied in cash.
5.7.3 The date of exercise of a stock option or stock appreciation
right will be the date on which the written notice of exercise is
mailed or personally delivered to the Company's secretary.
5.8 Nontransferability
Options and stock appreciation rights shall not be transferrable
except by testamentary disposition or by the laws of descent and
distribution, and shall be exercisable during an optionee's lifetime
only by the optionee.
5.9 Shareholders' Agreement
Each option agreement shall provide that, as a condition of
exercising any option or stock appreciation right granted under the
Plan, the optionee shall agree to enter into and be bound by the
agreement in force at the time of the exercise among the Company and
its employee shareholders relating to the repurchase by the Company
of its outstanding shares in certain circumstances.
5.10 Other Provisions
Any option agreement may contain such other or additional terms and
provisions as may be determined by the Committee to be consistent
with the Plan, or necessary or desirable to comply with the
provisions of applicable laws, rules, or regulations.
6. ADJUSTMENT
In the event of any stock split or payment of a dividend on Stock
payable in shares of Stock after the Plan is approved by the
Company's shareholders, the shares of Stock then subject to each
option (and the number of such shares which, pursuant to Section 2
of the Plan, may be issued under the Plan) shall be increased
proportionately without any change in the aggregate purchase price
therefor. In the event all the outstanding shares of Stock shall be
changed into or exchanged for a different number or class of shares
of the Company, or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of
shares, merger, consolidation, or otherwise, then there shall be
substituted for each share of Stock then subject to each option
(and, if the Company is the surviving corporation in such
transaction, for the number of such shares which, pursuant to
Section 2 of the Plan, may be issued under the Plan), the number and
class of shares into which each outstanding share of Stock shall be
so exchanged, all without any change in the aggregate option price
for the shares then subject to the option. In connection with any
adjustment under this Section 6 resulting in a fractional share
interest, the interest may be rounded down to the nearest whole
share if the interest is less than 0.5 share; otherwise, the
fractional share interest may be rounded up to the nearest whole
share.
7. PROCEEDS
The proceeds received by the Company from the sale of Stock pursuant
to the Plan will be used for general corporate purposes.
8. NO OBLIGATION TO EXERCISE; NO RIGHT TO CONTINUED EMPLOYMENT
The granting of an option shall impose no obligation on the optionee
to exercise the option. The granting of an option does not confer
on the optionee any right to be continued in the employment of the
Company.
9. AMENDMENT AND DISCONTINUANCE
The Board may alter, amend, suspend, or terminate the Plan, provided
that the Board may not, without further approval by the holders of
at least two-thirds (2/3) of the outstanding shares of stock of the
Company entitled to vote:
9.1 Increase the aggregate number of shares of Stock for which
options may be granted under the Plan (except for adjustments
pursuant to Section 6);
9.2 Materially modify the requirements as to eligibility for
participation in the Plan; or
9.3Materially increase the benefits afforded participants under the
Plan.
10. TERM OF PLAN AND EFFECTIVE DATE
The Plan shall be deemed adopted and effective as of the close of
business on the Effective Date of the Merger. All outstanding
options and grants were originally granted under the Point Control
Co. 1987 Incentive Stock Option Plan. After consummation of the
Merger, no further options or grants will be made under the Plan.
The Plan will automatically terminate when all options and stock
appreciation rights under it have been exercised or have expired.
Exhibit 4.4
SDRC/CAMAX MANUFACTURING TECHNOLOGIES, INC.
1995 LONG-TERM INCENTIVE
AND
STOCK OPTION PLAN
(formerly, CAMAX Manufacturing Technologies, Inc.
1995 Long-Term Incentive and Stock Option Plan)
Structural Dynamics Research Corporation ("SDRC" or the "Company"),
SDRC-Systems, Inc. ("SDRC-Systems") and CAMAX Manufacturing
Technologies, Inc. ("CAMAX") entered into an Agreement of Merger and
Plan of Reorganization dated as of January 16, 1996, as amended,
(the "Merger Agreement") pursuant to which CAMAX will be merged with
and into SDRC-Systems with SDRC-Systems as the surviving corporation
(the "Merger"). Under the terms of the Merger Agreement, SDRC has
agreed to assume CAMAX's obligations under CAMAX's five stock option
plans and outstanding non-qualified stock options effective as of
the date of the Merger. This Plan as assumed will apply to
optionees in existence prior to the Effective Date of the Merger.
At the Effective Date of the Merger in accordance with Sections 2.5
and 2.6 of the Merger Agreement, each outstanding option to purchase
shares of CAMAX Common Stock issued pursuant to the CAMAX
Manufacturing Technologies, Inc. 1995 Long-Term Incentive and Stock
Option Plan (the "1995 Plan"), whether vested or unvested, shall be
assumed by SDRC. Each 1995 Plan option shall be deemed to
constitute an option to acquire, on the same terms and conditions as
were applicable under such 1995 Plan option, the same number of
shares of SDRC Common Stock as the holder of such 1995 Plan option
would have been entitled to receive pursuant to the Merger had such
holder exercised such option in full immediately prior to the
Effective Date of the Merger (rounded down to the nearest whole
share), at a price per share equal to (x) the aggregate exercise
price for the shares of CAMAX Common Stock otherwise purchasable
pursuant to such 1995 Plan option divided by (y) the number of full
shares of SDRC Common Stock deemed purchasable pursuant to such 1995
Plan option. (Capitalized terms used herein shall have the meanings
assigned to them in the Merger Agreement unless otherwise defined
herein.)
The entire text of the Plan following the Effective Date of the
Merger is as follows:
Section 1. Purpose of Plan and Effect on Prior Plans.
(a) Purpose. This Plan shall be known as the "SDRC/CAMAX
MANUFACTURING TECHNOLOGIES, INC. 1995 LONG-TERM INCENTIVE AND STOCK
OPTION PLAN (formerly, CAMAX Manufacturing Technologies, Inc. 1995
Long-Term Incentive and Stock Option Plan)" and is hereinafter
referred to as the "Plan." The purpose of the Plan is to aid in
maintaining and developing personnel capable of assuring the future
success of the Company, to offer such personnel additional
incentives to put forth maximum efforts for the success of the
business, and to afford them an opportunity to acquire a proprietary
interest in the Company through stock options and other long-term
incentive awards as provided herein. Options granted under this
Plan may be either incentive stock options ("Incentive Stock
Options") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or options that do not
qualify as Incentive Stock Options. Awards granted under this Plan
shall be SARs, restricted stock or performance awards as hereinafter
described.
(b) Effect on Prior Plans. From and after the Effective Date of
the CAMAX Manufacturing Technologies, Inc. 1995 Long-Term Incentive
and Stock Option Plan, no stock options were granted under CAMAX's
1985 Stock Option Plan, CAMAX's 1987 Stock Option Plan or Point
Control Co.'s 1987 Stock Option Plan. All outstanding stock options
previously granted under CAMAX's 1985 Stock Option Plan, CAMAX's
1987 Stock Option Plan and Point Control Co.'s Stock Option Plan
shall remain outstanding in accordance with the terms thereof.
