<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1997
REGISTRATION NO. 333-
================================================================================
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)
<TABLE>
<S> <C>
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)
</TABLE>
EXECUTIVE DEFERRED COMPENSATION PLAN
(FULL TITLE OF THE PLANS)
KAREN O. COTTLE
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
------------------------
<TABLE>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
=================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED(1) REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations................ $13,818,683 100% $13,818,683 $4,187.48
=================================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Raychem
Corporation to pay deferred compensation in the future in accordance with
the terms of the Raychem Corporation Executive Deferred Compensation Plan
for a select group of eligible employees.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 covers securities of the Registrant
of the same class as other securities for which registration statements on Form
S-8 relating to the Raychem Corporation Executive Deferred Compensation 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. 33-58437, 33-58871, 333-00355 and 333-00925.
ITEM 8. EXHIBITS
<TABLE>
<C> <C> <S>
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 II-2, II-3)
99.1 -- Raychem Corporation Executive Deferred Compensation Plan
</TABLE>
II-1
<PAGE> 3
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 18th day of
February, 1997.
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
Karen O. Cottle, 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 Executive February 18, 1997
- ------------------------------------------ Officer and Chairman of the
Richard A. Kashnow Board of Directors (Principal
Executive Officer)
/s/ RAYMOND J. SIMS Senior Vice President and Chief February 18, 1997
- ------------------------------------------ Financial Officer (Principal
Raymond J. Sims Financial Officer)
/s/ DEIDRA D. BARSOTTI Vice President and Controller February 18, 1997
- ------------------------------------------ (Principal Accounting
Deidra D. Barsotti Officer)
/s/ RICHARD DULUDE Director February 18, 1997
- ------------------------------------------
Richard Dulude
/s/ JAMES F. GIBBONS Director February 18, 1997
- ------------------------------------------
James F. Gibbons
/s/ JOHN P. MCTAGUE Director February 18, 1997
- ------------------------------------------
John P. McTague
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ DEAN O. MORTON Director February 18, 1997
- ------------------------------------------
Dean O. Morton
/s/ ISAAC STEIN Director February 18, 1997
- ------------------------------------------
Isaac Stein
/s/ CHANG-LIN TIEN Director February 18, 1997
- ------------------------------------------
Chang-Lin Tien
/s/ CYRIL J. YANSOUNI Director February 18, 1997
- ------------------------------------------
Cyril J. Yansouni
</TABLE>
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
ITEM NO. DESCRIPTION OF ITEM PAGE
- -------- ----------------------------------------------------------------------- ------------
<C> <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 II-2, II-3)
99.1 Raychem Corporation Executive Deferred Compensation Plan
</TABLE>
<PAGE> 1
EXHIBIT 5
February 18, 1997
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 February 18, 1997 for the
purpose of registering under the Securities Act of 1933, as amended,
$13,818,683 of deferred compensation obligations (the "Obligations") which will
represent unsecured obligations of the Company to pay deferred compensation in
the future in accordance with the terms of the Raychem Corporation Executive
Deferred Compensation Plan (the "Plan").
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.
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
December 17, 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;
<PAGE> 2
Raychem Corporation
February 18, 1997
Page 2
(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 of
the Company relating to the Plan and the Registration Statement, and
(ii) certifying as to certain factual matters;
(d) The Registration Statement; and
(e) The Plan.
This opinion is limited to the laws of the State of California and the
Delaware General Corporation Law, and we disclaim any opinion as to laws of any
other jurisdiction. We further disclaim any opinion as to any 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. We express no opinion as to the applicable choice of
law provisions contained in the Plan.
Based upon the foregoing and our examination of such questions of law as
we have deemed necessary or appropriate for the purpose of this opinion, it is
our opinion that, when issued by the Company in the manner provided in the
Plan, the Obligations will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject, as to
enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement,
moratorium and other laws of general applicability relating to or affecting
creditor's rights, and (ii) to general principles of equity, whether such
enforcement is considered in a proceeding in equity or at law.
The opinion is rendered to you in connection with the issuance of the
Obligations 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.
