PROXY STATMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Check the appropriate box:
[X] Definitive Proxy Statement
REPUBLIC NEW YORK CORPORATION
(Name of Registrant as Specified in its Charter)
William F. Rosenblum, Jr., Esq.
Senior Vice President, Deputy General Counsel and Secretary
Republic New York Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[LOGO]
REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
March 15, 1995
Dear Stockholder:
The Directors and Officers of Republic New York Corporation cordially invite
you to attend the Annual Meeting of Stockholders of the Corporation to be
held on Tuesday, May 16, 1995 at 11:00 A.M., New York time. The meeting will
be held at the office of the Corporation at 452 Fifth Avenue, New York, New
York. Notice of the Annual Meeting and Proxy Statement are enclosed.
You are urged to mark, sign, date and mail the enclosed proxy immediately.
By mailing your proxy now you will not be precluded from attending the
meeting. Your proxy is revocable; in the event you find it convenient to
attend the meeting, you may, if you wish, withdraw your proxy and vote in
person.
For your information, enclosed is the 1994 Annual Report of Republic New York
Corporation.
Very truly yours,
Walter H. Weiner,
Chairman of the Board
[LOGO]
REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
______________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 16, 1995
______________________
NOTICE IS HEREBY GIVEN THAT, pursuant to the call of the Board of Directors
of Republic New York Corporation ("Republic Corporation"), the Annual Meeting
of Stockholders of Republic Corporation will be held on Tuesday, May 16, 1995
at 11:00 A.M., New York time, at 452 Fifth Avenue, Borough of Manhattan, City
and State of New York, for the purpose of considering and voting upon the
following matters described in the attached Proxy Statement:
1. Election of directors;
2. Approval of 1995 Long-Term Incentive Stock Plan;
3. Approval of selection of auditors; and
4. Any other business which may properly be brought before the meeting
or any adjournment thereof.
The record date and hour for determining stockholders entitled to notice of
and to vote at the meeting, including any adjournment thereof, have been
fixed as of the close of business on March 8, 1995.
By Order of the Board of Directors,
WILLIAM F. ROSENBLUM, JR.,
Senior Vice President and
Corporate Secretary
March 15, 1995
YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON. IF YOU ATTEND THE MEETING, YOU MAY NEVERTHELESS, IF
YOU WISH, WITHDRAW YOUR PROXY AND VOTE IN PERSON.
REPUBLIC NEW YORK CORPORATION
452 Fifth Avenue
New York, New York 10018
________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 16, 1995
________________
This Proxy Statement is furnished to the stockholders of Republic New York
Corporation ("Republic Corporation") in connection with the solicitation of
proxies by the Board of Directors of Republic Corporation for the Annual
Meeting of Stockholders to be held on May 16, 1995.
The record date and hour for determining the stockholders of Republic
Corporation entitled to notice of and to vote at the meeting have been fixed
as of the close of business on March 8, 1995. At such date, 52,260,388
shares of Republic Corporation Common Stock were outstanding and entitled to
vote. Each share of Republic Corporation Common Stock held on the record
date entitles the holder thereof to one vote for each director being elected
(with no cumulative voting permitted) and to one vote on each other matter.
This Proxy Statement and the form of proxy furnished herewith were first sent
to Republic Corporation stockholders on March 15, 1995.
ELECTION OF DIRECTORS
In accordance with the By-Laws of Republic Corporation, the number of
directors of Republic Corporation to be elected at the Annual Meeting has
been established at nineteen. If elected, each nominee will serve until the
next Annual Meeting of Stockholders and until the election and qualification
of his or her successor. Each of the nominees named below is presently a
director of Republic Corporation and, with the exception of Peter J.
Mansbach, was elected to such office at last year's Annual Meeting. Mr.
Mansbach was elected a director on July 20, 1994 at a regular meeting of the
Board of Directors of Republic Corporation.
A plurality of the votes cast at the meeting is required for the election of
directors. Neither abstentions nor broker non-votes have any effect on the
election of directors. If any nominee becomes unwilling or unable to accept
nomination or election, which is not anticipated, it is intended that the
persons acting under the proxy will vote for the election in his or her stead
of such other person as the Nominating Committee of the Board of Directors
may recommend.
Listed below are the names and ages of the nominees, the year in which each
first became a director, their principal occupations for the past five years
(including, where applicable, positions with Republic National Bank of New
York ("Republic Bank") and Republic Bank for Savings ("RBS"), Republic
Corporation's principal subsidiaries) and the number of shares of Republic
Corporation's Common Stock beneficially owned by each, as of December 31,
1994.
<TABLE>
<CAPTION>
Beneficial
Director Ownership of
Nominee and Age Since Principal Occupation Shares <F1>
<S> <C> <C> <C>
Kurt Andersen . . . 1988 Executive Vice President of Republic Bank, 29,025 shs.<F2>
50 years Regional (Far East) General Manager
and Manager of Republic Bank's Hong
Kong Branch and Manager of Republic
Bank's wholly-owned subsidiary in
Singapore. Director of Republic Bank
since 1991.
Cyril S. Dwek . . . 1974 Vice Chairman of the Board of Republic 64,894 shs.
58 years Bank and Vice Chairman of Republic Cor-
poration. Director of Republic Bank
and director of RBS since 1990.
Ernest Ginsberg . . 1985 Vice Chairman of the Board of Republic 21,148 shs.<F2><F3>
63 years Bank and Vice Chairman (and General
Counsel until April 1994) of Republic
Corporation. Director of Republic Bank
and of RBS.
Nathan Hasson . . . . . . 1993 Vice Chairman of the Board and Treasurer 22,887 shs.<F2><F4>
49 years of Republic Bank and Vice Chairman
of Republic Corporation since January,
1993. Director of Republic Bank and
director of RBS since 1990.
Jeffrey C. Keil . . . . 1978 Vice Chairman of the Board of Republic 14,167 shs.<F2><F5>
51 years Bank and President of Republic Corpora-
tion. Director of Republic Bank and
of RBS.
Peter Kimmelman . . . . 1979 A private investor. Director of Republic 2,362 shs.<F6>
50 years Bank and of RBS.