Section 2. Stock Subject to Plan.
Subject to the provisions of Section 15 hereof, the stock to be
subject to options or other awards under the Plan shall be the
Company's authorized but unissued shares of Common Stock, no par
value (the "Common Shares"). Such shares shall be authorized but
unissued shares. Subject to adjustment as provided in Section 15
hereof, the maximum number of shares on which options may be
exercised or other awards issued under this Plan shall not exceed
2,266,500 shares. If an option or award under the Plan expires, or
for any reason is terminated or unexercised with respect to any
shares, such shares shall again be available for options or awards
thereafter granted during the term of the Plan.
Section 3. Administration of Plan.
(a) The Plan shall be administered by a committee consisting of
three persons selected by the Board of Directors (the "Committee").
All persons designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934.
(b) The Committee shall have plenary authority in its discretion,
but subject to the express provisions of the Plan: (i) to determine
the purchase price of the Common Shares covered by each option or
award, (ii) to determine the employees to whom and the time or times
at which such options and awards shall be granted and the number of
shares to be subject to each, (iii) to determine the form of payment
to be made upon the exercise of an SAR or in connection with
performance awards, either cash, Common Shares of the Company or a
combination thereof, (iv) to determine the terms of exercise of each
option and award, (v) to accelerate the time at which all or any
part of an option or award may be exercised, (vi) to amend or modify
the terms of any option or award with the consent of the optionee,
(vii) to interpret the Plan, (viii) to prescribe, amend and rescind
rules and regulations relating to the Plan, (ix) to determine the
terms and provisions of each option and award agreement under the
Plan (which agreements need not be identical), including the
designation of those options intended to be Incentive Stock Options,
and (x) to make all other determinations necessary or advisable for
the administration of the Plan, subject to the exclusive authority
of the Board of Directors under Section 16 herein to amend or
terminate the Plan. The Committee's determinations on the foregoing
matters, unless otherwise disapproved by the Board of Directors of
the Company, shall be final and conclusive.
(c) The Committee shall select one of its members as its Chair and
shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum.
All determinations of the Committee shall be made by not less than
a majority of its members. Any decision or determination reduced to
writing and signed by all of the members of the Committee shall be
fully effective as if it had been made by a majority vote at a
meeting duly called and held. The grant of an option or award shall
be effective only if a written agreement shall have been duly
executed and delivered by or on behalf of the Company following such
grant. The Committee may appoint a Secretary and may make such
rules and regulations for the conduct of its business as it shall
deem advisable.
Section 4. Eligibility and Grant.
(a) Eligibility. Incentive Stock Options may only be granted under
this Plan to any full or part-time employee (which term as used
herein includes, but is not limited to, officers and directors who
are also employees) of the Company and of its present and future
subsidiary corporations within the meaning of Section 424(f) of the
Code (herein called "subsidiaries"). Full or part-time employees,
officers, consultants, directors (including directors who are not
employees of the Company) or independent contractors of the Company
or one of its subsidiaries shall be eligible to receive options
which do not qualify as Incentive Stock Options and awards. In
determining the persons to whom options and awards shall be granted
and the number of shares subject to each, the Committee may take
into account the nature of services rendered by the respective
employees or consultants, their present and potential contributions
to the success of the Company and such other factors as the
Committee in its discretion shall deem relevant.
Optionees or grantees as of the time the Merger is consummated shall
be eligible to participate in the Plan to the extent that such
participants held options under the CAMAX 1995 Long-Term Incentive
and Stock Option Plan.
(b) Grant of Additional Options. A person who has been granted an
option or award under this Plan may be granted additional options or
awards under the Plan if the committee shall so determine; provided,
however, that for Incentive Stock Options to the extent the
aggregate fair market value (determined at the time for Incentive
Stock Option is granted) of the Common Shares with respect to which
all Incentive Stock Options are exercisable for the first time by an
employee during any calendar year (under all plans described in
subsection (d) of Section 422 of the Code of his or her employer
corporation an its parent and subsidiary corporations) exceeds
$100,000, such options shall be treated as options that do not
qualify as Incentive Stock Options. Nothing in the Plan or in any
agreement thereunder shall confer on any employee any right to
continue in the employ of the Company or any of its subsidiaries or
affect, in any way, the right of the Company or any of its
subsidiaries to terminate his or her employment at any time.
Section 5. Price.
The option price for all Incentive Stock Options granted under the
Plan shall be determined by the Committee but shall not less than
100% of the fair market value of the Common Shares at the date of
grant of such option. The option price for options granted under
the Plan that do not qualify as Incentive Stock Options and, if
applicable, the price for all awards shall also be determined by the
Committee. For purposes of the preceding sentence and for all other
valuation purposes under the Plan, the fair market value of the
Common Shares shall be as reasonably determined by the Committee.
If on the date of grant of any option or award hereunder the Common
Shares are not traded on an established securities market, the
Committee shall make a good faith attempt to satisfy the
requirements of this Section 5 and in connection therewith shall
take such action as it deems necessary or advisable.
Section 6. Term.
Each option and award and all rights and obligations thereunder
shall expire on the date determined by the Committee and specified
in the option or award agreement. The Committee shall be under no
duty to provide terms of like duration for options or awards
granting under the Plan, but the term of an Incentive Stock Option
may not extend more than ten (10) years from the date of grant of
such option and the term of options granted under the Plan which do
not qualify as Incentive Stock Options may not extend more than
fifteen (15) years from the date of granting of such option.
Section 7. Exercise of Option or Award.
(a) Exercisability. The Committee shall have full and complete
authority to determine whether an option or award will be
exercisable in full at any time or from time to time during the term
thereof, or to provide for the exercise thereof in such
installments, upon the occurrence of such events (such as
termination of employment for any reason) and at such times during
the term of the option as the Committee may determine and specify in
the option or award agreement.
(b) No Violation of State or Federal Laws. The exercise of any
option or award granted hereunder shall only be effective at such
time that the sale of Common Shares pursuant to such exercise will
not violate any state or federal securities or other laws.
(c) Method of Exercise. An optionee or grantee electing to exercise
an option or award shall give written notice to the Company of such
election and of the number of shares subject to such exercise. The
full purchase price of such shares shall be tendered with such
notice of exercise. Payment shall be made to the Company in cash
(including bank check, certified check, personal check, or money
order), or, at the discretion of the Committee and as specified by
the Committee, (i) by delivering certificates for the Company's
Common Shares already owned by the optionee or grantee having a fair
market value as of the date of grant equal to the full purchase
price of the shares, or (ii) by delivering the optionee's or
grantee's promissory note, which shall provide for interest at a
rate not less than the minimum rate required to avoid the imputation
of income, original issue discount or a below-market-rate loan
pursuant to Sections 483, 1274 or 7872 of the Code or any successor
provisions thereto, or (iii) a combination of cash, the optionee's
or grantee promissory note and such shares. The fair market value
of such tendered shares shall be determined as provided in Section
5 herein. The optionee's or grantee's promissory note shall be a
full recourse liability of the optionee and may, at the discretion
of the Committee, be secured by a pledge of the shares being
purchased. Until such person has been issued the shares subject to
such exercise, he or she shall possess no rights as a shareholder
with respect to such shares.