<PAGE> 3
Raychem Corporation
February 18, 1997
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HELLER EHRMAN WHITE &
MCAULIFFE
<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 17, 1996, which appears on page
21 of the 1996 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, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 14 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
San Jose, California
February 18, 1997
<PAGE> 1
EXHIBIT 99.1
RAYCHEM CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 15, 1995)
The Raychem Corporation 1995 Executive Deferred Compensation Plan was
initially adopted by the Board of Directors on February 17, 1995, and has been
amended and restated on behalf of the Board as the Raychem Corporation Executive
Deferred Compensation Plan to read as follows effective as of December 15, 1995:
1. PURPOSE.
The primary purpose of this Raychem Corporation Executive Deferred
Compensation Plan (the "Plan") is to enable a select group of highly compensated
management employees of Raychem Corporation and its subsidiaries to defer
receipt of salary, bonuses and/or supplemental retirement benefits payable under
Company compensation programs. By means of this Plan the Company seeks to
attract, retain, and motivate key management personnel for itself and its
subsidiaries.
2. DEFINITIONS.
2.1 Administrator. "Administrator" shall mean the Board or a committee of
the Board as provided in Section 3 below.
2.2 Beneficiary. "Beneficiary" shall mean the person or persons designated
by a Participant (in accordance with Section 7.1) to receive the balance of the
Participant's Deferred Compensation Account in the event the Participant dies
before receiving the entire amount credited to such Account.
2.3 Board. "Board" shall mean the Board of Directors of the Company.
2.4 Bonus Amount. "Bonus Amount" shall mean the amount of any bonus
payable to a Participant under a bonus plan sponsored by the Company or any
subsidiary of the Company attributable to services performed in a Participation
Year.
2.5 Change in Control. "Change in Control" shall mean the occurrence of
any of the following:
(a) any "person," as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") (other than the
Company, a subsidiary, an affiliate or a Company-sponsored employee benefit
plan, including any trustee of such plan acting as trustee), becoming the
"beneficial owner" (as that term is 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;
(b) the solicitation of proxies (within the meaning of Rule 14a-1(k)
under the Exchange Act and any successor rule) with respect to the electing
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 immediately before the time of such election; or
(c) 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 immediately before the
transaction hold, as a group, less than 70% of the shares of the Company
outstanding after the transaction, or any other event that the Board
determines, in its discretion, would materially alter the structure or
ownership of the Company.
2.6 Company. "Company" shall mean Raychem Corporation and any successor to
Raychem Corporation.
1
<PAGE> 2
2.7 Deferral Amount. "Deferral Amount" shall mean all or that portion of a
Bonus Amount, all or that portion of a Salary Amount (not in excess of 50% by an
Employee), and/or the amount from the Raychem Corporation Amended and Restated
Bonus Deferral Plan that a Participant elects to defer under or transfer to this
Plan.
2.8 Deferred Compensation Account. "Deferred Compensation Account" shall
mean the account established for a Participant pursuant to Section 6.
2.9 Employee. "Employee" shall mean an employee of the Company or any
subsidiary of the Company.
2.10 ERISA. "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.
2.11 Initial Deferral Election. "Initial Deferral Election" shall mean an
election made pursuant to Section 5.1.
2.12 Insolvency. "Insolvency" shall mean the condition of being unable to
pay debts as they mature or being subject to proceedings as a debtor under the
federal Bankruptcy Code.
2.13 Optional Distribution Election. "Optional Distribution Election"
shall mean an election made pursuant to Section 5.3.2 or 5.3.4.
2.14 Participant. "Participant" shall mean (a) an Employee whose rate of
compensation is among the highest three percent of all Employees and who is
selected by the Company to participate in this Plan, (b) a consultant to the
Company who was selected by the Company to participate in this Plan while an
Employee and (c) a director of the Company unless participation in this Plan
would cause the director not to be "disinterested" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934.
2.15 Participation Year. "Participation Year" shall mean the fiscal year
ending June 30.
2.16 Salary Amount. "Salary Amount" shall mean the amount payable to a
Participant by the Company or any subsidiary of the Company as base salary
attributable to services performed in a Participation Year. In the case of a
Participant who is a director or a former Employee, "Salary Amount" shall mean
the Participant's compensation as a director of or consultant to the Company
during a Participation Year.