Leonard Lieberman . . 1990 A director (and Chairman, President and 750 shs.
65 years Chief Executive Officer, from January
1991 to May 1991) of Outlet Communi-
cations, Inc. Director of Republic Bank
since 1990 and of RBS since 1992. Also a
director of various companies, including
Celestial Seasonings, Inc., Sonic Corp.,
and La Petite Academy, Inc.
William C. MacMillen, Jr. . 1974 President of William C. MacMillen & Co., 6,702 shs.
81 years Inc., an investment banking firm. Also a
director of Financial Federal Corporation.
Director of Republic Bank and of RBS.
Peter J. Mansbach . . . . . 1994 Chairman of the Executive Committee of the 21,100 shs.<F2>
54 years Board of Directors of Republic Corporation
since July 1994, and of Republic Bank since
June 1994. Previously a partner at the law
firm of Kronish, Lieb, Weiner & Hellman.
Martin F. Mertz . . . . . 1987 Chairman of the Executive Committee of 7,500 shs.
69 years RBS since May 1990. Director of Republic
Bank and of RBS.
James L. Morice . . . . . 1987 Partner, Mirtz Morice, Inc., a management 330 shs.<F7>
57 years consulting firm. Director of Republic Bank
and of RBS.
E. Daniel Morris. . . . . 1993 Chairman of the Board of Republic New York 1,000 shs.
53 years Trust Company of Florida, N.A., a wholly-
owned subsidiary of Republic Corporation,
since January 1995. Prior thereto, a Director
and the Chief Executive Officer of Republic
New York Securities Corporation, Republic
Corporation's wholly-owned broker-dealer
subsidiary, from April to December 1994.
President of Corsair Capital Corporation, a
private investment bank, since October,
1992, having been a private investor for over
one year prior thereto, and President and Chief
Executive Officer of the U.S. investment banking
affiliate of Barclays Bank from January 1989 to
July 1991.
Janet L. Norwood . . . . 1992 Senior Fellow of The Urban Institute, a research 750 shs.
71 years organization in Washington, D.C., since
January 1992. Commissioner of the Bureau of
Labor Statistics of the U.S. Department of Labor
for over three years prior thereto. Director of
Republic Bank since 1992.
John A. Pancetti . . . . . 1990 Chairman of the Board and Chief Executive 104,250 shs.<F2><F8>
65 years Officer of RBS since May 1990 (and President
from May 1990 to March 1991). Vice Chairman
of the Board of Republic Bank since March 1991
and Vice Chairman of Republic Corporation since
April 1991. Director of Republic Bank since 1990
and of RBS since 1990.
Vito S. Portera . . . . . . 1986 Vice Chairman of Republic Corporation and 27,254 shs.<F2>
52 years Vice Chairman of the Boards of Republic
Bank and RBS. Director of Republic Bank.
Also, Chairman of the Board of Republic
International Bank of New York, the
Miami, Florida Edge Act subsidiary of
Republic Bank.
William P. Rogers . . . . . 1989 Senior Partner, Rogers & Wells, attorneys. 30,000 shs.
81 years Director of Republic Bank.
Dov C. Schlein . . . . . . 1987 President of Republic Bank and Vice Chair- 21,850 shs.<F2><F9>
47 years man of Republic Corporation. Director of
Republic Bank and of RBS.
Walter H. Weiner . . . . . 1978 Chairman of the Board and Chief Executive 46,380 shs.<F2><F10><F11>
64 years Officer of Republic Bank and Republic
Corporation. Director of Republic Bank
and of RBS.
Peter White . . . . . . . . 1974 Senior Consultant to Republic Bank. 33,256 shs.
92 years Director of Republic Bank.
_____________
<FN>
<F1> No director's ownership of shares of Common Stock exceeded one percent (1%) of the outstanding shares of such class.
<F2> Includes 10,000 shares for Kurt Andersen, 13,250 shares for Ernest Ginsberg, 13,437 shares for Nathan Hasson, 5,000
shares for Jeffrey C. Keil, 21,000 for Peter J. Mansbach, 54,100 shares for John A. Pancetti, 11,000 shares for Vito S.
Portera,14,500 shares for Dov C. Schlein and 10,000 shares for Walter H. Weiner which were awarded pursuant to Republic
Corporation's 1985 Restricted Stock Plan and which are subject to a substantial risk of forfeiture for various restricted
periods, the latest of which expires on January 15, 1999.
<F3> Includes 7,898 shares which Mr. Ginsberg owns jointly with his wife.
<F4> Includes 9,450 shares which Mr. Hasson owns jointly with his wife.
<F5> Includes 6,467 shares allocated to the Republic New York Corporation Common Stock Fund in Mr. Keil's account under
Republic Bank's Profit Sharing and Savings Plan.
<F6> Includes 337 shares owned by Mr. Kimmelman's wife in which he disclaims any beneficial interest.
<F7> Includes 30 shares owned by Mr. Morice's son in which he disclaims any beneficial interest.
<F8> Includes 50,000 shares which Mr. Pancetti owns jointly with his wife.
<F9> Includes 7,350 shares which Mr. Schlein owns jointly with his wife.
<F10> Includes 25,949 shares for Walter H. Weiner which were issued pursuant to Republic Corporation's Restricted Stock
Election Plan and which are subject to a substantial risk of forfeiture until December 31, 1997.
<F11> Includes 3,105 shares owned by a Keogh Plan pension trust of which Mr. Weiner is the beneficiary and 2,100 shares
owned by Mr. Weiner's wife in which he disclaims any beneficial interest.
</FN>
</TABLE>
As of December 31, 1994, all nominees as a group beneficially owned
455,605 shares of Republic Corporation's Common Stock or approximately
.9% of the outstanding shares.
For certain information concerning business relationships and
transactions between Republic Corporation, its subsidiaries and
affiliates and certain nominees, see "Transactions with Management and
Related Persons" below.
Section 16 Filings. All Forms 3, 4 and 5 were filed in a timely fashion
and in compliance with the applicable securities laws and regulatory
requirements, with the exception of the Form 4 filed by Peter J.