Section 8. Stock Appreciation Rights.
(a) Grant. At the time of grant of an option or award under the
Plan (or at any other time), the Committee, in its discretion, may
grant a Stock Appreciation Right ("SAR") evidenced by an agreement
in such form as the Committee shall from time to time approve. Any
such SAR may be subject to restrictions on the exercise thereof as
may be set forth in the agreement representing such SAR, which
agreement shall comply with and be subject to the following terms
and conditions and any additional terms and conditions established
by the Committee that are consistent with the terms of the Plan.
(b) Exercise. A SAR shall be exercised by the delivery to the
Company of a written notice which shall state that the holder
thereof elects to exercise his or her SAR as to the number of shares
specified in the notice and which shall further state what portion,
if any, of the SAR exercise amount (hereinafter defined) the holder
thereof requests is to be paid in cash and what portion, if any, is
to be paid in Common Shares of the Company. The Committee promptly
shall cause to be paid to such holder the SAR exercise amount either
in cash, in Common Shares of the Company, or any combination of cash
and shares as the Committee may determine. Such determination may
be either in accordance with the request made by the holder of the
SAR or in the sole and absolute discretion of the Committee. The
SAR exercise amount is the excess of the fair market value of one
share of the Company's Common Shares on the date of exercise over
the per share exercise price in respect of which the SAR was
granted, multiplied by the number of shares as to which the SAR is
exercised. For the purposes hereof, the fair market value of the
Company's shares shall be determined as provided in Section 5
herein.
Section 9. Restricted Stock Awards.
Awards of Common Shares subject to forfeiture and transfer
restrictions may be granted by the Committee. Any restricted stock
award shall be evidenced by an agreement in such form as the
Committee shall from time to time approve, which agreement shall
comply with and be subject to the following terms and conditions and
any additional terms and conditions established by the Committee
that are consistent with the terms of the Plan:
(a) Grant of Restricted Stock Awards. Each restricted stock award
made under the Plan shall be for such number of Common Shares as
shall be determined by the Committee and set forth in the agreement
containing the terms of such restricted stock award. Such agreement
shall set forth a period of time during which the grantee must
remain in the continuous employment of the Company in order for the
forfeiture and transfer restrictions to lapse. If the Committee so
determines, the restrictions may lapse during such restricted period
in installments with respect to specified portions of the shares
covered by the restricted stock award. The agreement may also, in
the discretion of the Committee, set forth performance or other
conditions that will subject the Common Shares to forfeiture and
transfer restrictions. The Committee may, at its discretion, waive
all or any part of the restrictions applicable to any or all
outstanding restricted stock awards.
(b) Delivery of Common Shares and Restrictions. At the time of a
restricted stock award, a certificate representing the number of
Common shares awarded thereunder shall be registered in the name of
the grantee. Such certificate shall be held by the Company or any
custodian appointed by the Company for the account of the grantee
subject to the terms and conditions of the Plan, and shall bear such
a legend setting forth the restrictions imposed thereon as the
Committee, in its discretion, may determine. The grantee shall have
all rights of a shareholder with respect to the Common Shares,
including the right to receive dividends and the right to vote such
shares, subject to the following restrictions: (i) the grantee
shall not be entitled to delivery of the stock certificate until the
expiration of the restricted period and the fulfillment of any other
restrictive conditions set forth in the restricted stock agreement
with respect to such Common Shares; (ii) none of the Common Shares
may be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of during such restricted period or
until after the fulfillment of any such other restrictive
conditions; and (iii) except as otherwise determined by the
Committee, all of the Common shares shall be forfeited and all
rights of the grantee to such Common Shares shall terminate, without
further obligation on the part of the Company, unless the grantee
remains in the continuous employment of the company for the entire
restricted period in relation to which such Common shares were
granted and unless any other restrictive conditions relating to the
restricted stock award are met. Any Common Shares, any other
securities of the Company and any other property (except for cash
dividends) distributed with respect to the Common Shares subject to
restricted stock awards shall be subject to the same restrictions,
terms and conditions as such restricted Common Shares.
(c) Termination of Restrictions. At the end of the restricted
period and provided that any other restrictive conditions of the
restricted stock award are met, or at such earlier time as otherwise
determined by the Committee, all restrictions set forth in the
agreement relating to the restricted stock award or in the Plan
shall lapse as to the restricted Common Shares subject thereto, and
a stock certificate for the appropriate number of Common Shares,
free of the restrictions and the restricted stock legend, shall be
delivered to the grantee or his or her beneficiary or estate, as the
case may be.
Section 10. Performance Awards.
The Committee is further authorized to grant performance awards.
Subject to the terms of this Plan and any applicable award
agreement, performance awards granted under the Plan (i) may be
denominated or payable in cash, Common Shares (including, without
limitation, restricted stock), other securities, other awards, or
other property and (ii) shall confer on the holder thereof rights
valued as determined by the Committee, in its discretion, and
payable to, or exercisable by, the holder of the performance awards,
in whole or in part, upon the achievement of such performance goals
during such performance periods as the Committee, in its discretion,
shall establish. Subject to the terms of this Plan and any
applicable award agreement, the performance goals to be achieved
during any performance period, the length of any performance period,
the amount of any performance award granted, and the amount of any
payment or transfer to be made by the grantee and by the Company
under any Performance award shall be determined by the Committee.
Section 11. Income Tax Withholding and Tax Bonuses.
(a) Withholding of Taxes. In order to comply with all applicable
federal or state income tax laws or regulations, the Company may
take such action as it deems appropriate to ensure that all
applicable federal or state payroll, withholding, income or other
taxes, which are the sole and absolute responsibility of an optionee
or grantee under the Plan, are withheld or collected from such
optionee or grantee. In order to assist an optionee or grantee in
paying all federal and state taxes to be withheld or collected upon
exercise of an option or award which does not qualify as an
Incentive Stock Option hereunder, the Committee, in its absolute
discretion and subject to such additional terms and conditions as it
may adopt, shall permit the optionee or grantee to satisfy such tax
obligation by (i) electing to have the Company withhold a portion of
the shares otherwise to be delivered upon exercise of such option or
award with a fair market value, determined in accordance with
Section 5 herein, equal to such taxes or (ii) delivering to the
Company Common Shares other than the shares issuable upon exercise
of such option or award with a fair market value, determined in
accordance with Section 5, equal to such taxes.
(b) Tax Bonus. The Committee shall have the authority, at the time
of grant of an option under the Plan or at any time thereafter, to
approve tax bonuses to designated optionees or grantees to be paid
upon their exercise of options or awards granted hereunder. The
amount of any such payments shall be determined by the Committee.
The Committee shall have full authority in its absolute discretion
to determine the amount of any such tax bonus and the terms and
conditions affecting the vesting and payment thereafter.
Section 12. Additional Restrictions.