2.17 SERP Amount. "SERP Amount" shall mean the amount of a Participant's
lump sum benefit under the Raychem Corporation Supplemental Executive Retirement
Plan transferred to this Plan at the Participant's election.
2.18 Subsequent Deferral Election. "Subsequent Deferral Election" shall
mean an election made pursuant to Section 5.3.1.
2.19 Totally Disabled. "Totally Disabled" shall mean a physical or mental
incapacity (a) that prevents a Participant from performing his or her normal job
with the Company or a subsidiary of the Company and (b) that a physician
satisfactory to the Administrator certifies is likely to be permanent.
2.20 Trust. "Trust" shall mean the trust established by the Trust
Agreement.
2.21 Trust Agreement. "Trust Agreement" shall mean the trust agreement
between the Company and the Trustee with respect to the assets held in trust
under this Plan.
2.22 Trustee. "Trustee" shall mean the trustee(s) of the Trust appointed
pursuant to Section 10.1, and any successor trustee(s) appointed pursuant to the
Trust Agreement.
3. ADMINISTRATION.
3.1 Administrator. This Plan shall be administered by the Board or, upon
delegation by the Board, by a committee consisting of not less than two
directors (in either case, the "Administrator"). In connection with the
administration of this Plan, the Administrator shall have the powers possessed
by the Board. The Administrator may act only by a majority of its members. The
Administrator may delegate administrative
2
<PAGE> 3
duties to such Employees as it deems proper. The Board at any time may terminate
the authority delegated to any committee of the Board pursuant to this Section
3.1 and revest in the Board the administration of this Plan.
3.2 Administrator Determinations Binding. The Administrator may adopt,
alter, and repeal administrative rules, guidelines, and practices governing this
Plan as it from time to time shall deem advisable, may interpret the terms and
provisions of this Plan, may correct any defect, omission, or inconsistency in
this Plan, and may otherwise supervise the administration of this Plan. All
decisions made by the Administrator shall be binding on all persons, including
the Company and all Participants and Beneficiaries. No member of the
Administrator shall be liable for any action that he or she has in good faith
taken or failed to take with respect to this Plan.
3.3 Indemnity. The Company shall indemnify and hold harmless each member
of the Administrator, and each officer and Employee, to the fullest extent
permissible by law, against any and all liabilities arising by reason of any
action taken or omitted in connection with this Plan, including expenses
reasonably incurred in the defense of any claim of such liability.
4. SELECTION OF EMPLOYEE PARTICIPANTS.
The Company shall select Employee Participants for each Participation Year
before the first day of each such year; provided that, for the Participation
Year in which this Plan is adopted, the Company shall select Employee
Participants for such fiscal year within 30 days after adoption of this Plan.
Once selected, an Employee Participant shall automatically be a Participant for
succeeding Participation Years until otherwise notified by the Company.
5. ELECTIONS; PAYMENT OF PLAN BENEFITS.
5.1 Initial Deferral Elections. A Participant may specify his or her
Deferral Amount for a Participation Year at any time before the first business
day of that Participation Year by filing an Initial Deferral Election with the
Administrator; provided, however, that with respect to the Participation Year
during which this Plan is adopted by the Board, a Participant may file an
Initial Deferral Election for the remainder of that Participation Year within 30
days after being notified of selection as a Participant.
5.2 General Rule for Distributions Attributable to Deferral
Amounts. Subject to Section 13.2 (dealing with the Insolvency of the Company)
and to the terms of any elections filed under Section 5.3, 100% of a
Participant's Deferral Amount for a given Participation Year (adjusted for net
investment income or loss attributable to the Deferral Amount) shall be
determined as of the last business day of the December after the end of such
Participation Year or, if later and if elected by the Participant, the last
business day of December 2000 or any fifth year thereafter (in either case, the
"Determination Date"), and shall be distributed to the Participant as soon as
practicable after the Determination Date.
5.3 Elections Regarding Subsequent Deferrals and Distributions from
Deferred Compensation Accounts Attributable to Deferral
Amounts. Notwithstanding Section 5.2, distributions from Deferred Compensation
Accounts attributable to Deferral Amounts shall be made in accordance with
instructions provided in any elections filed pursuant to this Section 5.3.
