<PAGE> 1
As filed with the Securities and Exchange Commission on January 22, 1996
Registration No. 33-___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAYCHEM CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-1369731
------------------------------- ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 Constitution Drive, Menlo Park, California 94025-1164
- ---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1990 INCENTIVE PLAN;
AMENDED AND RESTATED 1984 EMPLOYEE STOCK PURCHASE PLAN;
AMENDED AND RESTATED 1985 SUPPLEMENTAL EMPLOYEE STOCK PURCHASE PLAN
-------------------------------------------------------------------
(Full Title of the Plans)
Robert J. Vizas
Raychem Corporation
300 Constitution Drive
Menlo Park, California 94025-1164
---------------------------------------
(Name and Address of Agent For Service)
(415) 361-3333
--------------
(Telephone Number, Including Area Code, of Agent For Service)
Copy to: Sarah A. O'Dowd
Heller, Ehrman, White & McAuliffe
525 University Avenue
Palo Alto, California 94301-1908
(415) 324-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 2,250,000 $53.44 $120,234,375 $41,460.13
================================================================================
</TABLE>
(1) Estimated (solely for the purpose of calculating the registration fee) on
the basis of the average high and low price of the registrant's Common
Shares on the New York Stock Exchange on January 17, 1996 (as reported in
the Wall Street Journal on January 18, 1996).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REQUIRED IN CONNECTION WITH
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement covers securities of the Registrant
of the same class as other securities for which registration statements on Form
S-8 relating to the Amended and Restated 1990 Incentive Plan, the Amended and
Restated 1984 Employee Stock Purchase Plan and the Amended and Restated 1985
Supplemental Employee Stock Purchase Plan are effective. Pursuant to General
Instruction E to Form S-8, the Registrant incorporates by reference the contents
of these previously-filed registration statements: Registration Nos. 2-92936,
2-60285, 2-60493, 2-65677, 2-86166, 2-71329, 2-60493, 2-86165, 33-15117,
33-37580, 33-37579, 33-45986, 33-59600, 33-50737 and 33-58869.
2
<PAGE> 3
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)
23.2 Consent of Price Waterhouse LLP, Independent Accountants
24 Power of Attorney (see pages 5-7)
99.1 Amended and Restated 1990 Incentive Plan
99.2 Amended and Restated 1984 Employee Stock Purchase Plan
99.3 Amended and Restated 1985 Supplemental Employee Stock Purchase Plan
</TABLE>
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1) To file, during any period in which offers and 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.
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<PAGE> 4
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant,
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 Securities 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 a 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on this 22nd day of
January, 1996.
RAYCHEM CORPORATION
By: /S/ RAYMOND J. SIMS
----------------------------------
Raymond J. Sims
Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Richard A. Kashnow, Raymond J.
Sims and Robert J. Vizas, and each of them, with full power of substitution and
full power to act without the other such person's true and lawful
attorney-in-fact and agent for such person in such person's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully, to all intents
and purposes, as they or such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/S/ RICHARD A. KASHNOW President, Chief January 22, 1996
- ----------------------- Executive Officer and
Richard A. Kashnow Chairman of the Board
of Directors (Principal
Executive Officer)
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
/S/ RAYMOND J. SIMS Senior Vice President and January 22, 1996
- ----------------------- Chief Financial Officer
Raymond J. Sims (Principal Financial
Officer)
/S/ DEIDRA D. BARSOTTI Vice President and January 22, 1996
- ----------------------- Controller (Principal
Deidra D. Barsotti Accounting Officer)
/S/ PAUL M. COOK Director January 22, 1996
- -----------------------
Paul M. Cook
/S/ RICHARD DULUDE Director January 22, 1996
- -----------------------
Richard Dulude
/S/ JAMES F. GIBBONS Director January 22, 1996
- -----------------------
James F. Gibbons
/S/ JOHN P. MCTAGUE Director January 22, 1996
- -----------------------
John P. McTague
/S/ DEAN O. MORTON Director January 22, 1996
- -----------------------
Dean O. Morton
/S/ ISAAC STEIN Director January 22, 1996
- -----------------------
Isaac Stein
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
/S/ CYRIL J. YANSOUNI Director January 22, 1996
- -----------------------
Cyril J. Yansouni
</TABLE>
7
<PAGE> 8
Index to Exhibits
<TABLE>
<CAPTION>
Sequentially
Numbered
Item No. Description of Item Page
- -------- -------------------------------------------------------------- ------------
<S> <C> <C>
5 Opinion of Heller, Ehrman, White & McAuliffe 10
23.1 Consent of Heller, Ehrman, White & McAuliffe (filed as part of __
Exhibit 5)
23.2 Consent of Price Waterhouse LLP, Independent Accountants 15
24 Power of Attorney (see pages 5-7) 5
99.1 Amended and Restated 1990 Incentive Plan 17
99.2 Amended and Restated 1984 Employee Stock Purchase Plan 30
99.3 Amended and Restated 1985 Supplemental Employee Stock Purchase 42
Plan
</TABLE>
8
<PAGE> 1
EXHIBIT 5
January 22, 1996
11850-0200
Raychem Corporation
300 Constitution Drive
Menlo Park, California 94025-1164
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Raychem Corporation, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") which the Company proposes to file with the Securities
and Exchange Commission on or about January 22, 1996 for the purpose of
registering under the Securities Act of 1933, as amended, an additional
2,250,000 shares of Common Stock of the Company (the "Shares"), pursuant to the
Company's Amended and Restated 1984 Employee Stock Purchase Plan, the Company's
Amended and Restated 1985 Supplemental Employee Stock Purchase Plan, and the
Company's Amended and Restated 1990 Incentive Plan (the "Plans").
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies.
1
<PAGE> 2
In rendering our opinion, we have examined the following records,
documents and instruments:
(a) The Amended and Restated Certificate of Incorporation of the
Company, certified by the Secretary of State of the State of
Delaware as of January 19, 1996 and certified to us by an officer
of the Company as being complete and in full force and effect as
of the date of this opinion;
(b) The Bylaws of the Company, certified to us by an officer of the
Company as being complete and in full force and effect as of the
date of this opinion;
(c) A Certificate of the Senior Vice President and Chief Financial
Officer of the Company (i) attaching records certified to us as
constituting all records of proceedings and actions of the Board
of Directors and stockholders of the Company relating to the
Plans and the Registration Statement, and (ii) certifying as to
certain factual matters;
(d) The Registration Statement;
(e) The Plans; and
(f) A letter from Harris Trust and Savings Bank, the Company's
transfer agent, dated January 17, 1996, as to the number of
shares of the Company's Common Stock outstanding on January 16,
1996.
This opinion is limited to the Delaware General Corporation Law, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any other statute, rule, regulation, ordinance, order
or other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for
2
<PAGE> 3
the purpose of this opinion, and assuming that (i) the Registration Statement
becomes and remains effective during the period when the Shares are offered and
issued, (ii) the full consideration stated in the Plans is paid for each Share
and that such consideration in respect of each Share includes payment of cash or
other lawful consideration at least equal to the par value thereof, and (iii)
all applicable securities laws are complied with, it is our opinion that when
issued and sold by the Company, after payment therefor in the manner provided in
the Plans and in the Registration Statement, the Shares will be validly issued,
fully paid and nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of any change of law that occurs, or any facts of
which we become aware, after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HELLER, EHRMAN, WHITE & MCAULIFFE
3
<PAGE> 1
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 report dated July 18, 1995, which appears on page
27 of the 1995 Annual Report to Stockholders of Raychem Corporation, which is
incorporated by reference in Raychem Corporation's Annual Report on Form 10-K
for the year ended June 30, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 15 of such Annual Report on Form 10-K.
Price Waterhouse LLP
San Jose, California
January 22, 1996
<PAGE> 1
EXHIBIT 99.1
RAYCHEM CORPORATION
AMENDED AND RESTATED 1990 INCENTIVE PLAN
SECTION 1. PURPOSE; DEFINITIONS.
(a) Purpose. The purpose of the Plan is to provide selected eligible
employees of, and consultants to, Raychem Corporation, a Delaware corporation,
its subsidiaries and affiliates an opportunity to participate in the Company's
future by offering them an opportunity to acquire stock in the Company so as to
retain, attract and motivate them.