Mansbach in November 1994 for a purchase of stock of the Corporation in
August 1994.
Directors' Committees
The Board of Directors of Republic Corporation has established Audit,
Community Reinvestment Act, Credit Review, Employee Compensation and
Benefits, Executive, Finance, Investment, Nominating, Public
Responsibility and Risk Assessment Committees.
The Audit Committee of the Board of Directors of Republic Corporation,
consisting of Morris Hirsch(*), Peter Kimmelman, Leonard Lieberman,
William C. MacMillen, Jr. (Chairman), Janet L. Norwood and William P.
Rogers, recommends the selection of the independent auditors, reviews
the plan for the current year's audit and the results of the prior
year's audit, approves the non-audit professional services provided by
such auditors, and reviews and supervises the scope and adequacy of
Republic Corporation's internal audit and internal accounting controls.
No member of the Committee is an officer or employee of Republic
Corporation. During 1994, the Audit Committee held eight meetings and
took action once by Unanimous Written Consent.
The Community Reinvestment Act Committee, consisting of Albert S.
Corwen(*), Martin F. Mertz, James L. Morice (Chairman), John A.
Pancetti, Walter H. Weiner and Peter White, is responsible for, and
coordinates at the holding company level, the Community Reinvestment Act
activities of Republic Bank and RBS, including the review and
supervision of Republic Corporation's compliance with the respective
Community Reinvestment Acts of the federal government and the State of
New York. During 1994, the Community Reinvestment Act Committee held
eleven meetings.
The Credit Review Committee, consisting of Morris Hirsch, Peter
Kimmelman (Chairman), Leonard Lieberman, William C. MacMillen, Jr., E.
Daniel Morris, Janet L. Norwood, John A. Pancetti, Walter H. Weiner and
Peter White, reviews and monitors Republic Corporation's Credit Policy
Statement and the net debit cap levels. During 1994, the Credit Review
Committee held nine meetings.
The Employee Compensation and Benefits Committee, composed of three
outside directors, Peter Kimmelman, James L. Morice (Chairman) and
Wilbur M. Rabinowitz(*), oversees the compensation for officers and
employees of Republic Corporation and its subsidiaries. The Committee
considers and recommends to the Board of Directors compensation plans
and benefit programs in which officers and employees of Republic
Corporation and its subsidiaries are eligible to participate and
administers such plans and programs, with the authority to grant any
awards or benefits thereunder. During 1994, the Employee Compensation
and Benefits Committee held ten meetings.
The Executive Committee, consisting of Peter J. Mansbach (Chairman),
Peter Kimmelman, William C. MacMillen, Jr. and Walter H. Weiner, meets,
when necessary, between meetings of the Board of Directors with the
authority to exercise all the powers of the Board of Directors to the
extent permitted by law and Republic Corporation's By-Laws. During
1994, the Executive Committee held six meetings and took action eleven
times by Unanimous Written Consent.
The Finance Committee, consisting of Jeffrey C. Keil (Chairman), E.
Daniel Morris, Dov C. Schlein and Walter H. Weiner, is charged with
monitoring the capital adequacy of Republic Corporation and developing
and supervising programs to fund the capital requirements of Republic
Corporation and its subsidiaries and recommending to the Board of
Directors the means necessary to carry out such programs. Pursuant to
delegated authority from the Board of Directors, the Finance Committee
establishes the price and related terms of certain securities publicly
offered by Republic Corporation. During 1994, the Finance Committee did
not hold any meetings but instead took action twice by Unanimous Written
Consent.
The Investment Committee, consisting of Morris Hirsch, Peter Kimmelman,
Leonard Lieberman (Chairman), E. Daniel Morris, Janet L. Norwood and
John A. Pancetti, and Mr. Keil as an ex-officio member, authorizes and
supervises Republic Corporation's investments in securities and other
property. During 1994, the Investment Committee held eleven meetings.
The Nominating Committee consists of Wilbur M. Rabinowitz, Dov C.
Schlein and Walter H. Weiner (Chairman). Its principal function is to
consider and propose to the Board of Directors a slate of nominees for
election to the Board of Directors each year at the Annual Meeting of
Stockholders. Such Committee will consider candidates suggested by
stockholders by a letter directed to the Corporate Secretary of Republic
Corporation. The Nominating Committee acted in March 1995 to consider
and recommend the slate of nominees presented to the 1995 Annual Meeting
of Stockholders.
The Public Responsibility Committee consists of Ernest Ginsberg, Leonard
Lieberman, Javier Perez de Cuellar(*), Wilbur M. Rabinowitz and William
P. Rogers (Chairman). This Committee assists Republic Corporation in
endeavoring to maintain the highest legal and ethical standards as well
as assists in evaluating other aspects of Republic Corporation's
activities and proposed activities in relation to its overall public
responsibility and public image. During 1994, the Public Responsibility
Committee held five meetings.
The Risk Assessment Committee consists of Peter Kimmelman, Leonard
Lieberman, William C. MacMillen, Jr., E. Daniel Morris, Janet L. Norwood
(Chairwoman) and William P. Rogers, with Messrs. Portera, Schlein and
Weiner as ex-officio members. The Committee, established in July 1993,
was created to identify, measure and monitor risk relating to all
activities of, and products offered by, Republic Corporation, including
evaluating the methodology employed by management in determining the
nature of risk inherent in a particular activity or product. During
1994, the Risk Assessment Committee held eleven meetings.
During 1994, Republic Corporation's Board of Directors held five
meetings. With the exception of Messrs. Hasson, Perez de Cuellar,
Rogers and Jacques Tawil(*), each director attended 75 percent or more
of the aggregate number of meetings held during 1994 of the Board of
Directors of Republic Corporation and the committees thereof, if any,
on which he or she served.
__________
(*) Not standing for reelection to the Board of Directors.
Compensation of Directors and Executive Officers
Director Compensation
Directors of Republic Corporation who are also officers of Republic
Corporation or any of its subsidiaries do not receive compensation for
their services as directors.