5.3.1 Subsequent Deferral Elections. On or before the first business
day of the June before the date that a distribution from a Deferred
Compensation Account otherwise is to be made pursuant to Section 5.2 or
pursuant to the most recent Subsequent Deferral Election filed pursuant to
this Section 5.3.1, a Participant may, by filing a Subsequent Deferral
Election with the Administrator, defer payment of all or any portion of the
amount otherwise distributable from the Deferral Amount portion of his or
her Deferred Compensation Account for an additional one-year period (or
such longer period as is approved by the Administrator); provided that any
such Subsequent Deferral Election shall be effective only with the consent
of the Administrator. As it is in the Company's interest to defer payments
of compensation, the Administrator shall be deemed to consent to a
Subsequent Deferral Election unless
3
<PAGE> 4
the Administrator notifies the Participant in writing, within ten business
days after receipt of the Subsequent Deferral Election, that consent is not
given.
5.3.2 Optional Distribution Election -- In-Kind Distributions. On or
before the first business day of the June before the date that a
distribution from the Deferral Amount portion of his or her Deferred
Compensation Account is to be made, a Participant may file an Optional
Distribution Election with the Administrator electing to receive an in-kind
distribution of all of the assets, or of specified assets credited to the
Deferral Amount portion of his or her Deferred Compensation Account, in
lieu of cash.
5.3.3 Manner and Place of Filing Elections. All Initial and
Subsequent Deferral Elections and Optional Distribution Elections shall be
in writing on a form prescribed by the Administrator and shall be filed
with the Administrator at the principal executive offices of the Company.
5.3.4 Termination of Service. If a Participant ceases to be an
Employee or a director of or consultant to the Company for any reason other
than retirement, the Deferral Amount portion of the Participant's Deferred
Compensation Account (Deferral Amounts adjusted for net investment income
or loss) shall be determined as of the last business day of the December
following the end of the Participation Year in which service terminates and
shall be distributed to the Participant as soon as practicable thereafter;
provided, however, (a) unless the Participant so elects, no payment from
the Participant's Deferred Compensation Account that would, but for the
termination of service, have occurred before the time described above,
shall be delayed pursuant to this Section 5.3.4, and (b) if the Participant
so elects at least 15 days before the date of termination (an "Optional
Distribution Election"), the Participant shall receive all, or a specified
percentage or dollar amount, of the Deferral Amount portion of his or her
Deferred Compensation Account in a lump sum or in annual installments
(commencing on the date that the distribution otherwise would be made) over
a period of 5, 10, or 15 years, as the Participant elects. (If a percentage
is elected in an Optional Distribution Election, the Administrator in its
sole judgment shall calculate the appropriate amount to be distributed on
each installment date.) Unless a different amount (or method of
calculation) is specified in the Optional Distribution Election, the amount
on any distribution date shall be the amount then in the Participant's
Deferred Compensation Account attributable to the Deferral Amount divided
by the number of installments yet to be paid (including the then-current
installment). For purposes of this Plan, a Participant who becomes Totally
Disabled shall be deemed to have ceased to be an Employee on the date he or
she is determined to be so disabled, without regard to whether he or she
continues to be treated as an Employee for any other purpose.
5.3.5 Retirement. If a Participant ceases to be an Employee or a
director of or consultant to the Company due to retirement, the retirement
shall generally be treated as a termination of service subject to Section
5.3.4 hereof; provided, however, that the Participant may, at least 15 days
before the date of termination of service, in addition to the elections
permitted by Section 5.3.4, elect with respect to any distributions from
the Deferral Amount portion of the Participant's Deferred Compensation
Account that would otherwise occur more than 15 days after the latest date
to make such election, to receive all, or a specified percentage or dollar
amount, of the Deferral Amount portion of the Participant's Deferred
Compensation Account in a lump sum or in annual installments (commencing no
later than as soon as practicable after December 31 of the calendar year in
which he or she reaches age 70 1/2) over a period of 5, 10 or 15 years.