(b) Definitions. For purposes of the Plan, the following terms have
the following meanings:
(i) "Award" means any award under the Plan, including any
Option, Restricted Stock, or Performance Share Award.
(ii) "Award Agreement" means, with respect to each Award, the
signed written agreement between the Company and the Plan participant
setting forth the terms and conditions of the Award.
(iii) "Board" means the Board of Directors of the Company.
(iv) "Change in Control" has the meaning set forth in Section
8(a).
(v) "Change in Control Price" has the meaning set forth in
Section 8(c).
(vi) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor statute.
(vii) "Commission" means the Securities and Exchange Commission
and any successor agency.
(viii) "Committee" means the Committee referred to in Section 2,
or the Board in its capacity as administrator of the Plan in accordance
with Section 2.
(ix) "Company" means Raychem Corporation, a Delaware
corporation.
(x) "Disability" means permanent and total disability as
determined by the Committee for purposes of the Plan.
(xi) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, and any successor statute.
(xii) "Fair Market Value" means as of any given date the
closing sales price of the Stock reported on the New York Stock Exchange
Composite Tape or, if no sale of Stock occurs on such date, the fair
market value of the Stock as determined by the Committee in good faith.
1
<PAGE> 2
(xiii) "Incentive Stock Option" means any Option intended to be
and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.
(xiv) "Option" means an option granted under Section 5.
(xv) "Performance Period" means the period determined by the
Committee under Section 7(a).
(xvi) "Performance Share" means the equivalent, as of any time
such assessment is made, of the Fair Market Value of one share of Stock.
(xvii) "Performance Share Award" means an Award under Section 7.
(xviii) "Plan" means this Raychem Corporation 1990 Incentive
Plan, as amended from time to time.
(xix) "Restricted Stock" means an Award of Stock subject to
restrictions, as more fully described in Section 6.
(xx) "Restriction Period" means the period determined by the
Committee under Section 6(b).
(xxi) "Retirement" has the same meaning as in the "Raychem
Corporation Pension Plan" as in effect from time to time.
(xxii) "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the
Exchange Act, as amended from time to time, and any successor rule.
(xxiii) "Stock" means the Common Stock, $1.00 par value, of the
Company, and any successor security.
(xxiv) "Subsidiary" has the meaning set forth in Section 424 of
the Code.
(xxv) "Supplemental Stock Option" means any Option that is not
an Incentive Stock Option.
(xxvi) "Tax Date" means the date defined in Section 9(f).
(xxvii) "Termination" means, for purposes of the Plan, with
respect to a participant, that the participant has ceased to be, for any
reason, employed by, or consulting to, the Company, a subsidiary or an
affiliate; provided, however, that for purposes of this definition,
Termination shall not include a change in status from an employee of, to
a consultant to, the Company or any subsidiary or affiliate, or vice
versa.
SECTION 2. ADMINISTRATION.
(a) Committee. The Plan shall be administered by the Board or, upon
delegation by the Board, either in its entirety or only as it relates to persons
subject to Section 16 of the Exchange Act, by a committee of the Board. In
connection with the administration of the Plan, the Committee shall have the
powers possessed by the Board. The Committee may act only by a majority of its
members, except that
2
<PAGE> 3
the Committee (i) may authorize any one or more of its members or any officer of
the Company to execute and deliver documents on behalf of the Committee and (ii)
so long as not otherwise required for the Plan to comply with Rule 16b-3, may
delegate to one or more officers or directors of the Company authority to grant
Awards to persons who are not subject to Section 16 of the Exchange Act with
respect to Stock. The Board at any time may abolish the Committee and revest in
the Board the administration of the Plan.
(b) Authority. The Committee shall grant Awards to eligible employees
and consultants. In particular and without limitation, the Committee, subject to
the terms of the Plan, shall:
(i) select the officers, employees and consultants to whom
Awards may be granted;
(ii) determine whether and to what extent Awards are to be
granted under the Plan;
(iii) determine the number of shares to be covered by each
Award granted under the Plan;
(iv) determine the terms and conditions of any Award granted
under the Plan and any related loans to be made by the Company, based
upon factors determined by the Committee; and
(v) determine to what extent and under what circumstances any
Award payments may be deferred by a participant.
(c) Committee Determinations Binding. The Committee may adopt, alter
and repeal administrative rules, guidelines and practices governing the Plan as
it from time to time shall deem advisable, may interpret the terms and
provisions of the Plan, any Award and any Award Agreement and may otherwise
supervise the administration of the Plan. Any determination made by the
Committee pursuant to the provisions of the Plan with respect to any Award shall
be made in its sole discretion at the time of the grant of the Award or, unless
in contravention of any express term of the Plan or Award, at any later time.
All decisions made by the Committee under the Plan shall be binding on all
persons, including the Company and Plan participants.
SECTION 3. STOCK SUBJECT TO PLAN.
(a) Number of Shares. The total number of shares of Stock reserved
and available for issuance pursuant to Awards under the Plan shall be 4,950,000
shares. Such shares may consist, in whole or in part, of authorized and unissued
shares or treasury shares or shares reacquired in private transactions or open
market purchases, but all shares issued under the Plan regardless of source
shall be counted against the 4,950,000 share limitation. If (i) any Option
terminates or expires without being exercised in full, (ii) any shares of Stock
issued as Restricted Stock or Performance Shares or issued pursuant to Stock
Purchase Rights are forfeited prior to conferring on their holder benefits of
ownership other than voting rights or accumulated dividends that are not
realized, or (iii) an Award otherwise terminates without a payment being made to
the participant in the form of Stock, the shares issuable under such Option or
Award, or forfeited without conferring benefits as described above, shall again
be available for issuance in connection with other Awards. If any shares of
Stock subject to an Award are repurchased by the Company or are forfeited after
conferring benefits as described above, such shares of Stock shall not again be
available for issuance in connection with Awards. To the extent an Award is paid
in cash, the number of shares of Stock representing, at Fair Market Value on the
date of payment, the value of the cash payment shall not be available for later
grant under the Plan.
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<PAGE> 4
(b) Adjustments. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split or other change in
corporate structure affecting the Stock, such substitution or adjustments shall
be made in the aggregate number of shares of Stock reserved for issuance under
the Plan, in the number of shares of Stock specified in Section 3(c), in the
number and exercise price of shares subject to outstanding Options, and in the
number of shares subject to other outstanding Awards, as may be determined to be
appropriate by the Committee, in its sole discretion; provided, however, that
the number of shares subject to any Award shall always be a whole number.
(c) Individual Limitation. The Company may not issue Options with a
Fair Market Value exercise price as of the date of grant covering in the
aggregate more than 200,000 shares of Stock (subject to adjustments and
substitutions as required under Section 3(b) above) to any one participant in
any one-year period. If and when the Committee establishes performance criteria
for the award of Options with an exercise price of less than Fair Market Value,
the award of Restricted Stock or Performance Share Awards, the Company may limit
the number of shares issuable under such Awards to the extent required to comply
with the limitation on amounts deductible by the Company under Section 162(m) of
the Code.
SECTION 4. ELIGIBILITY.
Awards may be granted to officers and other key employees of, and
consultants to, the Company, its subsidiaries and affiliates (excluding members
of the Committee and any person who serves only as a director).
SECTION 5. STOCK OPTIONS.
(a) Types. Any Option granted under the Plan shall be in such form as
the Committee may from time to time approve. The Committee shall have the
authority to grant to any participant Incentive Stock Options, Supplemental
Stock Options or both types of Options. Incentive Stock Options may be granted
only to employees of the Company, its parent (within the meaning of Section 424
of the Code) or Subsidiaries. Any portion of an Option that is not designated
as, or does not qualify as, an Incentive Stock Option shall constitute a
Supplemental Stock Option.
(b) Terms and Conditions. Options granted under the Plan shall be
subject to the following terms and conditions:
(i) Option Term. The term of each Option shall be fixed by
the Committee, but no Incentive Stock Option shall be exercisable more
than ten (10) years after the date the Option is granted, and no
Supplemental Stock Option shall be exercisable more than fifteen (15)
years after the date the Option is granted. If, at the time the Company
grants an Incentive Stock Option, the optionee owns directly or by
attribution stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, or any parent or Subsidiary
of the Company, the Incentive Stock Option shall not be exercisable more
than five (5) years after the date of grant.