Other directors of Republic Corporation, who are not officers of
Republic Corporation or any of its subsidiaries and who are not
otherwise compensated through additional arrangements with any such
entities, generally are paid a quarterly retainer of $1,500 to attend
directors' meetings of Republic Corporation and $500 for each meeting
they attend of the Board and $400 for each meeting they attend of a
committee of the Board of which they are a member (except that the
Chairman of the committee receives an attendance fee of $750). Other
directors of Republic Corporation, who are not officers of Republic
Corporation or any of its subsidiaries and who are otherwise compensated
through additional arrangements with any such entities, generally are
paid a quarterly retainer of $800 to attend directors' meetings of
Republic Corporation and $300 for each meeting they attend of the Board
and $250 for each meeting they attend of a committee of the Board of
which they are a member (except that the Chairman of a committee
receives an attendance fee of $400). For the fiscal year ended December
31, 1994, directors of Republic Corporation who were not officers
received retainer and meeting fees from Republic Corporation ag-
gregating $134,600.
In addition, in connection with services provided as a director,
consulting fees were paid in 1994 to Morris Hirsch in the amount of
$100,000, Janet L. Norwood in the amount of $50,000, Jacques Tawil in
the amount of $100,000 and Peter White in the amount of $59,838.
In lieu of directors' fees, William P. Rogers received an aggregate of
$150,000 for the fiscal year ended December 31, 1994 as compensation for
serving as a director of Republic Corporation as well as for serving as
a director of and a senior consultant to Republic Bank.
Executive Compensation
Compensation Committee Report
Strategy. Since 1980, when Walter H. Weiner became Chief Executive
Officer, Republic Corporation has developed an overall compensation
strategy that bases a portion of executive officer compensation in
relation to Republic Corporation's performance as measured by the
increase in its fully diluted earnings per common share ("earnings per
share") over a base year of 1979, adjusted for stock splits. This
strategy has been incorporated into the awards granted to the Chief
Executive Officer and the named executive officers under the 1994
Performance Based Incentive Compensation Plan (the "Performance Based
Plan"). The Compensation Committee believes that an increase in earnings
per share is a more accurate measure of executive performance than an
increase in cumulative total shareholder return (see the stock
performance graphs on pages 14 and 16 of this Proxy Statement).
Management has a more direct impact on earnings by being able to
increase productivity and control expenses than it does on shareholder
return which is also subject to changes in market conditions that are
beyond management's control. In connection with implementing this
strategy, Republic Corporation has a policy of maintaining base salaries
for executive officers at a constant level and uses the bonus to reflect
each executive officer's contribution to Republic Corporation's
performance.
Stock Performance Graphs. The five-year comparative stock performance
graph on page 14 is included as required by Securities and Exchange
Commission rules. As explained in the preceding paragraph, the
Compensation Committee believes that executive compensation should be
related to earnings per share rather than to cumulative total return,
and that cumulative total return over five years is not necessarily a
meaningful indicator of management's performance.
Because Republic Corporation's compensation policies are designed to
encourage executive officers to manage for the long-term rather than the
short-term, the Compensation Committee's view is that the graph on page
16 of the twenty-five year comparative stock performance gives a more
meaningful picture of the relationship between Republic Corporation's
management philosophy and its stock's market performance than does the
five-year graph.
Deductibility. In order to comply with Section 162(m) of the Internal
Revenue Code governing the deductibility of annual executive officer
compensation above $1 million, the Board of Directors of Republic
Corporation adopted, and the shareholders approved at the April 1994
Annual Meeting, the Performance Based Plan. In addition, Republic
Corporation has entered into agreements with such officers to defer any
future annual compensation in excess of the $1 million limitation,
should it become necessary to do so.
Chief Executive Officer's Compensation for 1994. Since becoming Chief
Executive Officer of Republic Corporation in January 1980, Mr. Weiner's
base salary has remained the same and his annual bonus has been related
to the amount by which the earnings per share for the year exceeds the
earnings per share for the base year of 1979, multiplied by an
attributed notional amount of shares used solely for the purpose of
calculating Mr. Weiner's bonus. This method of determining Mr.
Weiner's annual bonus was originally based on certain provisions that
existed in his employment agreement, which expired by its terms on
December 31, 1989. In 1994, the Compensation Committee granted Mr.
Weiner an award under the Performance Based Plan which effectively
continued this arrangement. Pursuant to such award, Mr. Weiner's
performance-based bonus in 1994 of $1,035,000 was determined by
multiplying $4.39 (the amount by which the earnings per share for 1994
exceeded the earnings per share in 1979, as adjusted pursuant to the
Performance Based Plan) by 236,250 (the notional amount of shares
awarded by the Committee). This notional amount of shares is based on
the amount that was used in the formula under Mr. Weiner's original
employment agreement and reflects all stock splits since the 1979 base
year.
In considering Mr. Weiner's performance, the Compensation Committee also
awarded him 5,000 shares of restricted stock pursuant to the terms of
Republic Corporation's 1985 Restricted Stock Plan when it met in March
1995 to consider restricted stock awards for the executive officers
based on performance in 1994. In 1994, the Committee awarded 5,000
shares of restricted stock to Mr. Weiner for his performance in 1993.
The decisions to grant such awards, including the determination of the
sizes thereof, were based on the Committee's subjective evaluations of
Mr. Weiner's contribution toward Republic Corporation's success in
expanding its income, client base and products and its overall
performance in 1993 and 1994.
Compensation Policies Applicable to Executive Officers for 1994. The
Performance Based Plan also determined the 1994 performance-based bonus
compensation of the executive officers below the level of Chief
Executive Officer. By using the increase in earnings per share as the
basis of determining this portion of the annual bonuses below the level
of Chief Executive Officer, Republic Corporation is giving recognition
to the fact that the management is shared by the Chief Executive Officer
and the other executive officers as a team and, therefore, the
performance of Republic Corporation, as measured by the increase in
earnings per share, reflects the joint efforts of the group.
Accordingly, each executive officer's award under the Performance Based
Plan reflects such officer's responsibilities in relation to those of
the Chief Executive Officer and to the overall management of Republic
Corporation.