5.4 Distributions Attributable to SERP Amounts. Subject to Section 13.2
(dealing with the Insolvency of the Company), the portion of a Participant's
Deferred Compensation Account attributable to the Participant's SERP Amount (the
SERP amount adjusted for net investment income or loss) shall be distributed to
the Participant in accordance with the Participant's written election filed with
the Administrator at the principal executive offices of the Company at least 15
days before the Participant ceases to be an Employee. The Participant may elect
to receive all, or a specified percentage or dollar amount, of the Deferral
Amount portion of the Participant's Deferred Compensation Account in a lump sum
or in annual installments (commencing no later than as soon as practicable after
December 31 of the calendar year in which he or she reaches age 70 1/2) over a
period of 5, 10 or 15 years. (If a percentage is elected, the Administrator in
its sole
4
<PAGE> 5
judgment shall calculate the appropriate amount to be distributed on each
installment date.) Unless a different amount (or method of calculation) is
specified in the election, the amount on any distribution date shall be the
amount then in the Participant's Deferred Compensation Account attributable to
the SERP Amount divided by the number of installments yet to be paid (including
the then-current installment). If a Participant fails to make a valid election
with respect to the time and method of Plan distribution attributable to the
SERP Amount portion of his or her Deferred Compensation Account, such portion
shall be distributed to the Participant as soon as practicable after December 31
of the calendar year in which the SERP Amount is credited to the Participant's
Deferred Compensation Account. On or before the first business day of the June
before the date that a distribution from the SERP Amount portion of his or her
Deferred Compensation Account is to be made, a Participant may file a written
election with the Administrator to receive an in-kind distribution of all of the
assets, or of specified assets credited to the SERP Amount portion of his or her
Deferred Compensation Account, in lieu of cash.
5.5 Hardship. Upon the request of a Participant and based upon a showing
of severe financial hardship caused by accident, illness, or any other similar
event beyond the Participant's control, the Administrator may, in its sole
discretion, accelerate (to such time as the Administrator may elect) the time of
payment of that portion (up to all) of the amount credited to the Participant's
Deferred Compensation Account in order to alleviate such hardship.
6. DEFERRED COMPENSATION ACCOUNTS.
6.1 Separate Accounts. The Administrator shall establish and maintain a
separate Deferred Compensation Account for each Participant. Each Participant's
Deferred Compensation Account shall be credited with the Participant's Deferral
Amount and any SERP Amount, and with earnings and realized and unrealized gains
with respect to such amounts, and shall be charged with any amount distributed
to or with respect to, the Participant in accordance with this Plan, with
realized and unrealized losses incurred by the Deferred Compensation Account and
with any expenses, fees, and withholding taxes properly chargeable to the
Deferred Compensation Account or imposed in respect of compensation deferred or
payable under this Plan.
6.2 Investment of Accounts. By written investment directions to the
Administrator, each Participant shall direct the investment of his or her
Deferred Compensation Account among the investment funds available under this
Plan. In the absence of timely instructions, a Participant's Deferred
Compensation Account shall be invested in a money market fund (or, if there is
no money market fund among the investment funds available under this Plan, in
the investment fund that most closely resembles a money market fund). In
accordance with rules established by the Administrator, each Participant shall
be allowed to modify his or her investment directions (or the initial investment
made in the absence of directions from the Participant) with respect to all or
any portion of his or her Deferred Compensation Account, effective as of the
first day of the next calendar quarter following the date of the modification. A
Participant's change of investment directions shall apply to the existing
balance in his or her Deferred Compensation Account and to the amount of future
Deferral Amounts, as the Participant may elect.
6.3 Designation of Available Investment Options. The Chief Financial
Officer of the Company shall select the investment funds that will initially be
available for the investment of Deferred Compensation Accounts hereunder. The
Chief Financial Officer shall have the power and authority, in his or her sole
and absolute discretion, to add any new investment fund deemed to be desirable
and to eliminate any investment fund previously available hereunder in which no
portion of any Participant's Deferred Compensation Account is invested.
6.4 Valuation of Accounts. As soon as administratively practical after the
end of each calendar quarter, and after the removal or resignation of the
Trustee, the Trustee shall value each Deferred Compensation Account then
maintained hereunder, based on fair market values as of the close of the
relevant quarter or the close of the shorter period ending with such removal or
resignation, as applicable. Each Participant's Deferred Compensation Account
shall be valued separately. Any earnings and realized and unrealized gains
attributable to a Participant's Deferred Compensation Account shall be credited
to such Account on a segregated basis, and any amounts distributed from, any
realized and unrealized losses incurred by, and any expenses and fees
5
<PAGE> 6
properly chargeable to, a Participant's Deferred Compensation Account shall be
charged against such Account on a segregated basis.