(ii) Grant Date. The Company may grant Options under the Plan
at any time and from time to time before the Plan terminates. The
Committee shall specify the date of grant or, if it fails to, the date of
grant shall be the date of action taken by the Committee to grant the
Option. However, if an Option is approved in anticipation of employment,
the date of grant shall be the date the intended optionee is first
treated as an employee for payroll purposes.
(iii) Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be equal to at least 85% of the Fair
Market Value on the date of grant, and in the
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<PAGE> 5
case of Incentive Stock Options shall be equal to at least the Fair
Market Value on the date of grant; provided, however, that if, at the
time the Company grants an Incentive Stock Option, the optionee owns
directly or by attribution stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, or any
parent or Subsidiary of the Company, then the exercise price shall be not
less than 110% of the Fair Market Value on the date the Incentive Stock
Option is granted.
(iv) Exercisability. Subject to the other provisions of the
Plan, an Option shall be exercisable in its entirety at grant or at such
times and in such amounts as are specified in the Award Agreement
evidencing the Option. The Committee, in its absolute discretion, at any
time may waive any limitations respecting the time at which an Option
first becomes exercisable in whole or in part.
(v) Method of Exercise; Payment. To the extent the right to
purchase shares has accrued, Options may be exercised, in whole or in
part, from time to time, by written notice from the optionee to the
Company stating the number of shares being purchased, accompanied by
payment of the exercise price for the shares.
(vi) No Disqualification. Notwithstanding any other provision
in the Plan, no term of the Plan relating to Incentive Stock Options
shall be interpreted, amended or altered nor shall any discretion or
authority granted under the Plan be exercised so as to disqualify the
Plan under Section 422 of the Code or, without the consent of the
optionee affected, to disqualify any Incentive Stock Option under such
Section 422.
SECTION 6. RESTRICTED STOCK.
(a) Price. Participants awarded Restricted Stock, within forty-five
(45) days of receipt of the applicable Award Agreement, which in no event shall
be later than ten (10) days after the Award grant date, shall pay to the Company
an amount equal to the par value of the Stock subject to the Award. If such
payment is not made and received by the Company by such date, the Award of
Restricted Stock shall lapse.
(b) Restrictions. Subject to the provisions of the Plan and the Award
Agreement, during the Restriction Period set by the Committee, commencing with,
and not exceeding ten (10) years from, the date of such award, the participant
shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
shares of Restricted Stock. Within these limits, the Committee may provide for
the lapse of such restrictions in installments and may accelerate or waive such
restrictions, in whole or in part, based on service, performance or such other
factors or criteria as the Committee may determine.
(c) Dividends. Unless otherwise determined by the Committee, with
respect to dividends on shares of Restricted Stock, dividends payable in cash
shall be automatically reinvested in additional Restricted Stock, and dividends
payable in Stock shall be paid in the form of Restricted Stock.
(d) Termination. Except to the extent otherwise provided in the Award
Agreement and pursuant to Section 6(b), in the event of a Termination during the
Restriction Period, all shares still subject to restriction shall be forfeited
by the participant.
SECTION 7. PERFORMANCE SHARES.
(a) Awards. The Committee shall determine the nature, length and
starting date of the Performance Period for each Performance Share Award, which
period shall be at least two (2) years
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<PAGE> 6
(subject to Section 8) and not more than six (6) years. The consideration
payable by a participant with respect to a Performance Share Award shall be an
amount determined by the Committee in the exercise of the Committee's discretion
at the time of the Award; provided, however, that the amount of consideration
may be zero and may in no event exceed 50% of the Fair Market Value at the time
of grant. The Committee shall determine the performance objectives to be used in
awarding Performance Shares and the extent to which such Performance Shares have
been earned. Performance Periods may overlap and participants may participate
simultaneously with respect to Performance Share Awards that are subject to
different Performance Periods and different performance factors and criteria. At
the beginning of each Performance Period, the Committee shall determine for each
Performance Share Award subject to such Performance Period the number of shares
of Stock (which may consist of Restricted Stock) to be awarded to the
participant at the end of the Performance Period if and to the extent that the
relevant measures of performance for such Performance Share Award are met. Such
number of shares of Stock may be fixed or may vary in accordance with such
performance or other criteria as may be determined by the Committee. The
Committee may provide that (i) amounts equivalent to interest at such rates as
the Committee may determine, or (ii) amounts equivalent to dividends paid by the
Company upon outstanding Stock shall be payable with respect to Performance
Share Awards.
(b) Termination. Except as otherwise provided in the Award Agreement
or determined by the Committee, in the event of a Termination during a
Performance Period, the participant shall not be entitled to any payment with
respect to the Performance Shares subject to the Performance Period.
(c) Form of Payment. Payment shall be made in the form of cash or
whole shares of Stock, as the Committee, in its discretion, shall determine.
SECTION 8. CHANGE IN CONTROL.
(a) Definition of "Change in Control". For purposes of Section 8(b),
a "Change in Control" means the occurrence of any one of the following:
(i) Any "person", as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, a subsidiary, an
affiliate, or a Company employee benefit plan, including any trustee of
such plan acting as trustee) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting
power of the Company's then outstanding securities;
(ii) the solicitation of proxies (within the meaning of Rule
14a-1(k) under the Exchange Act and any successor rule with respect to
the election of any director of the Company where such solicitation is
for any candidate who is not a candidate proposed by a majority of the
Board in office prior to the time of such election; or
(iii) the dissolution or liquidation (partial or total) of the
Company or a sale of assets involving 30% or more of the assets of the
Company, any merger or reorganization of the Company whether or not
another entity is the survivor, a transaction pursuant to which the
holders, as a group, of all of the shares of the Company outstanding
prior to the transaction hold, as a group, less than 70% of the shares of
the Company outstanding after the transaction, or any
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other event which the Committee determines, in its discretion, would
materially alter the structure of the Company or its ownership.
(b) Impact of Event. In the event of a "Change in Control" as defined
in Section 8(a), but only if and to the extent so specifically determined by the
Committee in its discretion, which determination may be amended or reversed only
by the affirmative vote of a majority of the persons who were members of the
Committee at the time such determination was made, acceleration and valuation
provisions no more favorable to participants than the following may apply:
(i) Subject to Section 5(b)(vi), any Options outstanding as
of the date such Change in Control is determined to have occurred and not
then exercisable and vested shall become fully exercisable and vested.
(ii) The restrictions and limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become
fully vested.
(iii) The value (net of any exercise price) of all outstanding
Options and Restricted Stock, unless otherwise determined by the
Committee at or after grant and subject to Rule 16b-3, shall be cashed
out on the basis of the "Change in Control Price", as defined in Section
8(c), as of the date such Change in Control is determined to have
occurred or such other date as the Committee may determine prior to the
Change in Control.
(iv) Any outstanding Performance Share Awards shall be vested
and paid in full as if all performance criteria had been met.
(c) Change in Control Price. For purposes of this Section 8, "Change
in Control Price" means the highest price per share paid in any transaction
reported on the New York Stock Exchange Composite Tape or paid or offered in any
bona fide transaction related to a potential or actual Change in Control of the
Company at any time during the preceding 60-day period as determined by the
Committee, except that, in the case of Incentive Stock Options, such price shall
be based only on transactions reported for the date on which the Committee
decides to cash out such Options.
SECTION 9. GENERAL PROVISIONS.
(a) Award Grants. Any Award may be granted either alone or in
addition to other Awards granted under the Plan. Subject to the terms and
restrictions set forth elsewhere in the Plan, the Committee shall determine the
consideration, if any, payable by the participant for any Award and, in addition
to those set forth in the Plan, any other terms and conditions of the Awards.
The Committee may condition the grant or payment of any Award upon the
attainment of specified performance goals or such other factors or criteria,
including vesting based on continued employment or consulting, as the Committee
shall determine. Performance objectives may vary from participant to participant
and among groups of participants and shall be based upon such Company,
subsidiary, group or division factors or criteria as the Committee may deem
appropriate, including, but not limited to, earnings per share or return on
equity. The other provisions of Awards also need not be the same with respect to
each recipient. Unless specified otherwise in the Plan or by the Committee, the
date of grant of an Award shall be the date of action by the Committee to grant
the Award. The Committee may also substitute new Options for previously granted
options, including previously granted Options having higher exercise prices.