The Compensation Committee awarded an amount of notional shares for each
executive officer pursuant to the Performance Based Plan which took into
consideration each such relationship, which was then multiplied by the
increase in earnings per share in 1994 over the base year established
by the Committee (i.e., 1979), as was the case for the Chief Executive
Officer. The Committee also considered the recommendations of the Chief
Executive Officer, which, in this regard, were part of a subjective
evaluation of the performance of the individual executive officer and
the relevant business units, in determining a supplemental annual bonus
for executive officers below the level of Chief Executive Officer. The
Committee may award all or part of either the plan-based or supplemental
portion of the bonus in the form of restricted stock.
The restricted stock awarded in March 1995 will be issued pursuant to
the terms of Republic Corporation's 1985 Restricted Stock Plan. The
restricted stock award to Mr. Keil made by the Compensation Committee
in March 1995, including the determination of the size thereof, was
based on the subjective evaluation by the Chief Executive Officer and
the Compensation Committee of his individual performance in 1994. A
portion of the restricted stock awards received by Messrs. Portera and
Schlein in March 1995 was based on the subjective evaluation by the
Chief Executive Officer and the Compensation Committee of their
individual performances in 1994, and a portion of such awards was made
in connection with amounts payable related to corporate performance in
1994 pursuant to the Performance Based Plan. The restricted stock
awarded in May 1994, to Messrs. Keil, Portera and Schlein was awarded
pursuant to the terms of the 1985 Restricted Stock Plan and such awards,
including the determination of the size thereof, were based on the
subjective evaluation by the Chief Executive Officer and the
Compensation Committee of their individual performances in 1993. In
determining the restricted stock awards, the Chief Executive Officer and
the Compensation Committee also considered each executive officer's
total compensation for the previous three years.
Conclusion. Through the programs described above, a significant portion
of Republic Corporation's executive officer compensation is based on
corporate performance and an evaluation of the results of each
officer's individual performance. For 1994, approximately 75% of the
executive compensation of the Chief Executive Officer and the executive
officers below the level of the Chief Executive Officer consisted of
these variable performance-related elements. The Compensation Committee
intends to continue its policy of relating executive compensation to
corporate performance, as measured by the increase in earnings per
share, as well as to individual performance. In addition, taking into
account Republic Corporation's efforts to control expenses, and in
recognition of management's cautious approach to uncertainties in the
coming year, the Compensation Committee determined that it was
appropriate that Mr. Weiner's and the other executive officers' total
compensation decrease from 1993 levels. Thus, even though earnings per
share increased by 9% in 1994, Mr. Weiner's total compensation for 1994
decreased 12.1% from 1993 levels and aggregate total compensation for
the other executive officers decreased 10.9% from 1993 levels.
JAMES L. MORICE, Chairman
PETER KIMMELMAN
WILBUR M. RABINOWITZ (*)
__________
(*) Not standing for reelection to the Board of Directors.
Summary Compensation Table
The following table sets forth the cash and noncash compensation for
each of the last three fiscal years awarded to or earned by the Chief
Executive Officer and the four other most highly compensated executive
officers of Republic Corporation.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Restricted Stock All Other
Name and Principal Position Year Salary ($) Bonus ($) Awards ($)<F1><F2><F3> Compensation ($)<F4>
- --------------------------- ---- ---------- --------- ---------------------- --------------------
<S> <C> <C> <C> <C> <C>
Walter H. Weiner 1994 220,750 1,035,000 240,625 7,763
Chairman of the Board and 1993 220,750 1,255,000 228,437 7,763
Chief Executive Officer of 1992 220,750 732,375 248,750 7,763
Republic Corporation and
of Republic Bank
Jeffrey C. Keil 1994 220,000 1,035,000 240,625 7,763
President of Republic Cor- 1993 220,000 1,388,000 228,437 7,763
poration and Vice Chair- 1992 220,000 1,162,862 - 7,763
man of the Board of
Republic Bank
Dov C. Schlein 1994 200,000 730,000 240,625 7,763
Vice Chairman of Republic 1993 200,000 850,000 228,437 7,763
Corporation and President 1992 200,000 650,000 248,750 7,763
of Republic Bank
Cyril S. Dwek 1994 250,000 700,000 - 7,763
Vice Chairman of Republic 1993 200,000 775,000 - 7,763
Corporation and Vice 1992 200,000 525,000 - 7,763
Chairman of the Board
of Republic Bank
Vito S. Portera 1994 300,000 450,000 192,500 7,763
Vice Chairman of Republic 1993 300,000 550,000 182,750 7,763
Corporation and Vice 1992 300,000 425,000 199,000 7,763
Chairman of the Boards
of Republic Bank and of
RBS
__________________________________
<FN>
<F1> Awards of restricted stock have been made pursuant to the terms of Republic Corporation's 1985
Restricted Stock Plan to Walter H. Weiner, Jeffrey C. Keil, Dov C. Schlein and Vito S. Portera. As of
December 31, 1994, Mr. Weiner owned an aggregate of 10,000 restricted shares (5,000 of which were awarded
on May 17, 1994 for 1993 performance, and 5,000 of which were awarded on April 21, 1993 for 1992
performance), Mr. Keil owned an aggregate of 5,000 restricted shares (all of which were awarded on May 17,
1994 for 1993 performance), Mr. Schlein owned an aggregate of 14,500 restricted shares (including 5,000
shares awarded on May 17, 1994 for 1993 performance and 5,000 shares awarded on
April 21, 1993 for 1992 performance), and Mr. Portera owned an aggregate of 11,000 restricted shares (of
which 4,000 shares were awarded on August 1, 1994 for 1993 performance and 4,000 shares were awarded on
April 21, 1993 for 1992 performance).
The value of these restricted shares was calculated by multiplying the closing market price of Republic
Corporation's Common Stock on the date of the award by the number of shares awarded. At December 31,
1994, such shares of restricted stock awarded to Messrs. Weiner, Keil, Schlein and Portera had an aggregate
value of $452,500, $226,250, $656,125, and $497,750, respectively.
<F2> Pursuant to the terms of Republic Corporation's 1985 Restricted Stock Plan, participants in such Plan
receive all dividends paid on their shares of restricted stock, or may be given the option by the
Compensation Committee to elect to receive additional restricted shares in lieu of such dividend payments.