6.5 Statements to Participants. As soon as administratively practical
after each valuation described in Section 6.4, the Trustee (or the Company)
shall provide each Participant (or, if applicable, Beneficiary) with a statement
that discloses the results of such valuation with respect to the Participant's
Deferred Compensation Account.
6.6 Vesting. Subject to the provisions of Section 13.2 (dealing with the
Insolvency of the Company), a Participant shall at all times have a fully vested
(i.e., nonforfeitable) interest in his or her Deferred Compensation Account.
7. DEATH BENEFITS.
7.1 Designation of Beneficiary. Each Participant shall have the right to
designate a Beneficiary to receive the balance, if any, of the Participant's
Deferred Compensation Account at the time of the Participant's death and shall
have the right at any time to revoke such designation or to substitute another
such Beneficiary (without the consent of any Beneficiary who had been designated
before the time of such revocation or substitution). No Beneficiary designation
made pursuant to this Section 7.1 shall be effective unless it is in writing and
received by the Administrator before the death of the Participant. If a
Participant is married, the Participant's designation of any Beneficiary other
than his or her spouse must be consented to in writing by the Participant's
spouse, unless the Participant establishes to the satisfaction of the
Administrator that such consent cannot be obtained because the spouse cannot be
located. To be effective, a spouse's consent must be witnessed by the
Administrator or a notary public. If there is no valid designation of
Beneficiary on file with the Administrator at the time of a Participant's death,
or if a validly designated Beneficiary is not living at the time a payment is to
be made to such Beneficiary under this Plan, the balance of the deceased
Participant's Deferred Compensation Account shall be payable to the
Participant's spouse if then living, or if not, to the Participant's estate.
7.2 General Rule for Plan Distributions; Elections Incident to
Death. Subject to the provisions of Section 13.2 (dealing with the Insolvency
of the Company), if a Participant dies before he or she has received the entire
amount credited to his or her Deferred Compensation Account, all of the
Participant's Deferred Compensation Account shall be distributed to his or her
Beneficiary in a single lump-sum distribution of cash as soon as practicable
after the Participant dies.
7.3 Investment Rights During Distribution Period. For so long as a
deceased Participant's Deferred Compensation Account has not been fully
distributed to his or her Beneficiary, the assets credited to the Account shall
remain in the Trust, and the Beneficiary shall have the rights provided to
Participants in Section 6.2 (with respect to directing the investment of such
Account).
8. VALUATION OF ACCOUNTS FOR DISTRIBUTION.
When a Participant or Beneficiary is to receive a distribution from a
Deferred Compensation Account, the Account shall be valued (or, in the case of
an in-kind distribution, the number of shares or other units in the Account
shall be determined) as of the quarterly valuation date coinciding with or
immediately preceding the date the distribution is to be made.
9. CHANGE IN CONTROL.
Within 30 days following a Change in Control, a Participant or a
Beneficiary may elect to accelerate, to a date no earlier than 60 days following
the date of the election, the time of payment of all or a portion of the amount
credited to the Participant's Deferred Compensation Account on the date of such
Change in Control. This election shall be available whether or not the
Participant ceases to be an Employee or perform services in connection with such
Change in Control. The provisions of this Section 9 shall be deemed applicable
upon the occurrence of any Change in Control, notwithstanding that this Plan may
be amended or terminated thereafter.
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10. TRUSTEE AND TRUST AGREEMENT; DEFERRAL AND SERP AMOUNTS CONTRIBUTED TO
TRUST; PAYMENT OF EXPENSES.
10.1 Trustee and Trust Agreement. The Company shall appoint a Trustee to
hold the amount of each Participant's Deferral Amount and SERP Amount in trust
and shall enter into a Trust Agreement with such Trustee with respect to the
management and disposition of such funds. All contributions to the Trust shall
be held and invested by the Trustee in accordance with the terms of this Plan
and the Trust Agreement.