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(b) Award Agreement. As soon as practicable after the date of an
Award grant, the Company and the participant shall enter into a written Award
Agreement identifying the date of grant, and specifying the terms and conditions
of the Award. Options are not exercisable until after execution of the Award
agreement by the Company and the Plan participant, but a delay in execution of
the agreement shall not affect the validity of the Option grant.
(c) Certificates. All certificates for shares of Stock or other
securities delivered under the Plan shall be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Commission, any stock
exchange upon which the Stock is then listed and any applicable federal, state
or foreign securities law.
(d) Termination. Unless otherwise provided in the applicable Award
Agreement or by the Committee, in the event of Termination for any reason other
than death, Retirement or Disability, Awards held at the date of Termination
(and only to the extent then exercisable or payable, as the case may be) may be
exercised in whole or in part at any time within three (3) months after the date
of Termination, or such lesser period specified in the Award Agreement (but in
no event after the expiration date of the Award), but not thereafter. If
Termination is due to death or Disability or, in the case of Awards granted
prior to August 2, 1991, Retirement, Awards held at the date of Termination (and
only to the extent then exercisable or payable, as the case may be) may be
exercised in whole or in part by the participant in the case of Retirement or
Disability, by the participant's guardian or legal representative or by the
person to whom the Award is transferred by will or the laws of descent and
distribution, at any time within two (2) years from the date of Termination or
any lesser period specified in the Award Agreement (but in no event after the
expiration of the Award). For Awards granted on or after August 2, 1991 and
before August 12, 1994, if Termination is due to Retirement, Awards held at the
date of Termination shall become fully exercisable or payable, as the case may
be, and may be exercised, in whole or in part, by the participant, by the
participant's guardian or legal representative or by the person to whom the
Award is transferred by will or the laws of descent and distribution, at any
time within three (3) years from the date of such Termination or any lesser
period specified in the Award Agreement (but in no event after the expiration of
the Award). For Awards granted on or after August 12, 1994, if Termination is
due to Retirement, Awards held at the date of Termination shall become fully
exercisable or payable, as the case may be, and may be exercised, in whole or in
part, by the participant, by the participant's guardian or legal representative
or by the person to whom the Award is transferred by will or the laws of descent
and distribution, at any time within five (5) years from the date of such
Termination or any lesser period specified in the Award Agreement (but in no
event after the expiration of the Award).
(e) Delivery of Purchase Price. If and only to the extent authorized
by the Committee, participants may make all or any portion of any payment due to
the Company
(i) with respect to the consideration payable for an Award,
(ii) upon exercise of an Award, or
(iii) with respect to federal, state, local or foreign tax
payable in connection with an Award, by delivery of (x) cash, (y) check,
or (z) any property other than cash (including a promissory note of the
participant or shares of Stock or securities) so long as, if applicable,
such property constitutes valid consideration for the Stock under
applicable law. No promissory note under the Plan shall have a term
(including extensions) of more than five (5) years or shall be of a
principal amount exceeding 90% of the purchase price paid by the
borrower. To the extent participants may make payments due to the Company
upon grant or exercise of Awards by the delivery of shares of Stock or
other securities, the Committee, in its discretion, may permit
participants
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constructively to deliver for any such payment securities of the Company
held by the participant for at least three (3) months or, if such
securities were acquired through the exercise of an Award, for at least
six (6) months. Constructive delivery shall be effected by (i)
identification by the participant of shares intended to be delivered
constructively, (ii) confirmation by the Company of participant's
ownership of such shares (for example, by reference to the Company's
stock records, or by some other means of verification), and (iii) if
applicable, upon exercise, delivery to the participant of a certificate
for that number of shares equal to the number of shares for which the
Award is exercised less the number of shares constructively delivered. If
authorized by the Committee, exercise of an Option may be made pursuant
to a "cashless exercise/sale" procedure pursuant to which funds to pay
for exercise of the Option are delivered to the issuer by a broker upon
receipt of stock certificates from the issuer, or pursuant to which
participants obtain margin loans from brokers to fund the exercise of the
Option.
(f) Tax Withholding. If and to the extent authorized by the
Committee, in its sole discretion, a person who has received an Award or payment
under an Award, may make an election (i) to deliver to the Company a promissory
note of the participant on the terms set forth in Section 9(e), (ii) to tender
to the Company previously owned shares of Stock, or (iii) to have shares of
Stock to be obtained upon exercise of the Award or lapse of restrictions
applicable to an Award withheld by the Company on behalf of the participant, to
pay the amount of tax that the Committee, in its discretion, determines to be
required to be withheld by the Company. Any election pursuant to clause (iii)
above by a participant subject to Section 16 of the Exchange Act shall be
subject to the following limitations: (1) such election must be made at least
six (6) months before the date that the amount of tax to be withheld in
connection with such exercise or lapse of restrictions is determined (the "Tax
Date") and shall be irrevocable; or (2) (x) such election must be made in (or
made earlier to take effect in) any ten-day period beginning on the third
business day following the date of release for publication of the Company's
quarterly or annual summary statements of earnings and shall be subject to
approval by the Committee at any time after such election has been made, and (y)
the Award must be held at least six (6) months prior to the Tax Date. The right
to so withhold shares of Stock shall attach separately to each Award.
Any shares tendered to or withheld by the Company shall be valued at Fair
Market Value on such date. The value of the shares of Stock tendered or withheld
may not exceed the required federal, state, local and foreign withholding tax
obligations as computed by the Company.
Unless the Committee permits otherwise, the participant shall pay to the
Company in cash, promptly when the amount of such obligations becomes
determinable, all applicable federal, state, local and foreign withholding taxes
that the Committee, in its discretion, determines to result from the lapse of
restrictions imposed upon an Award or upon exercise of an Award or from a
transfer or other disposition of shares of Stock acquired upon exercise or
payment of an Award or otherwise related to the Award or shares of Stock
acquired in connection with an Award.
(g) No Transferability. No Award shall be assignable or otherwise
transferable by the participant other than by will or by the laws of descent and
distribution. During the life of a participant, an Award shall be exercisable,
and any elections with respect to an Award may be made, only by the participant
or participant's guardian or legal representative.
(h) Adjustment of Awards; Waivers. Subject to Section 5(b)(vi), the
Committee may adjust the performance goals and measurements applicable to Awards
(i) to take into account changes in law and accounting and tax rules, (ii) to
make such adjustments as the Committee deems necessary or appropriate to reflect
the inclusion or exclusion of the impact of extraordinary or unusual items,
events or
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circumstances in order to avoid windfalls or hardships, and (iii) to make such
adjustments as the Committee deems necessary or appropriate to reflect any
material changes in business conditions. In the event of hardship or other
special circumstances of a participant and otherwise in its discretion, the
Committee may waive in whole or in part any or all restrictions, conditions,
vesting, or forfeiture with respect to any Award granted to such participant.
(i) Non-Competition. The Committee may condition its discretionary
waiver of a forfeiture, the acceleration of vesting at the time of Termination
of a participant holding any unexercised or unearned Award, the waiver of
restrictions on any Award, or the extension of the expiration period to a period
not longer than that provided by the Plan upon such participant's agreement (and
compliance with such agreement) to (i) not engage in any business or activity
competitive with any business or activity conducted by the Company and (ii) be
available for consultations at the request of the Company's management, all on
such terms and conditions (including conditions in addition to (i) and (ii)) as
the Committee may determine.
(j) Dividends. The reinvestment of dividends in additional Stock or
Restricted Stock at the time of any dividend payment pursuant to Section 6(c)
shall only be permissible if sufficient shares of Stock are available under
Section 3 for such reinvestment (taking into account then outstanding Awards).
(k) Regulatory Compliance. Each Award under the Plan shall be subject
to the condition that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Stock, Common Shares, or
Preferred Shares upon any securities exchange or under any state or federal law,
(ii) the consent or approval of any government or regulatory body or (iii) an
agreement by the participant with respect thereto, is necessary or desirable,
then such Award shall not be consummated in whole or in part unless such
listing, registration, qualification, consent, approval or agreement shall have
been effected or obtained free of any conditions not acceptable to the
Committee.
(l) Listing. So long as the Stock is listed on the New York Stock
Exchange, shares of Stock for use under the provisions of the Plan shall not be
issued until they have been duly listed, upon official notice of issuance, on
the New York Stock Exchange and any other exchanges determined by the Board.