Under the 1995 Long-Term Incentive Stock Plan, participants will continue to receive all dividends paid on
their restricted shares, or may be given the option by the Compensation Committee to elect to receive
additional restricted shares in lieu of such dividend payments.
<F3> Awards of restricted shares to executive officers for corporate or individual performance in 1994 under
Republic Corporation's 1985 Restricted Stock Plan have been made by the Compensation Committee at a meeting
on March 6, 1995. For 1994, a portion of Mr. Schlein's and Mr. Portera's restricted stock award constituted
part of their Performance Based Plan compensation for such year.
<F4> The compensation reported represents the amount of the annual company allocations under the Profit
Sharing and Savings Plan. Each executive officer is fully vested in such amounts under the Plan.
</FN>
</TABLE>
Aggregated Fiscal Year End Option Values
The following table sets forth the value of any unexercised options held
by executive officers named in the Summary Compensation Table at
December 31, 1994.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End (#) at Fiscal Year End ($)
Name Exercisable<F1>/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <S> <C>
Walter H. Weiner -0- -0- -0- -0-
Jeffrey C. Keil -0- -0- -0- -0-
Dov C. Schlein 22,500 -0- 486,877 -0-
Cyril S. Dwek -0- -0- -0- -0-
Vito S. Portera 11,250 -0- 243,439 -0-
_____________________
<FN>
<F1> Such options were granted at the market price on January 15, 1986 (the date of
grant) pursuant to Republic Corporation's 1985 Incentive Stock Option Plan and 1985
Stock Option Plan. They became exercisable on January 15, 1991 and will continue to
be exercisable as to all or any part thereof until January 15, 1996.
</FN>
</TABLE>
Pension Plan
The following table sets forth the estimated annual benefits payable
upon retirement at age 65 in 1995 pursuant to Republic Bank's Retire-
ment Plan (which is a defined benefit plan) in relation to specified
classifications of average base salary for the highest paid five
consecutive years during the last ten years of employment (excluding
bonuses, overtime and other adjustments to base salary) and years of
creditable service:
<TABLE>
<CAPTION>
Average Annual Salary
for Five Highest Paid Years of Service
Consecutive Years
During Last Ten Years 15<F1> 20<F1> 25<F1> 30<F1> 35<F1>
<S> <C> <C> <C> <C> <C>
$125,000 . . . . . . . . $29,931 $39,908 $49,885 $59,862 $62,987
150,000 . . . . . . . 36,306 48,408 60,510 72,612 76,362
175,000 <F2> . . . . . 36,306 48,408 60,510 72,612 76,362
200,000 <F2> . . . . . 36,306 48,408 60,510 72,612 76,362
225,000 <F2> . . . . . 36,306 48,408 60,510 72,612 76,362
250,000 <F2> . . . . . 36,306 48,408 60,510 72,612 76,362
300,000 <F2> . . . . . 36,306 48,408 60,510 72,612 76,362
400,000 <F2> . . . . . 36,306 48,408 60,510 72,612 76,362
450,000 <F2> . . . . . 36,306 48,408 60,510 72,612 76,362
500,000 <F2> . . . . . 36,306 48,408 60,510 72,612 76,362
___________
<FN>
<F1> During 1995, the maximum annual benefit as a result of the Tax Reform Act of 1986 is $120,000.
<F2> These figures have been limited by the annual compensation cap of $150,000 in 1995 resulting from
the Omnibus Budget and Reconciliation Act of 1993.
</FN>
</TABLE>
The amounts in the foregoing table do not reflect various survivorship
options which participants may elect under the Retirement Plan and,
depending on the survivorship arrangement chosen, such amounts could be
substantially reduced.
The following table presents (a) the credited years of service pursuant
to the Retirement Plan and (b) the current remuneration covered by the
Plan (i.e., base salary) for each of the five most highly compensated
executive officers of Republic Corporation.
<TABLE>
<CAPTION>
Credited Years Covered By
Name of Service Retirement Plan <F1>
<S> <C> <C>
Walter H. Weiner . . . . 15 $240,000
Jeffrey C. Keil . . . . 20 240,000
Dov C. Schlein . . . . . 18 200,000
Cyril S. Dwek . . . . . 29 200,000
Vito S. Portera . . . . 26 300,000
_____________________
<FN>
<F1> Such amounts are subject to an annual compensation cap of $150,000
for 1995 in accordance with the Omnibus Budget and Reconciliation Act
of 1993.
</FN>
</TABLE>
Benefits under the Retirement Plan are based on the participant's base
salary (which does not include bonuses, expense allowances, profit
sharing contributions, fees, overtime and other special payments) and
length of employment. The Retirement Plan provides that, in general,
the normal benefit to which a participant is entitled at or after age
65 or after completion of at least 30 years of service is an annual
amount equal to: 1.2% of average annual compensation (as defined) up to
covered compensation (as defined) plus 1.7% of average annual
compensation in excess of covered compensation, times years of service
up to 30, plus .5% of average annual compensation times the number of
years of service in excess of 30 years of service. For purposes of the
Plan, average annual compensation means the participant's average
compensation during the participant's highest paid five consecutive
years of employment during the participant's last ten years of
employment and covered compensation means the average of the Social
Security wage bases for the 35 years ending with the participant's
Social Security retirement age (which is between ages 65 and 67
depending on the year the participant was born). For example, the
covered compensation amount for a participant attaining age 65 in 1995
is $25,920.