10.2 Contribution of Deferral and SERP Amounts to Trust. The amount of
each Participant's Deferral Amount and SERP Amount shall be contributed to the
Trust established hereunder as soon as reasonably practicable, and no more than
30 days, after the amount otherwise would have been paid to the Participant.
Such contributions shall be made by the Participant's employer.
10.3 Payment of Expenses. All expenses of operating and administering this
Plan, including the fees of, and general expenses incurred by, the Trustee,
shall be paid by the Company. Notwithstanding the preceding sentence, however,
expenses incurred in connection with the investment of any Participant's
Deferred Compensation Account, including brokerage fees or commissions, and any
fees payable to an investment manager in connection with its management of the
investment of all or any portion of a Participant's Deferred Compensation
Account, shall be charged to or paid from such Participant's Deferred
Compensation Account, as appropriate.
11. AMENDMENT, SUSPENSION OR TERMINATION.
The Board shall have the right to amend, suspend or terminate this Plan at
any time and for any reason. Notwithstanding the preceding sentence, however,
subject to the provisions of Section 13.2 (dealing with the Insolvency of the
Company), no amendment or termination of this Plan shall reduce any
Participant's or Beneficiary's rights or benefits accrued under this Plan before
the date the amendment is adopted or this Plan is terminated, as appropriate,
including the Participant's or Beneficiary's right to payment of the balance of
his or her Deferred Compensation Account as of such date. Upon the termination
of this Plan, the Trust shall continue until all Deferred Compensation Accounts
have been distributed to the appropriate Participants and Beneficiaries in
accordance with the provisions of this Plan and the Trust Agreement in effect at
the time of such termination.
12. CLAIMS AND REVIEW PROCEDURE.
12.1 Claims for Benefits. The Administrator shall determine each
Participant's and Beneficiary's right to benefits under this Plan. If a
Participant or Beneficiary disagrees with the Administrator's determination, he
or she may file a written request for review of the determination, and such
request will be treated as a claim for benefits hereunder. Any such claim shall
be filed with the Administrator at the principal executive offices of the
Company.
12.2 Denial of Claims. In the event that any claim for benefits is denied,
in whole or in part, the Administrator shall notify the claimant in writing of
such denial and of the claimant's right to a review thereof. Such written notice
shall set forth, in a manner calculated to be understood by the claimant,
specific reasons for the denial, specific references to the Plan provisions on
which the denial is based, a description of any information or material
necessary to perfect the claim and an explanation of why such material is
necessary, and an explanation of this Plan's procedure for review of denied
claims. Such written notice shall be given to the claimant within 90 days after
the Administrator receives the claim, unless special circumstances require an
extension of time, up to an additional 90 days, for processing the claim. If
such an extension is required, a written notice indicating the reason an
extension is required and the date by which the Administrator expects to render
its decision shall be furnished to the claimant before the end of the initial
90-day period. If written notice of the denial of a claim for benefits, or of
the fact that an extension of time is necessary for processing a claim, is not
furnished within the time specified in this Section 12.2, the claim shall be
deemed to be denied, and the claimant shall be permitted to appeal such denial
in accordance with the procedure for review of denied claims set forth in
Section 12.3.
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12.3 Review of Denied Claims. Any person whose claim for benefits is
denied (or deemed denied), in whole or in part, or such person's duly authorized
representative, may appeal from such denial by submitting a request for a review
of the claim to the Administrator within 60 days after receiving written notice
of the denial (or, in the case of a deemed denial, within 60 days after the
claim is deemed denied). The Administrator shall give the claimant or such
representative an opportunity to review pertinent documents that are not
privileged in preparing a request for review. A request for review shall be in
writing and shall be addressed to the Administrator at the principal executive
offices of the Company. A request for review shall set forth all of the grounds
on which it is based, all facts in support of the request and any other matters
the claimant deems pertinent. The Administrator may require the claimant to
submit such additional facts, documents, or other material as it may deem
necessary or appropriate in making its review.