(m) Rights as Stockholder. Unless the Plan or the Committee expressly
specifies otherwise, an optionee shall have no rights as a stockholder with
respect to any shares covered by an Award until the issuance (as evidenced by
the appropriate entry on the books of the Company or a duly authorized transfer
agent) of a certificate evidencing the shares of Stock. Subject to Sections 3(b)
and 6(c), no adjustment shall be made for dividends or other rights for which
the record date precedes the date the certificate is issued.
(n) Beneficiary Designation. The Committee, in its discretion, may
establish procedures for a participant to designate a beneficiary to whom any
amounts payable in the event of the participant's death are to be paid.
(o) Additional Plans. Nothing contained in the Plan shall prevent the
Company, a subsidiary or an affiliate from adopting other or additional
compensation arrangements for its employees and consultants.
(p) No Employment Rights. The adoption of the Plan shall not confer
upon any employee any right to continued employment nor shall it interfere in
any way with the right of the Company, a subsidiary or an affiliate to terminate
the employment of any employee at any time.
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(q) Rule 16b-3. Notwithstanding any provision of the Plan, the Plan
shall always be administered, and Awards shall always be granted and exercised,
in such a manner as to conform to the provisions of Rule 16b-3.
(r) Governing Law. Except as required by the Delaware General
Corporation Law, the Plan and all Awards shall be governed by and construed in
accordance with the laws of the State of California.
(s) Use of Proceeds. All cash proceeds to the Company under
the Plan shall constitute general funds of the Company.
(t) Unfunded Status of Plan. The Plan shall constitute an "unfunded"
plan for incentive and deferred compensation. The Committee may authorize the
creation of trusts or arrangements to meet the obligations created under the
Plan to deliver Stock or make payments; provided, however, that unless the
Committee otherwise determines, the existence of such trusts or other
arrangements shall be consistent with the "unfunded" status of the Plan.
(u) Assumption by Successor. The obligations of the Company under the
Plan and under any outstanding Award may be assumed by any successor
corporation, which for purposes of the Plan shall be included within the
meaning of "Company".
SECTION 10. AMENDMENTS AND TERMINATION.
The Board may amend, alter or discontinue the Plan or any Award, but no
amendment, alteration or discontinuance shall be made which would impair the
rights of a participant under an outstanding Award without the participant's
consent. In addition, to the extent required for the Plan to comply with Rule
16b-3 or, with respect to provisions solely as they relate to Incentive Stock
Options, to the extent required for the Plan to comply with Section 422 of the
Code, the Board may not amend or alter the Plan without the approval of a
majority of the votes cast at a duly held stockholders' meeting at which a
quorum of the voting power of the Company is represented in person or by proxy,
where such amendment or alteration would:
(a) except as expressly provided in the Plan, increase the
total number of shares reserved for issuance pursuant to Awards under the
Plan;
(b) except as expressly provided in the Plan, change the minimum
price terms of Section 5(b)(iii);
(c) change the class of employees and consultants eligible to
participate in the Plan;
(d) extend the maximum Option period under Section 5(b)(i); or
(e) materially increase the benefits accruing to participants
under the Plan.
SECTION 11. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date it is adopted by the Board but
all Awards shall be conditioned upon approval of the Plan at a duly held
stockholders' meeting by the affirmative vote of the holders of a majority of
the voting power of the shares of the Company represented in person or by proxy
and entitled to vote at the meeting.
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SECTION 12. TERM OF PLAN.
No Award shall be granted on or after October 31, 2000, but Awards
granted prior to October 31, 2000 may extend beyond that date.
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EXHIBIT 99.2
RAYCHEM CORPORATION
AMENDED AND RESTATED 1984 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose
The Amended and Restated 1984 Employee Stock Purchase Plan (the "Plan")
is designed to encourage and assist employees of Raychem Corporation and
participating subsidiaries (together, the "Company") to acquire an equity
interest in the Company through the purchase of shares of Common Stock.
2. Administration
(a) The Plan shall be administered by the Board of Directors except
to the extent the Board of Directors, by resolution, delegates administration of
the Plan, either in its entirety or only as it relates to persons subject to
Section 16 of the Securities Exchange Act of 1934, as amended, to a committee of
the Board. The Board of Directors or the committee to which the Board of
Directors delegates administration hereunder, in either case, are hereinafter
referred to as the "Board."
(b) The Corporate Benefits Committee, or such other committee or
persons as the Board may from time to time select (the "Administrator"), shall
be responsible any matters for which disinterested administration is not
required for purposes of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 and for such additional matters as the Board shall determine from
time to time. Subject to the express provisions of the Plan, to the overall
supervision of the Board, and to the limitations of Section 423 or any
successor provision of the Internal Revenue Code of 1986, as amended (the
"Code"), the Administrator may administer and interpret the Plan in any manner
it believes to be desirable and any such interpretation shall be conclusive and
binding on the Company and all participants.
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3. Shares Subject to Plan
(a) Number of Shares. The Company has reserved for sale under the
Plan 15,000,000 shares of Common Stock, less any shares sold under either the
Plan, the Amended and Restated Raychem Limited Employee Stock Purchase Plan or
the Amended and Restated 1985 Supplemental Employee Stock Purchase Plan. Shares
sold under the Plan may be newly issued shares or shares reacquired in private
transactions or open market purchases, but all shares sold under the Plan
regardless of source shall be counted against the 15,000,000 share limitation.
(b) Adjustments. In the event of any reorganization,
recapitalization, stock split, reverse stock split, stock dividend, combination
of shares, merger, consolidation, offering of rights, or other similar change in
the capital structure of the Company, the Administrator may make such
adjustment, if any, as it deems appropriate in the number, kind, and purchase
price of the shares available for purchase under the Plan and in the maximum
number of shares subject to any option under the Plan.
4. Eligibility Requirements
Each employee, except those described in the next paragraph, shall
become eligible to participate in the Plan in accordance with Section 5 on the
first Enrollment Date (as herein defined) following employment by the Company.
Participation in the Plan is entirely voluntary.
The following employees are not eligible to participate in the Plan:
(i) employees who would, immediately upon enrollment in the
Plan, own directly or indirectly, or hold options or rights to acquire,
an aggregate of 5% or more of the total combined voting power or value of
all outstanding shares of all classes of the Company or any subsidiary;
(ii) employees who are customarily employed by the Company
less than 15 hours per week or less than five months in any calendar
year; and
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(iii) employees who are prohibited by the laws of the nation of
their residence or employment from participating in the Plan.
"Employee" shall mean any individual who performs services for Raychem
Corporation or a participating subsidiary pursuant to an employment relationship
described in Treasury Regulations Section 31.3401(c)-1 or any successor
provision. "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with Raychem Corporation if, as of the applicable
Enrollment Date, each of the corporations other than the last corporation in the
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain.
"Participating Subsidiary" shall mean a Subsidiary which has been designated by
the Administrator as covered by the Plan.
5. Participation
Enrollment. Any eligible employee may enroll or re-enroll in the
Plan as of the first trading day of any February, May, August and November, or
as of such other specific trading days established by the Administrator from
time to time (each an "Enrollment Date"). In order to enroll an eligible
employee must complete, sign, and submit to the Company an enrollment form. An
enrollment form must be received by the Company before the date established by
the Administrator from time to time (each a "Cut-Off Date"); provided, however,
that in no event shall a Cut-Off Date be more than 60 days before an Enrollment
Date. An enrollment form that is received before a Cut-Off Date shall be
effective on the Enrollment Date to which such Cut-Off Date relates.
6. Options to Purchase Common Stock
(a) Grant of Options. Enrollment by a participant in the Plan on an
Enrollment Date will constitute the grant by the Company to the participant of
options to purchase shares of Common Stock under the Plan. The number of
options granted will equal the number of percentage points of salary the
participant elects to have withheld. Re-enrollment by a participant in the Plan
will constitute cancellation by the participant of one or
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more outstanding options and the grant by the Company to the participant of new
options (equal in number to the number of options canceled) on the Enrollment
Date on which re-enrollment occurs. An increase (but not a decrease) in the
level of payroll withholding also constitutes the grant of new options for the
incremental change in the percentage withheld but does not cancel outstanding
options. Any participant whose options expire and who has not withdrawn from
the Plan will automatically be re-enrolled in the Plan and granted new options
(equal in number to the number of expiring options) on the Enrollment Date
immediately following the Purchase Date on which the participant's then current
options expire. Any date on which a participant is granted options under the
Plan is referred to as a "Grant Date."