The Committee shall have full and complete authority to determine
whether all or any part of the Common Shares of the Company acquired
upon exercise of any of the options or awards granted under the Plan
shall be subject to restrictions on the transferability thereof or
any other restrictions affecting in any manner the optionee's or
grantee's rights with respect thereto, but any such restriction
shall be contained in the agreement relating to such options or
awards.
Section 13. Ten Percent Shareholder Rule.
Notwithstanding any other provision in the Plan, it at the time an
option is otherwise to be granted pursuant to the Plan the optionee
owns directly or indirectly (within the meaning of Section 424(d) of
the Code) Common Shares of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company or its parent or subsidiary corporations, if
any (within the meaning of Section 422(b)(6) of the Code), then any
Incentive Stock Option to be granted to such optionee pursuant to
the Plan shall satisfy the requirements of Section 422(c)(5) of the
Code, and the option price shall be not less than 110% of the fair
market value of the Common Shares of the Company determined as
described herein, and such option by its terms shall not be
exercisable after the expiration of five (5) years from the date
such option is granted.
Section 14. Non-Transferability.
No option or award granted under the Plan shall be transferable by
an optionee or grantee, otherwise than by will or the laws of
descent or distribution. Except as otherwise provided in an option
or award agreement, during the lifetime of an optionee or grantee,
the option shall be exercisable only by such optionee or grantee.
Section 15. Dilution or Other Adjustments.
(a) In the event that the number of outstanding shares of Common
Stock of the Company is changed by a stock dividend, stock split,
reverse stock split, combination, reclassification or similar change
in the capital structure of the Company without consideration, the
number of shares available under this Plan and the number of Shares
subject to outstanding Options and the exercise price per share of
such Options shall be proportionally adjusted, subject to any
required action by the Board or shareholders of the Company and
compliance with applicable securities laws; provided however that no
certificate or scrip representing fractional shares shall be issued
upon exercise of any Option and any resulting fractions of a Share
shall be ignored. Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and
conclusive.
(b) In the event of dissolution or liquidation of the Company, a
merger in which the Company is not the surviving corporation, a
transaction or series of related transactions in which 100% of the
then outstanding voting stock is sold or otherwise transferred, or
the sale of substantially all of the assets of the Company, any or
all outstanding Options shall, notwithstanding any contrary terms of
the written agreement governing such Option, accelerate and become
exercisable in full at least ten days prior to (and shall expire on)
the consummation of such dissolution, liquidation, merger or sale of
stock or sale of assets on such conditions as the Board shall
determine unless the successor corporation assumes the outstanding
Options or substitutes substantially equivalent options.
Section 16. Amendment or Discontinuance of Plan.
The Board of Directors may amend or discontinue the Plan at any
time. Subject to the provisions of Section 15 no amendment of the
Plan, however, shall without shareholder approval: (i) increase the
maximum number of shares under the Plan as provided in Section 2
herein, (ii) decrease the minimum price provided in Section 5
herein, (iii) extend the maximum term under Section 6, or (iv)
modify the eligibility requirements for participation in the Plan.
The Board of Directors shall not alter or impair any option or award
theretofore granted under the Plan without the consent of the holder
of the option.
Section 17. Time of Granting.
Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board of Directors or by the shareholders of the
Company, and no action taken by the Committee or the Board of
Directors (other than the execution and delivery of an option or
award agreement), shall constitute the granting of an option or
award hereunder.
Section 18. Effective Date and Termination of Plan.
(a) The Plan shall be deemed adopted and effective as of the close
of business on the date the Merger is consummated. All outstanding
options and grants were originally granted under the CAMAX 1995
Long-Term Incentive and Stock Option Plan.
(b) Unless the Plan shall have been discontinued as provided in
Section 16 hereof, the Plan shall terminate on May 11, 2005. No
option or award may be granted after such termination, but
termination of the Plan shall not, without the consent of the
optionee or grantee, alter or impair any rights or obligations under
any option or award theretofore granted. After consummation of the
Merger, no further options shall be granted under the Plan.
Exhibit 4.5
SDRC/CAMAX MANUFACTURING TECHNOLOGIES, INC.
1995 DIRECTORS' STOCK OPTION PLAN
(formerly, CAMAX Manufacturing Technologies, Inc.
1995 Directors' Stock Option Plan)
Structural Dynamics Research Corporation ("SDRC" or the "Company"),
SDRC-Systems, Inc. ("SDRC-Systems") and CAMAX Manufacturing
Technologies, Inc. ("CAMAX") entered into an Agreement of Merger and
Plan of Reorganization dated as of January 16, 1996, as amended,
(the "Merger Agreement") pursuant to which CAMAX will be merged with
and into SDRC-Systems with SDRC-Systems as the surviving corporation
(the "Merger"). Under the terms of the Merger Agreement, SDRC has
agreed to assume CAMAX's obligations under CAMAX's five stock option
plans and outstanding non-qualified stock options effective as of
the date of the Merger. This Plan as assumed will apply to
optionees in existence prior to the Effective Date of the Merger.
At the Effective Date of the Merger in accordance with Sections 2.5
and 2.6 of the Merger Agreement, each outstanding option to purchase
shares of CAMAX Common Stock issued pursuant to the CAMAX
Manufacturing Technologies, Inc. 1995 Directors' Stock Option Plan
(the "1995 Plan"), whether vested or unvested, shall be assumed by
SDRC. Each 1995 Plan option shall be deemed to constitute an option
to acquire, on the same terms and conditions as were applicable
under such 1995 Plan option, the same number of shares of SDRC
Common Stock as the holder of such 1995 Plan Option would have been
entitled to receive pursuant to the Merger had such holder exercised
such option in full immediately prior to the Effective Date of the
Merger (rounded down to the nearest whole share), at a price per
share equal to (x) the aggregate exercise price for the shares of
CAMAX Common Stock otherwise purchasable pursuant to such 1995 Plan
option divided by (y) the number of full shares of SDRC Common Stock
deemed purchasable pursuant to such 1995 Plan option. (Capitalized
terms used herein shall have the meanings assigned to them in the
Merger Agreement unless otherwise defined herein.)
The entire text of the Plan following the Effective Date of the
Merger is as follows:
1. Purpose of the Plan. The purpose of this SDRC/CAMAX
Manufacturing Technologies, Inc. 1995 Directors' Stock Option Plan
(formerly, CAMAX Manufacturing Technologies, Inc. 1995 Directors'
Stock Option Plan) is to advance the interests of SDRC and its
shareholders by affording certain directors an opportunity to
acquire a proprietary interest in SDRC by the grant to such
directors of options under the terms set forth herein.
None of the options granted hereunder shall be "incentive stock
options" within the meaning of Section 422 of the Code (as
hereinafter defined).
2. Definitions. As used herein, the following definitions shall
apply:
(a) "Board" shall mean the Board of Directors of Structural
Dynamics Research Corporation ("SDRC" or the "Company").
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean Structural Dynamics Research Corporation,
an Ohio corporation.
(e) "Continuous Status as a Director" shall mean the absence of any
interruption or termination of service as a Director.
(f) "Director" shall mean a member of the Board.