Employment Agreements
Vito S. Portera, a director and executive officer of Republic
Corporation, has an employment agreement with Republic Corporation and
Republic Bank dated as of May 27, 1988, as amended March 7, 1989. The
agreement provides for a base annual salary of $300,000 ($100,000 of
which is for Mr. Portera's continuing service as Chairman of the Board
of Republic International Bank of New York, Republic Bank's Miami,
Florida Edge Act subsidiary) and an annual bonus of not less than
$200,000. For the fiscal year ended December 31, 1994, Mr. Portera
received a cash bonus of $450,000 (which amount is included in the
Summary Compensation Table above). Also, pursuant to his agreement, in
1988, Mr. Portera was awarded 18,000 shares (27,000 shares after giving
effect to the 3-for-2 stock split distributed in October 1991) of
Restricted Stock with a five-year Restricted Period. For tax planning
purposes, the end of such Restricted Period was accelerated to December
31, 1992 along with the Restricted Periods for certain awards of
Restricted Stock to all senior officers of Republic Corporation. At
such date, such shares had a fair market value of $1,262,250. At the
time he entered into his agreement, Mr. Portera received a twenty-three
year residential first mortgage loan from Republic Corporation to
finance the purchase of his relocated residence in New York State in the
amount of $1,000,000 at an annual interest rate of 10% with principal
payments commencing in the ninth year. As of December 31, 1994, the
outstanding principal amount of Mr. Portera's mortgage had been reduced
to $488,611. Also, effective February 1994, Republic Corporation and
Mr. Portera agreed to a modification of the rate payable on the mortgage
to 6.125%, adjustable every three years until maturity on May 1, 2023.
Mr. Portera's agreement provides that its term will be automatically
extended for three successive annual terms unless (i) Republic
Corporation and Republic Bank elect not to extend Mr. Portera's
employment for a successive term upon at least one year's written notice
given prior to the commencement of such successive annual term or (ii)
Mr. Portera elects not to extend his employment for a successive term
upon at least six months' written notice given prior to the commence-
ment of such successive annual term. In accordance with such provision,
the term of Mr. Portera's agreement has been extended for two years
until December 31, 1996.
Five-Year Comparative Stock Performance
The following graph compares the cumulative total shareholder return on
the Common Stock of Republic Corporation for the last five fiscal years
with the cumulative total return on the Standard & Poor's 500 Stock
Index and the Standard & Poor's Money Center Bank Index over the same
period (assuming the investment of $100 in the Common Stock of Republic
Corporation, the S&P 500 and the S&P Money Center Banks on December 31,
1989, and reinvestment of all dividends).
[GRAPH - Comparison of Five-Year Cumulative Total Return Among Republic
New York Corporation, S&P 500 Stock Index and S&P Money Center Banks Index -
has been omitted. The information set forth in such graph is found in the
table "Comparison of Five-Year Cumulative Total Return . . ." below.]
<TABLE>
Comparison of Five-Year Cumulative Total Return
Among Republic New York Corporation, S&P 500 Stock Index and S&P
Money Center Banks Index
<CAPTION>
Measurement Period Republic Corporation S&P Money Center Banks
(Fiscal Year Covered) (formerly Republic Bank) S&P 500 Index (formerly S&P Banks NYC)
- --------------------- ------------------------ ------------- ------------------------
<S> <C> <C> <C>
Measurement Point:
12/31/89 $ 100 $ 100 $ 100
FYE 12/31/90 99 97 69
FYE 12/31/91 144 126 101
FYE 12/31/92 148 152 137
FYE 12/31/93 150 166 168
FYE 12/31/94 150 168 164
</TABLE>
Twenty-Five Year Comparative Stock Performance
Generally, Republic Corporation's Common Stock is viewed as a long-term
investment. The following table of the values at the relevant year end
accompanies the graph on the next page to provide a comparison of
the cumulative total shareholder return on the Common Stock of Republic
Corporation, since its issuance in July 1974 (when Republic Corporation
became the holding company for Republic Bank) and prior thereto on the
Common Stock of Republic Bank, since 1969, with the cumulative total return
on the Standard & Poor's 500 Stock Index and the Standard & Poor's Money
Center Bank Index (the Standard & Poor's Banks New York City Index prior
to April 1987) over the same period (assuming the investment of $100 in
the Common Stock of Republic Corporation's predecessor, Republic Bank,
the S&P 500 and the S&P Money Center Banks' predecessor, the S&P Banks
New York City, on December 31, 1969, and reinvestment of all dividends as
indicated under the graph).
<TABLE>
<CAPTION>
Measurement Period Republic Corporation S&P Money Center Banks
(Fiscal Year Covered) (formerly Republic Bank) S&P 500 Index (formerly S&P Banks NYC)
<S> <C> <C> <C>
Measurement Point:
12/31/69 $ 100 $ 100 $ 100
FYE 12/31/70 129 104 108
FYE 12/31/71 132 119 122
FYE 12/31/72 241 142 159
FYE 12/31/73 138 121 179
FYE 12/31/74 84 89 121
FYE 12/31/75 95 122 132
FYE 12/31/76 141 151 157
FYE 12/31/77 141 139 131
FYE 12/31/78 195 148 141
FYE 12/31/79 227 175 158
FYE 12/31/80 559 232 190
FYE 12/31/81 716 220 218
FYE 12/31/82 750 267 272
FYE 12/31/83 748 327 304
FYE 12/31/84 846 347 355
FYE 12/31/85 1,127 457 522
FYE 12/31/86 1,948 541 604
FYE 12/31/87 1,545 569 445
FYE 12/31/88 1,530 664 587
FYE 12/31/89 1,881 874 720
FYE 12/31/90 1,867 847 497
FYE 12/31/91 2,708 1,105 725
FYE 12/31/92 2,780 1,325 986
FYE 12/31/93 2,825 1,447 1,213
FYE 12/31/94 2,815 1,466 1,184
</TABLE>
[Graph - Comparison of Twenty-Five Year Cumulative Total Return Among Republic
New York Corporation, S&P 500 Stock Index and S&P Money Center Banks Index -
has been omitted. The information set forth in such graph is found in the
table "Comparison of Twenty-Five Year Cumulative Total Return . . ." above.]
Transactions with Management
and Related Persons
During 1994, certain directors and executive officers of Republic
Corporation or persons related to them were customers of, and had
transactions with, Republic Corporation and its subsidiaries, including
Republic Bank and RBS, in the ordinary course of business; additional
transactions may be expected to take place in the ordinary course of
business in the future. In most cases, all such outstanding loans and
commitments were made upon substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than
normal risks of collectibility or present other unfavorable features.