(b) Terms and Conditions of Options. Each option granted under the
Plan shall have the following terms:
(i) except as otherwise provided in Section 6(c), whether or
not all shares of Common Stock have been purchased thereunder, the option
will expire on the earliest to occur of (A) the completion of the
purchase of shares on the last Purchase Date occurring within 12 months
of the Grant Date for such option, or such shorter option period as may
be established by the Board from time to time prior to an Enrollment Date
for all options to be granted on such Enrollment Date, or (B) the date on
which participation of such participant in the Plan terminates for any
reason;
(ii) payment for shares purchased under the option will be
made only through payroll withholding in accordance with Section 7;
(iii) purchase of shares upon exercise of the option will be
accomplished only in installments in accordance with Section 8;
(iv) the price per share under the option will be determined
as provided in Section 8;
(v) unless otherwise determined by the Administrator, the
number of shares available for purchase under each option shall be equal
to the number of shares determined by
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dividing $3333 1/3 by the fair market value of a share determined at the
Grant Date of such option;
(vi) notwithstanding clause (v), no option (taken together
with all other options then outstanding under this Plan and under all
other similar stock purchase plans of the Raychem Corporation or any
Subsidiary) shall in any event give the participant the right to purchase
shares at a rate which accrues in excess of $25,000 of fair market value
of such shares determined at the applicable Grant Dates in any calendar
year during which such participant is enrolled in the Plan at any time;
and
(vii) the option will in all respects be subject to the terms
and conditions of the Plan, as interpreted by the Administrator from time
to time.
7. Payroll Withholding
(a) Withholding Elections. Each participant may elect to make
contributions at a rate equal to any whole percentage up to a maximum of 15%,
or such other maximum percentage as the Board may establish from time to time
before an Enrollment Date for all options to be granted on such Enrollment
Date, of his or her monthly base earnings from the Company (excluding bonuses,
overtime pay, shift premiums, long term disability or workers' compensation
payments and similar amounts, but including elective qualified contributions by
the participant to employee benefit plans). The rate of contribution shall be
designated by the participant in the enrollment form. A participant may elect
to increase or decrease the rate of contribution effective as of any Enrollment
Date by delivery to the Company not later than the related Cut-Off Date of a
new enrollment form indicating the revised rate of contribution. An increase
(but not a decrease) in the contribution rate constitutes the grant of new
options. If the rate is decreased and there is more than one option
outstanding, the participant may specify the option to which such decrease
should apply.
(b) Use of Funds. Contributions shall be credited to a participant's
account as soon as administratively feasible after payroll withholding. The
Company shall be entitled to use of the contributions immediately after payroll
withholding and shall
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have no obligation to pay interest on the contributions to any participant.
8. Purchase of Shares
(a) Purchase Procedures. On the last trading day of each January,
April, July and October, or on such other specific trading days as may be
established by the Administrator from time to time prior to an Enrollment Date
for all options to be granted on such Enrollment Date (each a "Purchase Date"),
the Company shall apply the funds then credited to each participant's account
to the purchase of whole and fractional shares of Common Stock. The cost to the
participant for the shares purchased under any option shall be 85% of the lower
of:
(i) the closing price of Common Stock on the New York Stock
Exchange composite transactions tape on the Grant Date for such option;
or
(ii) the closing price of Common Stock on the New York Stock
Exchange composite transactions tape on that Purchase Date.
Any cash equal to less than the price of the smallest fractional share of
Common Stock which may be purchased under the Plan left in a participant's
payroll deduction account on a Purchase Date shall be carried forward in such
participant's account for application on the next Purchase Date.
The Administrator may in the case of participants employed by
participating subsidiaries provide for Common Stock to be sold through the
relevant Participating Subsidiaries to such participants, to the extent
consistent with Section 423 of the Code.
(b) Certificates Evidencing Common Stock. At the election of the
participant, certificates evidencing shares purchased on any Purchase Date
shall be delivered as soon as administratively feasible or a notation of
noncertificated shares shall be made on the stock records of the Company, but,
in either case, participants shall be treated as the owners of their shares
effective as of the Purchase Date.
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9. Withdrawal From the Plan
A participant may withdraw from the Plan in full (but not in part) at
any time. All funds credited to a participant's payroll deduction account shall
be distributed to him or her without interest as soon as administratively
feasible after notice of withdrawal is received by the Company. An employee who
has withdrawn may not return funds to the Company and require the Company to
apply those funds to the purchase of shares. Any eligible employee who has
withdrawn from the Plan may, however, enroll in the Plan again on any
subsequent Enrollment Date in accordance with the provisions of Section 5.
10. Termination of Employment
Participation in the Plan terminates immediately when a participant
ceases to be employed by the Company for any reason whatsoever (including death
or disability) or otherwise becomes ineligible to participate in the Plan. As
soon as administratively feasible after termination, the Company shall pay to
the participant or his or her beneficiary or legal representative all amounts
credited to the participant's payroll deduction account.
11. Leave of Absence
Unless a participant has voluntarily withdrawn from the Plan, shares
will be purchased for that participant's account on the Purchase Date next
following commencement of a leave of absence by such participant. Participation
in the Plan will terminate immediately after the purchase of shares on such
Purchase Date, however, unless:
(i) the leave of absence is of less than 90 days' duration
and is due to illness, injury or other reason approved by the
Administrator; or
(ii) the participant's right to reemployment after such leave
is guaranteed by contract or statute.
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12. Designation of Beneficiary
Each participant may designate one or more beneficiaries in the event of
death and may, in his or her sole discretion, change such designation at any
time. Any such designation shall be effective upon receipt by the Company and
shall control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a participant,
fractional shares will be sold and the cash proceeds along with a certificate
representing whole shares credited to his or her account shall be delivered to
the designated beneficiaries or, in the absence of a designation, to the
executor, administrator or other legal representative of the participant's
estate. Such delivery shall relieve the Company of further liability with
respect to the Plan on account of the deceased participant. If more than one
beneficiary is designated, each beneficiary shall receive an equal portion of
the account unless the participant has given express contrary instructions.
13. Assignment
The rights of a participant under the Plan shall not be assignable by
such participant, by operation of law, or otherwise. No participant may create
a lien on any funds, securities, rights or other property held by the Company
for the account of the participant under the Plan, except to the extent that
there has been a designation of beneficiaries in accordance with the Plan, and
except to the extent permitted by the laws of descent and distribution if
beneficiaries have not been designated.
A participant's right to purchase shares under the Plan shall be
exercisable only during the participant's lifetime and only by him or her,
except that a participant may direct the Company in the enrollment form to
issue share certificates to the participant jointly with one or more other
persons with right of survivorship, or to certain forms of trusts approved by
the Administrator.
14. Administrative Assistance
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The Administrator may, in its sole discretion, retain a brokerage firm,
bank, or other financial institution to assist in the purchase of shares,
delivery of reports, or other administrative aspects of the Plan. If the
Administrator so elects, each participant shall (unless prohibited by the laws
of the nation of his or her employment or residence) be deemed upon enrollment
in the Plan to have authorized the establishment of an account on his or her
behalf at such institution. Shares purchased by a participant under the Plan
shall be held in the account in the participant's name, or if the participant so
indicates in the enrollment form, in the participant's name together with the
name of one or more other persons, in joint tenancy with right of survivorship
or spousal community property, or in certain forms of trusts approved by the
Administrator.
15. Costs
All costs and expenses incurred in administering the Plan shall be
paid by the Company, except that any stamp duties or transfer taxes applicable
to participation in the Plan may be charged to a participant's account. Any
brokerage fees for the purchase of shares by a participant shall be paid by the
Company, but brokerage and/or bank fees for the resale of shares by a
participant shall be borne by the participant.
16. Reports
The Company shall provide or cause to be provided to each participant
a report of his or her contributions and the shares purchased by that
participant on each Purchase Date.
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17. Equal Rights and Privileges
All eligible employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock purchase
plan" within the meaning of Section 423 or any successor provision of the Code
and the related regulations. Any provision of the Plan which is inconsistent
with Section 423 or any successor provision of the Code shall without further
act or amendment by the Company or the Board be reformed to comply with the
requirements of Section 423. This Section 17 shall take precedence over all
other provisions in the Plan.