12.4 Decision on Review. The Administrator shall act on each request for
review within 60 days after receipt thereof, unless special circumstances
require an extension of time, up to an additional 60 days, for processing the
request. If such an extension is required, written notice of the extension shall
be furnished to the claimant within the initial 60-day period. The Administrator
shall give prompt, written notice of its decision to the claimant. In the event
that the Administrator affirms the denial of the claim for benefits, in whole or
in part, such notice shall set forth, in a manner calculated to be understood by
the claimant, specific reasons for the denial and specific references to the
Plan provisions upon which the decision is based. If written notice of the
Administrator's decision on a request for review, or of the fact that an
extension of time is necessary for processing a request, is not given to the
claimant within the time prescribed in this Section 12.4, the claim shall be
deemed to have been denied on review.
13. GENERAL PROVISIONS.
13.1 No Employment Rights. Nothing contained in this Plan shall in any way
be construed as conferring upon a Participant the right to continue as an
Employee.
13.2 Effect of Insolvency/Participants are General
Creditors. Notwithstanding any other provision of this Plan, in the event of
the Insolvency of the Company, but not in any other circumstance, the assets of
the Trust shall be subject to the claims of the general creditors of the
Company. In such event, all Participants and Beneficiaries under this Plan shall
constitute unsecured general creditors of the Company with respect to amounts
otherwise payable hereunder and shall have no special or priority claim with
respect to the assets held in the Trust.
13.3 No Assignment of Rights. Except as set forth in Section 13.2 (dealing
with the Insolvency of the Company) and as otherwise provided by applicable law,
the interest of any person in this Plan, in the Trust, or in any distribution to
be made under this Plan may not be assigned, pledged, alienated, anticipated, or
otherwise encumbered (either at law or in equity) and shall not be subject to
attachment, bankruptcy, garnishment, levy, execution, or other legal or
equitable process. Any act in violation of this Section 13.3 shall be void.
13.4 Incapacity. If the Administrator determines that any person is unable
to handle properly any amounts payable under this Plan, the Administrator may
make any arrangement for payment on such person's behalf that it determines will
be beneficial to such person, including (without limitation) the payment of such
amounts to the guardian, conservator, spouse, or dependent(s) of such person.
13.5 Singular/Plural. Wherever used herein, the singular number or tense
shall include the plural.
13.6 Choice of Law. This Plan and all rights hereunder shall be
interpreted and construed in accordance with ERISA, and, to the extent state law
is not preempted by ERISA, the laws of the State of California.
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14. ADOPTION.
To record the adoption of this amended and restated Raychem Corporation
Executive Deferred Compensation Plan, this document is executed on behalf of the
Board by an authorized officer this 15th day of December, 1995.
/s/ RAYMOND J. SIMS
--------------------------------------
Raymond J. Sims
Chief Financial Officer
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FIRST AMENDMENT OF THE
RAYCHEM CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 15, 1995)
WHEREAS, Raychem Corporation (the "Company") has adopted the Raychem
Corporation Executive Deferred Compensation Plan as amended and restated
effective December 15, 1995 (the "Plan"); and
WHEREAS, the Board of Directors of the Company (the "Board") retained the
right to amend the Plan pursuant to Section 11 thereof; and
NOW, THEREFORE, effective as of May 1, 1996, the Plan is amended as
follows:
1. Section 2.7 shall read in full as follows:
2.7 Deferral Amount. "Deferral Amount" shall mean all or that portion
of a Bonus Amount, all or that portion of a Salary Amount (not in excess of
50% by an Employee), and/or the amount credited under the Raychem
Corporation Amended and Restated Bonus Deferral and Stock Option Plan
attributable to cash deferrals prior to July 1, 1996 that a Participant
elects to transfer to this Plan.
2. Section 2.14 shall read in full as follows:
2.14 Participant. "Participant" shall mean (a) an Employee whose rate
of compensation is among the highest three percent of all Employees and who
is selected by the Company to participate in this Plan, (b) an Employee who
is a participant in the Raychem Corporation Amended and Restated Bonus
Deferral and Stock Option Plan, (c) a consultant to the Company who was
selected by the Company to participate in this Plan while an Employee and
(d) a director of the Company unless participation in this Plan would cause
the director not to be "disinterested" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934.
TO RECORD THE ADOPTION OF THIS FIRST AMENDMENT OF THE PLAN, this document
is executed on behalf of the Board by an authorized director this 18 day of
April, 1996.
/s/ DEAN MORTON
--------------------------------------
Dean Morton