(g) "Employee" shall mean any person, including officers and
Directors, employed by CAMAX or any parent or Subsidiary of CAMAX.
The payment of a Director's fee by CAMAX shall not be sufficient in
and of itself to constitute "employment" by CAMAX.
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(i) "Option" shall mean a stock option granted pursuant to the
Plan.
(j) "Optioned Stock" shall mean the Common Stock subject to an
Option.
(k) "Optionee" shall mean a former Outside Director of CAMAX who
received an Option.
(l) "Outside Director" shall mean a former Director of CAMAX who
was not an Employee.
(m) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 425(e) of the Code.
(n) "Plan" shall mean this 1995 Directors' Stock Option Plan.
(o) "Shares" shall mean shares of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.
(p) "Subsidiary" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 425(f) of the Code.
3. Effective Date. The Plan shall be deemed adopted and effective
as of the close of business on the date of the Merger of CAMAX with
and into SDRC. All outstanding Options were originally granted
under the CAMAX 1995 Directors' Stock Option Plan.
4. Stock Subject to the Plan. The aggregate number of Shares which
may be optioned and sold under the Plan shall not exceed 4,959
Shares of Common Stock. The Shares may be authorized, but unissued,
or treasury stock.
5. Administration of and Grants of Options under the Plan.
(a) Administrator. Except as otherwise required herein, the Plan
shall be administered by a committee consisting of three directors
of the Company appointed by the Board of Directors (the
"Committee"). All directors designated as members of the Committee
shall be "disinterested persons" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934.
(b) Procedure for Grants. The provisions set forth in this Section
5(b) shall not be amended more than once every six months, other
than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
All grants of Options hereunder shall be automatic and
nondiscretionary and shall be made strictly in accordance with the
following provisions:
(i) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of
Shares to be covered by Options granted to Outside Directors.
(ii) Jerald W. Blakely, Joel A. Elftmann, Terrence W. Glarner,
Gregory B. Hadley, and Raymond A. Lipkin each shall receive an
Option to purchase 551 Shares on the date the Plan is approved by
the Board of Directors, and such Options granted pursuant to this
Section 5(b)(ii) shall become exercisable one year subsequent to the
date of grant.
(iii) Bradford C. Morley shall receive an Option to purchase 1,378
Shares on the date the Plan is approved by the Board of Directors,
and such Option shall become exercisable in three equal annual
installments with the first one-third installment vesting on the
date of grant and the two remaining one-third installments vesting
on the first and second anniversary of the grant, respectively.
(iv) Each Outside Director shall be automatically granted an Option
(an "Initial Grant") to purchase 1,378 Shares upon the date on which
such person first becomes a Director, whether through election by
the shareholders of the Company or appointment by the Board of
Directors to fill a vacancy. Options granted under this Section
5(b)(iv) shall become exercisable in three equal annual installments
with the first one-third installment vesting on the date of the
Initial Grant and the two remaining one-third installments vesting
on the first and second anniversary of the Initial Grant,
respectively.
(v) The terms of an Option granted hereunder shall be as follows:
(A) the term of the Option shall be ten (10) years.
(B) the exercise price per Share shall be 100% of the fair market
value per Share on the date of grant of the Option.
(C) to the extent necessary to comply with the applicable
provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule
16b-3"), no Option will be exercisable until a date more than six
months subsequent to the date of the grant of that Option.
(c) Powers of the Committee. Subject to the provisions and
restrictions of the Plan, the Committee shall have the authority, in
its discretion: (i) to determine, upon review of relevant
information and in accordance with Section 8(b) of the Plan, the
fair market value of the Common Stock; (ii) to determine the
exercise price per share of Options to be granted, which exercise
price shall be determined in accordance with Section 8(a) of the
Plan; (iii) to interpret the Plan; (iv) to prescribe, amend and
rescind rules and regulations relating to the Plan; (v) to authorize
any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted
hereunder; and (vi) to make all other determinations deemed
necessary or advisable for the administration of the Plan.
(d) Effect of Committee's Decision. All decisions, determinations
and interpretations of the Board shall be final and binding on all
Optionees and any other holders of any Options granted under the
Plan.
6. Eligibility. Options may be granted only to Outside Directors.
All Options shall be automatically granted in accordance with the
terms set forth in Section 5(b) hereof.
Optionees as of the time the Merger is consummated, shall be
eligible to participate in the Plan to the extent that such
Optionees held outstanding options under their CAMAX 1995 Directors'
Stock Option Plan as of the effective date of the Merger.
The Plan shall not confer upon any Optionee any right with respect
to continuation of service as a Director or nomination to serve as
a Director, nor shall it interfere in any way with any rights which
the Director or the Company may have to terminate his directorship
at any time.
7. Term of Plan. The Plan shall become effective upon the earlier
of (i) its adoption by the Board or (ii) its approval by the
shareholders of the Company as described in Section 17 of the Plan.
It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 13 of the Plan. After consummation
of the Merger, no further Options shall be granted under the Plan.
8. Exercise Price and Consideration.
(a) Exercise Price. The per Share exercise price for the Shares to
be issued pursuant to an exercise of an Option shall be 100% of the
fair market value per Share on the date of grant of the Option.
(b) Fair Market Value. The fair market value ("Fair Market Value")
of a Share shall be determined by the Committee in its discretion;
provided however, that where there is a public market for the Common
Stock, the fair market value per Share shall be the closing price of
the Common Stock in the over-the-counter market on the date of
grant, as reported in The Wall Street Journal (or, if not so
reported, as otherwise reported by the National Association of
Securities Dealers Automated Quotation ("NASDAQ") System or, in the
event the Common Stock is traded on the NASDAQ National Market
System or listed on a stock exchange, the fair market value per
Share shall be the closing price on such system or exchange on the
date of grant of the Option, as reported in The Wall Street Journal.
(c) Form of Consideration. Subject to compliance with applicable
provisions of Section 17(b) of the Exchange Act, (or other
applicable law), the consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment,
shall be determined by the Committee and may consist entirely of (i)
cash, (ii) check, (iii) other Shares which (X) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee
for more than six months on the date of surrender, and (Y) have a
Fair Market Value on the date of exercise equal to the aggregate
exercise price of the Shares as to which said Option shall be
exercised, (iv) authorization for the Company to retain from the
total number of Shares as to which the Option is exercised that
number of Shares having a Fair Market Value on the date of exercise
equal to the exercise price for the total number of Shares as to
which the Option is exercised, (v) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker
to promptly deliver to the Company the amount of sale or loan
proceeds required to pay the exercise price, (vi) by delivering an
irrevocable subscription agreement for the Shares which irrevocably
obligates the option holder to take and pay for the Shares not more
than twelve months after the date of delivery of the subscription
agreement, (vii) any combination of the foregoing methods of payment
or (viii) such other consideration and method of payment for the
issuance of Shares as may be permitted under applicable laws. In
making its determination as to the type of consideration to accept,
the Committee shall consider whether acceptance of such
consideration may be reasonably expected to benefit the Company.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times as are set
forth in Section 5(b) hereof; provided however, that no Options
shall be exercisable until shareholder approval of the Plan in
accordance with Section 17 hereof has been obtained.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option
and full payment for the Shares with respect to which the Option is
exercised has been received by the Company. Full payment may
consist of any consideration and method of payment allowable under
Section 8(c) of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. A share
certificate for the number of Shares so acquired shall be issued to
the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is
issued, except as provided in Section 11 of the Plan.
Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.
(b) Termination of Status as a Director. When the Outside
Directors cease to serve as a Director of CAMAX at the Effective
Date of the Merger, each may exercise his Option to the extent that
he was entitled to exercise it at the date of such termination. To
the extent that the Directors were not entitled to exercise their
Options at the date of such termination, or if they do not exercise
such Options (which each was entitled to exercise) within the time
specified herein, the Options shall terminate.
(c) Disability of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event an Optionee is unable to continue
his service as a Director with the Company as a result of his total
and permanent disability (as defined in Section 22(e)(3) of the
Code) he may exercise his Option to the extent he was entitled to
exercise it at the date of such termination. To the extent that he
was not entitled to exercise the Option at the date of termination,
or if he does not exercise such Option (which he was entitled to
exercise) within the time specified herein, the Option shall
terminate.
(d) Death of Optionee. Notwithstanding the provisions of Section
9(b) above, in the event of the death of an Optionee:
(i) during the term of the Option who is at the time of his death
a Director of the Company and who has been in Continuous Status as
a Director since the date of grant of the Option, the Option may be
exercised by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to
the extent of the right to exercise that would have accrued had the
Optionee continued living and remained in Continuous Status as a
Director for six (6) months after the date of death; or
(ii) within thirty (30) days after the termination of Continuous
Status as a Director, the Option may be exercised by the Optionee's
estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the date of termination.
10. Non-Transferability of Options. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by
the Optionee.
11. Adjustments Upon Changes in Capitalization, Dissolution or
Merger.
(a) In the event that the number of outstanding shares of Common
Stock of the Company is changed by a stock dividend, stock split,
reverse stock split, combination, reclassification or similar change
in the capital structure of the Company without consideration, the
number of Shares available under this Plan and the number of Shares
subject to outstanding Options and the exercise price per share of
such Options shall be proportionately adjusted, subject to any
required action by the Committee or shareholders of the Company and
compliance with applicable securities laws; provided however, that
no certificate or scrip representing fractional shares shall be
issued upon exercise of any Option and any resulting fractions of a
Share shall be ignored. Such adjustment shall be made by the
Committee, whose determination in that respect shall be final,
binding and conclusive.
(b) In the event of a dissolution or liquidation of the Company, a
merger in which the Company is not the surviving corporation, a
transaction or series of related transactions in which 100% of the
then outstanding voting stock is sold or otherwise transferred, or
the sale of substantially all of the assets of the Company, any or
all outstanding Options shall, notwithstanding any contrary terms of
the written agreement governing such Option, accelerate and become
exercisable in full at least ten days prior to (and shall expire on)
the consummation of such dissolution, liquidation, merger or sale of
stock or sale of assets on such conditions as the Board shall
determine unless the successor corporation assumes the outstanding
Options or substitutes substantially equivalent options.
12. Time of Granting Options. The date of grant of an Option
shall, for all purposes, be the date determined in accordance with
Section 5(b) hereof. Notice of the determination shall be given to
each Outside Director to whom an Option is so granted within a
reasonable time after the date of such grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend,
alter, suspend, or discontinue the Plan, but no amendment,
alteration, suspension, or discontinuance shall be made which would
impair the rights of any Optionee under any grant theretofore made,
without his or her consent. In addition, to the extent necessary
and desirable to comply with Rule 16b-3 under the Exchange Act (or
any other applicable law or regulation), the Company shall obtain
shareholder approval of any Plan amendment in such a manner and to
such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and
such Options shall remain in full force and effect as if this Plan
had not been amended or terminated, unless mutually agreed otherwise
between the Optionee and the Board, which agreement must be in
writing and signed by the Optionee and the Company.
14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange
Act, the rules and regulations promulgated thereunder, state
securities laws, and the requirements of any stock exchange upon
which the Shares may then be listed and shall be further subject to
the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the
time of any such exercise that the Shares are being purchased only
for investment and without any present intention to sell or
distribute such Shares, if, in the opinion of counsel for the
Company, such a representation is required by any of the
aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
15. Reservation of Shares. The Company, during the term of this
Plan, will at all times reserve and keep available such number of
the Shares available for issuance pursuant to this Plan as shall be
sufficient to satisfy the requirements of the Plan.
16. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Committee shall approve.
17. Shareholder Approval.
(a) The Plan shall be subject to approval by the shareholders of the
Company within twelve (12) months of its adoption by the Board. If
such shareholder approval is obtained at a duly held shareholders'
meeting, it may be obtained by the affirmative vote of the holders
of a majority of the outstanding shares of the Company present or
represented and entitled to vote thereon. If such shareholder
approval is obtained by written consent, it may be obtained by the
written consent of the holders of a majority of the outstanding
shares of the Company.
(b) Any required approval of the shareholders of the Company shall
be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.
18. Information to Optionees. The Company shall provide to each
Optionee, during the period for which such Optionee has one or more
Options outstanding, copies of all annual reports to shareholders,
proxy statements and other information provided to all shareholders
of the Company.
Exhibit 4.6
STRUCTURAL DYNAMICS RESEARCH CORPORATION 1996
DIRECTORS' NON-DISCRETIONARY STOCK PLAN
1. Name and Purpose. The purpose of this Plan, which shall be
known as the "Structural Dynamics Research Corporation 1996
Directors' Non-Discretionary Stock Plan" (hereafter referred to as
the "Plan") to advance the interests of Structural Dynamics Research
Corporation (the "Company") by providing material incentives for the
continued services of the Non-Employee Directors and by enhancing
the Company's ability to attract, and thereafter to retain,
qualified individuals to serve on the Company's Board of Directors.
2. Definitions. For purposes of this Plan, the following terms
when capitalized shall have the meaning designated herein unless a
different meaning is plainly required by the context. Where
applicable, the masculine pronoun shall mean or include the feminine
and the singular shall include the plural.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Company" shall mean Structural Dynamics Research Corporation.
(c) "Effective Date" shall mean the date on which this Plan, in its
present form, shall become effective, as provided in Paragraph 17
below.
(d) "Fair Market Value" of the Company's common stock on a certain
date shall be the mean of the highest and lowest quoted selling
prices of such stock on the composite tape of the Nasdaq National
Market on the date specified, or if the Company's common stock was
not traded on such exchange on such date, on the next preceding date
on which the common stock was traded.
(e) "Non-Employee Director" shall mean a director who is not also
an employee of the Company.
(f) "Optionee" shall mean a Non-Employee Director who receives
stock options granted under this Plan.