18. Applicable Law
The Plan shall be governed by the substantive laws (excluding the
conflict of laws rules) of the State of California.
19. Modification and Termination
The Board may amend, alter or terminate the Plan at any time. No
amendment shall be effective unless within one year after it is adopted by the
Board it is approved by the holders of a majority of the voting power of the
Company's outstanding shares, if such amendment would:
(i) increase the number of shares reserved for purchase
under the Plan;
(ii) materially increase the benefits to participants; or
(iii) materially modify the requirements for participation.
The Board may elect to terminate any or all outstanding options at any
time. In the event the Plan is terminated, the Board may also elect either to
terminate outstanding options upon completion of the purchase of shares on the
next Purchase Date, or to permit options to expire in accordance with their
terms (and participation to continue through such expiration dates).
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If the options are terminated prior to expiration, all funds contributed to the
Plan that have not been used to purchase shares shall be returned to the
participants as soon as administratively feasible.
If at any time the shares available under the Plan are over-enrolled,
enrollments shall be reduced proportionately to eliminate the over-enrollment.
Any funds that cannot be applied to the purchase of shares due to
over-enrollment shall be refunded to participants as soon as administratively
feasible.
20. Board and Stockholder Approval
This Plan was approved by the Board of Directors on August 3, 1984 and
by the holders of a majority of the voting power of all outstanding shares of
the Company on October 1, 1984. Amendments to this Plan were approved by the
Board of Directors on August 9, 1985, January 24, 1986, August 8, 1986, August
3, 1990, August 2, 1991, May 8, 1992, August 20, 1993, August 12, 1994 and June
7, 1995 and by the stockholders of the Company on October 14, 1985, November
11, 1986, October 31, 1990, October 30, 1991, October 28, 1992, October 27,
1993, November 9, 1994 and November 1, 1995.
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EXHIBIT 99.3
RAYCHEM CORPORATION
AMENDED AND RESTATED 1985 SUPPLEMENTAL EMPLOYEE
STOCK PURCHASE PLAN
1. Purpose
The Amended and Restated 1985 Supplemental Employee Stock Purchase Plan
(the "Plan") is designed to encourage and assist employees of participating
subsidiaries (the "Participating Subsidiaries") of Raychem Corporation (the
"Company") to acquire an equity interest in the Company through the purchase of
shares of Common Stock of the Company. The terms and conditions of purchase are
designed to be substantially the same in economic substance as the terms for
employees of the Company under the Amended and Restated 1984 Employee Stock
Purchase Plan (the "1984 Plan") but may vary as to procedures for purchase as
desirable or necessary to reflect the tax, employment, securities, foreign
exchange or other applicable laws and regulations in effect from time to time in
the nations in which the Participating Subsidiaries are located.
2. Administration
(a) The Plan shall be administered by the Board of Directors of the
Company unless and until such time as the Board of Directors delegates
administration to a committee pursuant to Section 2(b).
(b) The Board of Directors, by resolution, may delegate
administration of the Plan, either in its entirety or only as it relates to
persons subject to Section 16 of the Securities Exchange Act of 1934, as
amended, to a committee of the Board. The Board of Directors or the committee to
which the Board of Directors delegates administration hereunder, in either case,
are hereafter referred to as the "Board."
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(c) The Corporate Benefits Committee, or such other committee or
persons as the Board may from time to time select (the "Administrator") shall
be responsible for the matters set forth herein and for such additional matters
as the Board shall determine from time to time. At the time that the Plan is
adopted by a Participating Subsidiary, the Administrator, after consultation
with the management of the Participating Subsidiary and local legal and
financial advisors, where required, shall publish supplemental rules for
administration of the Plan (the "Rules") for that Participating Subsidiary. The
Rules shall specify purchase procedures under the Plan for that Participating
Subsidiary so as to comply with the tax, employment, securities, foreign
exchange or other applicable laws of the nation where the Participating
Subsidiary is located without materially affecting the economic substance of
the Plan with respect to the Company or participants.
(d) The Administrator shall have the power, subject to, and within
the limits of, the express provisions of the Plan and the overall supervision of
the Board:
(1) To construe and interpret the Plan and to establish,
amend, and revoke the Rules. The Administrator, in the exercise of this
power, shall generally determine all questions of policy and expediency
that may arise and may correct any defect, omission, or inconsistency in
the Plan or the Rules in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.
(2) To prescribe the terms and provisions of participation by
eligible employees which shall be identical for all employees of each
Participating Subsidiary but may vary among Participating Subsidiaries to
the extent deemed necessary or desirable by the Administrator; provided,
however, that in no event shall such variation materially alter the
economic substance of the Plan with respect to the Company or
participants.
(3) To designate from time to time which subsidiaries shall
become Participating Subsidiaries.
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(4) To provide for Common Stock to be sold through the
Participating Subsidiaries to participants, if the Administrator in its
discretion so elects.
(5) To retain a brokerage firm, bank or other financial
institution to act as trustee, depositary, pledgeholder, escrowholder, or
in such other capacity as specified by the Administrator to assist in the
purchase and sale of shares, delivery of reports, holding or delivery of
funds or share certificates or other administrative aspects of the Plan,
and to make such provision for currency translation as the Administrator
deems appropriate.
(6) To establish a mechanism to enable the participants to
purchase shares with U.S. dollars should exchange control regulations, or
any other law or regulation be enacted which in any way limits or
restricts the purchase of Common Stock by participants through
limitations on transfer of funds into or out of the country in which the
Participating Subsidiaries are located.
(7) To specify the method of designation of funds to be applied
to the purchase of shares which may include, without limitation, payroll
withholding, payment in full in cash upon purchase, loans from the
Company or Participating Subsidiary with appropriate escrow and
repurchase agreements, or any other arrangement not inconsistent with the
Plan which the Administrator in its discretion may approve.
(8) To exercise such powers and to perform such acts as are
deemed generally necessary or expedient to promote the best interests of
the Company or any Participating Subsidiary, and to enable the general
purpose of the Plan, as expressed in Section 1, to be accomplished.
3. Shares Subject to Plan
(a) Number of Shares. The Company has reserved for sale under the
Plan 15,000,000 shares of Common Stock, less any shares sold under either the
1984 Plan, the Amended and Restated Raychem Limited Employee Stock Purchase
Plan, or the Plan. Shares sold under the Plan may be newly issued shares or
shares reacquired in
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private transactions or open market purchases, but all shares sold under the
Plan regardless of source shall be counted against the 15,000,000 share
limitation.
(b) Adjustments. In the event of any reorganization,
recapitalization, stock split, reverse stock split, stock dividend, combination
of shares, merger, consolidation, offering of rights or other similar change in
the capital structure of the Company, the Administrator may make such
adjustment, if any, as it deems appropriate in the number, kind and purchase
price of the shares available for purchase under the Plan and in the maximum
number of shares subject to any grant under the Plan.
4. Eligibility Requirements
Each employee of a Participating Subsidiary, except those described in
the next paragraph, shall be eligible to participate in the Plan. Participation
in the Plan is entirely voluntary.
The following employees are not eligible to participate in the Plan:
(a) employees who would, immediately upon enrollment in the
Plan, own directly or indirectly, or hold options or rights to acquire,
an aggregate of 5% or more of the total combined voting power or value of
all outstanding shares of all classes of the Company or any Subsidiary;
(b) employees who are customarily employed for less than
five months in any calendar year or less than 15 hours per week; and
(c) employees who are prohibited by the laws of the nation of
their residence or employment from participating in the Plan.
"Employee" shall mean any individual who performs services for a
Participating Subsidiary and is deemed to be an employee under the laws
of the country in which such Subsidiary is located.
"Subsidiary" shall mean any company whose financial statements
are consolidated with those of the Company.
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5. Participation
(a) Enrollment. Any eligible employee may enroll or re-enroll
in the Plan as of such specific trading days as are established from time to
time ("Enrollment Dates"). The Administrator may require eligible employees to
complete, sign and submit to the Company an enrollment form in order to enroll
or re-enroll in the Plan and may establish deadlines prior to the Enrollment
Dates by which such enrollment forms must be received so as to effect
enrollment on such Enrollment Date. Enrollment or re-enrollment by a
participant in the Plan on an Enrollment Date will constitute the one or more
grants by the Company to the participant of the right to apply funds to the
purchase of shares of Common Stock from the Company under the Plan, in
accordance with Section 6.
(b) Special Rule. A participant in the 1984 Plan ("1984 Plan
Participant") whose employment is transferred without material interruption to
a Participating Subsidiary may (if such transfer terminates his or her
participation in the 1984 Plan) enroll in the Plan within ten business days
following the beginning of his or her employment by the Participating
Subsidiary. Unless otherwise elected by the 1984 Plan Participant or determined
by the Administrator at the time of such enrollment, the Grant Date of the 1984
Plan Participant for purposes of the Plan for such enrollment will be
considered to be the 1984 Plan Participant's most recent date of enrollment in
the 1984 Plan, and the percentage of compensation being withheld under the 1984
Plan shall be the percentage used to determine the 1984 Plan Participant's
Designed Funds pursuant to Section 6(b) of the Plan.
6. Purchase
(a) Designated Funds. Each participant may elect to purchase shares
with designated funds in an amount equal to any whole percentage, up to 15
percent (or such other maximum percentage as the Board may specify for the Plan
and the 1984 Plan), of such participant's base pay (the "Designated Funds").
(b) Grant of Right to Apply Designated Funds. Enrollment or
re-enrollment by a participant in the Plan on an Enrollment
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Date will constitute the grant by the Company to the participant of the right
to apply Designated Funds to the purchase of shares of Common Stock from the
Company under the Plan. The number of grants granted on any such Enrollment
Date will be equal to the number of percentage points of Designated Funds
specified by the participant. Any date on which a participant is granted the
right to apply Designated Funds to the purchase of shares of Common Stock under
the Plan is referred to as a "Grant Date."
(c) Terms and Conditions of Rights to Apply Designated Funds. For
each grant made under the Plan the Administrator must set forth in the Rules
the following terms (and, in its discretion, may set forth in the Rules any
additional terms of grant not inconsistent with the terms below):
(1) except as otherwise provided in Section 6(d), the
expiration date of the grant shall be the earlier to occur of (A) the
completion of the purchase of shares within 12 months of the applicable
Grant Date, (or such shorter period as the Board may establish) or (B)
the date on which participation of such participant in the Plan
terminates for any reason;
(2) the per share price which shall be paid in U.S. dollars
and shall be 85% of the lower of:
(A) the closing price of Common Stock reported by the
New York Stock Exchange on the applicable Grant Date; or
(B) the closing price of Common Stock reported by the
New York Stock Exchange on the Delivery Date; and
(3) unless otherwise determined by the Administrator, the
number of shares available for purchase under each grant shall be
determined by dividing $3333-1/3 by the fair market value of a share of
Common Stock determined at the Grant Date of such grant for each 1% of
Designated Funds;
(4) notwithstanding clause (3), the grant (taken together
with all other grants then outstanding under this Plan and under all
other similar stock purchase plans of the Company or any subsidiary) will
in no event give the
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participant the right to purchase shares at a rate which accrues in
excess of U.S. $25,000 of fair market value of such shares determined at
the applicable Grant Dates in any calendar year during which such
participant is enrolled in the Plan at any time.
(d) Delivery Dates. On such specific trading days as may be
established by the Administrator from time to time prior to an Enrollment Date
for all enrollments or re-enrollments made on such Enrollment Date ("Delivery
Dates"), the Company shall apply the equivalent in U.S. dollars of the
Designated Funds of each participant to whole and fractional shares of Common
Stock.
7. Withdrawal from the Plan
A participant may withdraw from the Plan in full (but not in part) at
any time. All Designated Funds not applied or to be applied to the purchase of
shares under the Plan by such participant shall be distributed to such
participant without interest as soon as administratively feasible after notice
of withdrawal is received by the Company. Any eligible employee who has
withdrawn from the Plan may enroll in the Plan again on any subsequent
Enrollment Date in accordance with the provisions of Section 5.
8. Termination of Employment
(a) Except as provided in Section 8(b) below, participation
in the Plan ceases immediately when the employment of a participant by a
Participating Subsidiary terminates (such that after employment termination
such participant is not employed by any Participating Subsidiary) for any
reason whatsoever, including death or disability, or when such participant
otherwise becomes ineligible to participate in the Plan. As soon as
administratively feasible after termination, the Company shall pay to the
participant or his or her beneficiary or legal representative all Designated
Funds of such participant not applied or to be applied to the purchase of
shares under the Plan.
(b) Following transfer of a participant's employment without
material interruption from a Participating Subsidiary to the Company or any
subsidiary that is a participant in the 1984
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Plan, any outstanding grant to the participant under the Plan shall not
terminate until the last occurrence of the earliest of: (i) the end of the last
Delivery Date included in the term of the grant, (ii) enrollment of the
participant in the 1984 Plan, (iii) any event or change of condition or status
(other than the transfer described in this Section 8(b)) that would have caused
the grant to terminate if the transfer of employment described in this Section
8(b) had not occurred. While a grant remains outstanding pursuant to this
Section 8(b), the Company or other subsidiary to which the participant is
transferred shall effect payroll withholdings pursuant to the grant and shall
remit them to the Participating Subsidiary that employed the Participant at the
time of the transfer; such withholdings shall be treated by the Participating
Subsidiary as Designated Funds of the participant at the time withheld by the
Company or other subsidiary. Notwithstanding the provisions of Section 6
relating to the designation and application of Designated Funds, following
approval by the Company and the Participating Subsidiary, the participant may,
in lieu of payroll withholding, pay a corresponding amount to the Participating
Subsidiary if such amount is received on or before the relevant Delivery Date.
9. Leave of Absence
Unless a participant has voluntarily withdrawn from the Plan, Designated
Funds will be applied to the purchase of shares on the Delivery Date next
following commencement of a leave of absence by such participant. Participation
in the Plan will terminate immediately after the application of funds on such
Delivery Date, however, unless:
(a) the leave of absence is of less than 90 days duration and
is due to illness, injury or other reason approved by the Administrator;
or
(b) the participant's right to reemployment after such leave
is guaranteed by contract or statute.
10. Costs
All costs and expenses incurred in administering the Plan shall be paid
by the Participating Subsidiary, except that any stamp duties or transfer taxes
applicable to participation in the
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Plan may be charged to the account of such participant. Any brokerage fees for
the purchase of shares by a participant shall be paid by the Company, but
brokerage and/or bank fees for the resale of shares by a participant shall be
borne by the participant.
11. Reports
The Company shall provide or cause to be provided to each participant a
report of his or her Designated Funds and the application of such Designated
Funds on each Delivery Date.
12. Modification and Termination
(a) Modification. The Board may amend, alter or terminate the Plan at
any time. No amendment shall be effective unless within one year after it is
adopted by the Board it is approved by the holders of a majority of the voting
power of the Company's outstanding shares, if such amendment would:
(i) increase the number of shares reserved for purchase
under the Plan;
(ii) materially increase the benefits to participants; or
(iii) materially modify the requirements for participation.
(b) Termination. The Board may elect to terminate any or all
outstanding options at any time. In the event the Plan is terminated, the Board
may also elect to either terminate outstanding grants upon completion of the
application of Designated Funds on the next Delivery Date, or to permit grants
to expire in accordance with their terms (and participation to continue through
such expiration dates). If the grants are terminated prior to expiration, all
Designated Funds that have not been and will not be applied to the purchase of
shares shall be returned to the participants as soon as administratively
feasible.
If at any time the shares available under the Plan are overenrolled,
enrollments shall be reduced proportionately to
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eliminate the overenrollment. Any Designated Funds that cannot be applied to
the purchase of shares due to overenrollment shall be refunded to participants
as soon as administratively feasible.
13. Effective Date; Approvals
(a) Effective Date. The Plan shall be effective with respect to
each Participating Subsidiary on the date specified by the Administrator for
such Participating Subsidiary.
(b) Approvals. This Plan was approved by the Board of Directors on
August 9, 1985 and by the holders of a majority of the voting power of all
outstanding shares of the Company on October 14, 1985. Amendments to this Plan
were approved by the Board of Directors on August 8, 1986, August 3, 1990,
August 2, 1991, May 8, 1992, August 20, 1993, August 12, 1994 and June 7, 1995
and by the stockholders of the Company on November 11, 1986, October 31, 1990,
October 30, 1991, October 28, 1992, October 27, 1993, November 9, 1994 and
November 1, 1995.
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