(g) "Plan" shall mean the Structural Dynamics Research Corporation
1996 Directors' Non-Discretionary Stock Plan.
(h) "Subsidiary" shall mean an affiliated employer during any
period that 50% or more of its common stock or, in the case of a
partnership, 50% or more of the capital interest thereof is owned
directly or indirectly by the Company or during any period that it
is a member with the Company in a controlled group of corporations
or is otherwise under common control with the Company within the
meaning of Section 414(b) and (c) of the Internal Revenue Code of
1986, as amended.
3. Administration.
(a) The Plan shall be administered by the Board.
The Company shall issue to the Non-Employee Directors stock options
under, and in accordance with, the provisions of the Plan. Each
option issued shall be evidenced by a stock option agreement in such
form and containing such provisions not inconsistent with the
provisions of the Plan as the Board from time to time shall approve.
The Board shall have authority to construe and interpret such option
agreements; to impose such limitations and restrictions as are
deemed necessary or advisable by counsel for the Company so that
compliance with the Federal securities laws and with the securities
laws of the various states may be assured; and to make all other
determinations necessary or advisable for administering this Plan.
A decision by a majority of the Board shall govern all actions of
the Board; such decision may be made either at a meeting of the
Board at which a majority of the members are present or without a
meeting by a writing signed by a majority of the Board. All
decisions and interpretations made by the Board shall be binding and
conclusive on all Optionees, their legal representatives and
beneficiaries.
The Board may designate any officers or employees of the Company or
its Subsidiaries to assist the Board in the administration of this
Plan and to execute documents on its behalf, and the Board may
delegate to them such other ministerial and limited discretionary
duties, as it sees fit.
4. Shares Subject to the Plan.
(a) The shares to be issued and delivered by the Company upon
exercise of options issued under this Plan are shares of the
Company's common stock without par value, which may be either
authorized but unissued shares or treasury shares, in the discretion
of the Board.
(b) The aggregate number of shares of the Company's common stock
which may be issued under this Plan shall not exceed 1,000,000
shares; subject, however, to the adjustment provided in Paragraph 10
in the event of stock splits, stock dividends, exchanges of shares,
or the like occurring after the Effective Date. No stock option may
be granted under this Plan which could cause such maximum limit to
be exceeded.
(c) Shares covered by an option which is no longer exercisable with
respect to such shares shall again be available for grant of options
under this Plan.
5. Terms of Options. Options issued under this Plan shall contain
the following terms and conditions:
(a) Option price: The option price per share of common stock shall
be equal to the Fair Market Value of the Company's common stock on
the Effective Date of the issuance of such option.
(b) Time and amount of option issuances: Upon election or
appointment to the Board Non-Employee Directors shall automatically
be issued an option to purchase 10,000 shares of the Company's
common stock (the "Initial Option Grant"). In addition, at every
annual organizational meeting of directors commencing at the regular
organizational meeting in 1997, the Non-Employee Directors then
serving on the Board shall receive an automatic issuance of an
option to purchase 10,000 shares of the Company's common stock (the
"Annual Option Grant"); provided that, the number of shares subject
to Annual Option Grants issued to Non-Employee Directors who have
not yet served a full year on the Board shall be prorated such that
those Non-Employee Directors shall receive an option to purchase
only a percentage of 10,000 shares commensurate with the actual
portion of the year that such director served on the Board.
(c) Period within which option may be exercised: Each option
issued to Optionees under the plan shall terminate at the
expiration of five years from the Effective Date of the issuance of
such option.
In addition none of the option shares covered by an option issued to
an Optionee shall be exercisable until the expiration of six months
from the Effective Date of the issuance of such option. After the
expiration of six months, not more than the following percentages of
each option issued to an Optionee may be exercised prior to the
expiration of the following number of months after the date of the
issuance of such option:
MONTHS AFTER EFFECTIVE DATE OF ISSUANCE PERCENTAGE OF OPTION SHARES
ELIGIBLE FOR EXERCISE
Less than 6 0%
At least 6 but less than 12 50%
At least 12 but not more than 60 100%
(d) Non-transferability: Termination of Service as a Non-Employee
Director: No option issued under this Plan shall be assignable or
transferable. In the event a Non-Employee Director ceases to serve
the Company as such, then the former Non-Employee Director shall
have the following time periods within which to exercise unexercised
options or parts thereof, held by him or her in the following
described circumstances:
(i) In the event of death, the representative or representatives of
the former Non-Employee Director's estate may, subject to the
prescribed schedule in Paragraph 5(c) above, exercise at any time
and from time to time up to and including the option expiration
date, any of the unexercised options or parts thereof which have
been outstanding for at least six months from the date of grant.
(ii) In the event of resignation by a Non-Employee Director by
reason of disability or ill-health, the former Non-Employee Director
may, subject to the prescribed schedule in Paragraph 5(c) above,
exercise at any time and from time to time up to and including the
option expiration date, any of the unexercised options or parts
thereof which have been outstanding for at least six months from the
date of grant.
(iii) In the event of resignation for reasons other than disability
or ill-health, or failure to be re-elected other than by a change of
control as defined in Paragraph 13, the former Non-Employee Director
may exercise all or any part of his or her options which have become
exercisable as of the date of resignation or non re-election at any
time or from time to time within the period of 60 days following the
resignation or non re-election date.
(e) Partial exercise: Unless otherwise provided in the option
agreement, any exercise of an option issued under this Plan may be
made in whole or in part.
6. Period for Issuing Options. No option shall be issued under
this Plan subsequent to May 1, 2006.
7. Method of Exercise. An option issued under this Plan may be
exercised by written notice to the Company, signed by the Optionee,
or by such other person as is entitled to exercise such option. The
notice of exercise shall state the number of shares in respect of
which the option is being exercised, and shall be accompanied by
payment of the full option price for such shares, made in one of the
following manners: (a) cash; (b) free and clear shares of the
Company's common stock, which shall be valued at the Fair Market
Value of such shares on the date of such transfer; or (c) any
combination of (a) and (b). A certificate or certificates for the
shares of common stock of the Company purchased through the exercise
of an option shall be issued as soon as practical after the exercise
of the option and payment therefor.
8. Rights as a Shareholder. During the option period no person
entitled to exercise any option granted under this Plan shall have
any of the rights or privileges of a shareholder with respect to any
shares of stock issuable upon exercise of such option until
certificates representing such shares shall have been issued and
delivered.
9. Implied Consent of Optionees. Every Optionee, by his or her
acceptance of an option under this Plan, shall be deemed to have
consented to be bound, on his or her own behalf and on behalf of his
or her heirs, assigns, and legal representatives, by all of the
terms and conditions of this Plan.
10. Adjustments to Reflect Capital Changes. The following
adjustments shall be made to reflect changes in the capitalization
of the Company:
(a) Recapitalization: The number of shares subject to each Initial
Option Grant and each Annual Option Grant to be made under the Plan
are not subject to adjustment to reflect stock splits, stock
dividends, etc., which occur prior to such Initial Option Grant or
Annual Option Grant. However, the number and kind of shares subject
to outstanding stock options and/or grants of Restricted Stock and
the exercise price for such shares (in the case of options) shall be
appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other
change in capitalization with a similar substantive effect upon the
Plan or the options granted under the Plan. The Board shall have
the power to determine the amount of the adjustment to be made in
each case.
(b) Certain Reorganizations: After any reorganization, merger or
consolidation in which the Company is the surviving corporation,
each Optionee shall, at no additional cost, be entitled upon any
exercise of an option to receive (subject to any required action by
shareholders), in lieu of the number of shares of the Company common
stock exercisable pursuant to such option, the number and class of
shares of stock or other securities to which such Optionee would
have been entitled pursuant to the terms of the reorganization,
merger or consolidation if, at the time of such reorganization,
merger or consolidation, such Optionee had been the holder of record
of a number of shares of stock equal to the total number of shares
covered by such option. Comparable rights shall accrue to each
Optionee in the event of successive reorganizations, mergers or
consolidations of the character described above.
(c) Options to Purchase Stock of Acquired Companies: After any
reorganization, merger or consolidation in which the Company or a
Subsidiary of the Company shall be a surviving corporation, the
Board shall issue substituted options under the provisions of the
Plan, pursuant to section 425 of the Internal Revenue Code,
replacing old options granted under a Plan of another party to the
reorganization, merger or consolidation whose stock subject to the
old options may no longer be issued following such merger or
consolidation. The foregoing adjustments and manner of application
of the foregoing provisions shall be determined by the Board in its
sole discretion. Any such adjustments may provide for the
elimination of any fractional shares which might otherwise become
subject to any options. Shares of common stock underlying such
substituted options shall be in addition to and shall not diminish
the number of shares of common stock available for stock option
grants.
11. Stock In Lieu of Fees. Non-Employee Directors shall have the
right to elect to receive shares of the Company's common stock in
lieu of the receipt of the annual retainer fee otherwise payable to
them in accordance with the following terms and conditions:
(a) Irrevocable Election: On or before October 31 of any year, a
Non-Employee Director may, in writing, elect to receive either 25%,
50%, 75% or 100% of his or her annual director's retainer fee
payable in the next calendar year in the form of the Company's
common stock rather than cash. Such election shall be irrevocable
with respect to the year to which it applies. Such election shall
only apply to annual director's retainer fees and not to per-meeting
fees or to expense reimbursements.
(b) Grant of Stock: On the date of the annual Board organizational
meeting held after the annual shareholders' meeting in the calendar
year following any such election, the Company shall issue to an
electing director that number of shares of its common stock equal to
the percentage elected by the director of the total annual
director's retainer fees otherwise payable for that year, divided by
the per share Fair Market Value of the Company's common stock.
12. Acceleration. In the event of change of control as defined in
paragraph 13, any options which have then been outstanding for at
least six months held by an Optionee shall be immediately
exercisable (without regard to any limitation imposed by the Plan or
the Board at the time the option is granted, which permits all or
any part of the option to be exercised only after the lapse of
time).
13. Change of Control.
(a) A "change of control" shall be deemed to have occurred if:
(i) without prior approval of the Board, any "person" becomes a
beneficial owner, directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the
Company's then outstanding securities; or
(ii) without prior approval of the Board, as a result of, or in
connection with, or within two years following, a tender or exchange
offer for the voting stock of the Company, a merger or other
business combination to which the Company is a party, the sale or
other disposition of all or substantially all of the assets of the
Company, a reorganization of the Company, or a proxy contest in
connection with the election of members of the Board, the persons
who were directors of the Company immediately prior to any of such
transactions cease to constitute a majority of the Board or of the
board of directors of any successor to the Company (except for
resignations due to death, disability or normal retirement).
(b) A person shall be deemed the "beneficial owner" of any
securities:
(i) which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates has,
directly or indirectly, (1) the right to acquire (whether such right
is exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options,
or otherwise, or (2) the right to vote pursuant to any agreement,
arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any
securities.
(c) A "person" shall mean any individual, firm, company,
partnership, other entity or group.
(d) The terms "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as in effect
on the date the Plan is approved by the shareholders of the Company
and becomes effective.
14. Company Responsibility. All expenses of this Plan, including
the cost of maintaining records, shall be borne by the Company. The
Company shall have no responsibility or liability (other than under
applicable securities laws) for any act or thing done or left undone
with respect to the price, time, quantity, or other conditions and
circumstances of the purchase of shares under the terms of the Plan,
so long as the Company acts in good faith.
15. Securities Laws. The Board shall take all necessary or
appropriate actions to ensure that all option issuances and all
exercises thereof under this Plan are in full compliance with all
Federal and state securities laws.
16. Amendment and Termination. Unless earlier terminated by the
Board of Directors of the Company, this Plan shall terminate on May
1, 2006. The Board of Directors of the Company may terminate this
Plan at any time, and may amend the Plan at any time or from time to
time, without obtaining any approval of the Company's shareholders;
except that the Plan may not be amended without shareholder approval
(1) to increase the aggregate number of shares issuable under the
Plan (excepting proportionate adjustments made under Paragraph 10 to
give effect to stock splits, etc.); (2) to change the number of
shares which may be granted to Optionees under the provisions of
paragraph 5(B) (excepting proportionate adjustments made under
Paragraph 10); (3) to change the option price of optioned stock
(excepting proportionate adjustments made under Paragraph 10); (4)
to change the required option price per share of common stock
covered by an option granted under this Plan pursuant to
subparagraph 5(a); (5) to extend the time within which options may
be granted or the time within which a granted option may be
exercised; or (6) to change, without the consent of the Optionee (or
his or her, or his or her estate's, legal representative), any
option previously granted to him or her under the Plan; and such
amendments shall not be made more than once every six months other
than to comport with changes in the Internal Revenue Code or the
rules thereunder. If the Plan is terminated, any unexercised option
shall continue to be exercisable in accordance with its terms.
17. Effective Date. This Plan shall become effective as of the
date the Company's existing Directors' Non-Discretionary Stock
Option Plan expires, if the Plan is approved and adopted by majority
vote of the shareholders of the Company; provided that such adoption
and approval must occur prior to December 31, 1996. If not so
approved and adopted, this Plan shall be of no force and effect.
(513) 977-8315 Exhibit 5, 23.1
Charles F. Hertlein, Jr.
July 1, 1996
Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio 45150
Ladies and Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of
1933, to be filed by Structural Dynamics Research Corporation (the
"Company") with the Securities and Exchange Commission on July 1,
1996, under which up to 1,175,168 shares of the Company's Common
Stock without par value ("Common Stock") are to be registered.
We hereby consent to the filing of this opinion as Exhibit 5 and
23.1 to the Registration Statement and to the reference to our name
in the Registration Statement.
As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Amended Articles of Incorporated and Amended Code of
Regulations and the record of proceedings of the shareholders and
directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing as the corporation under the laws of the State
of Ohio.
2. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission and up
to 175,168 shares of the Common Stock to be issued for sale shall
have been issued and sold upon the terms set forth in the
Registration Statement, such shares will be legally and validly
issued and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL
/s/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reported dated January 30,
1996, appearing in Structural Dynamics Research Corporation's Annual
Report on Form 10-K/A for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
June 28, 1996