In addition, Republic Corporation carries mortgage loans made to three
executive officers (all of whom are also directors of Republic
Corporation), outstanding in the aggregate principal amount of
$2,809,564 as of December 31, 1994. Such loans were made at more
favorable effective rates, including the waiver of "points", than were
available to customers of Republic Bank and RBS generally, although no
more favorable than the terms available to other employees of Republic
Corporation and its subsidiaries who are not executive officers.
Safra Republic Holdings S.A. ("Safra Republic"), a Luxembourg holding
company established by Republic Corporation in 1988, holds five European
banks and its stock is held, as of December 31, 1994, by Republic Bank
(48.8%), by Saban S.A. ("Saban"), a Panamanian corporation wholly-owned
by Edmond J. Safra (20.7%), and by international investors (30.5%).
Safra Republic and Republic Bank, although independently managed,
cooperate closely and have formulated their policies based on certain
common principles. Each of Safra Republic's banks and Republic Bank
also acts as principal correspondent bank to each other's respective
locations around the world. At December 31, 1994, Safra Republic had
total assets of $12.5 billion, total deposits of $9.4 billion and total
stockholders' equity of approximately $1.2 billion.
In addition, Republic National Bank of New York (Suisse) S.A. ("RNB
Suisse"), the Geneva-based banking subsidiary of Safra Republic and an
affiliate of Republic Bank, leases office space in various locations in
Geneva, Switzerland for use in its banking business from Edmond J.
Safra and several real estate companies owned by Mr. Safra. Such
transactions involved aggregate rental payments for 1994 of
approximately $7,949,000. The rents pursuant to all such leases are
based on independent appraisals of the fair rental value of such
properties. Such transactions were conducted in the normal course of
business on substantially the same terms as those prevailing for
comparable transactions with other persons and do not involve more than
the normal risk of collectibility nor present other unfavorable
features.
Messrs. Dwek, Keil and Weiner, who are directors and executive officers
of Republic Corporation and Republic Bank, are also directors of Safra
Republic. Accordingly, situations will arise from time to time in which
potential conflicts of interest could arise for such persons. In
addition, the nature of the businesses of Safra Republic's banks and
Republic Bank is such that competing interests among such companies may
also arise with respect to, among other things, areas of business in
which such companies compete, business dealings among such companies,
the election of directors, issuances of capital stock, declaration of
dividends and similar corporate matters, corporate opportunities in
which such companies have an interest and other matters involving the
use of Republic Bank's trade name and trademarks and Republic Bank's
legal and regulatory status.
There are no agreements or arrangements that restrict or otherwise
govern competition between the two organizations in markets where both
are entitled or wish to act, nor is either of them obligated to advise
the other of particular business opportunities. All business
transactions between Safra Republic's banks and Republic Bank are
conducted on an arm's-length basis, and it is their intention to resolve
all such conflicts described above consistent with each organization's
responsibilities to its shareholders.
As of December 31, 1994, approximately 28.6% of Republic Corporation's
Common Stock was beneficially owned, through three wholly-owned
corporations, by Edmond J. Safra. See "Ownership of Voting Securities
- - Certain Beneficial Owners" below. Mr. Safra, in addition to being the
principal stockholder of Republic Corporation, is Honorary Chairman of
the Boards of Directors of Republic Corporation and Republic Bank. Mr.
Safra is also Chairman of the Board of Safra Republic and of RNB Suisse.
As Chairman of the Board of RNB Suisse, Mr. Safra earned approximately
$764,000 during 1994 for services performed for RNB Suisse. The advice
of Mr. Safra, as Republic Corporation's principal stockholder, is often
sought by Republic Corporation with respect to major policy decisions
and other significant matters.
In addition, Republic Corporation and its subsidiaries, principally
Republic Bank and its subsidiaries, have a broad range of business
relationships with Banco Safra, a Brazilian banking corporation, and its
United States national bank subsidiary, Safra National Bank of New York,
and Banque Safra-Luxembourg S.A., a Luxembourg banking corporation,
which are related through family members to Edmond J. Safra. Such
relationships include credit transactions, deposit relationships,
foreign exchange dealings, precious metals dealings, and securities
clearing transactions. Such transactions have been conducted in the
normal course of Republic Corporation's business on substantially the
same terms as those prevailing for comparable transactions with other
customers or suppliers and have not involved more than normal risks of
collectibility or any other unfavorable features.
Ownership of Voting Securities
Certain Beneficial Owners
Set forth below is certain information as of December 31, 1994 as to the
persons who own, or are known by Republic Corporation to own,
beneficially more than five percent of the outstanding Common Stock of
Republic Corporation.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Address of Beneficial Ownership of Class
<S> <C> <C>
Edmond J. Safra . . . . 15,032,812(a)<F1> 28.6%
2, Place du Lac
Geneva, Switzerland
Mellon Bank Corporation . . 4,052,000(b)<F2> 7.7%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
___________________
<FN>
<F1>(a) Mr. Safra is the principal stockholder of Republic Corporation
through his ownership of all the outstanding shares of Saban, which owns
15,003,036 shares of Republic Corporation (including 14,473,958 shares
through its wholly-owned subsidiary, RNYC Holdings Limited, a Gibraltar
bank holding company), and of another corporation which owns 29,776
shares of Republic Corporation.
Mr. Safra, through Saban and RNYC Holdings Limited, has received
approval from the Board of Governors of the Federal Reserve System to
acquire up to two million additional shares of Republic Corporation
Common Stock, which approval lapses on April 28, 1995, unless extended.
If all such shares of Common Stock were acquired, Mr. Safra would
increase his ownership to approximately 32.5% of the Corporation's
outstanding Common Stock. As of March 8, 1995, Mr. Safra had acquired
91,850 additional shares, bringing his stock ownership to 15,124,662
shares or 28.9% of the outstanding Common Stock.
<F2>(b) Mellon Bank Corporation and various of its direct or indirect
subsidiaries (including but not limited to the subsidiaries of The
Boston Company, Inc.) beneficially own such shares of Republic
Corporation in their various fiduciary capacities. As a result, another
entity in every instance is entitled to dividends or proceeds of sale.
</FN>
</TABLE>
Management
Information concerning the beneficial ownership of Republic
Corporation's Common Stock by each director is set forth in the table
under "Election of Directors" above. The following table shows, as of
December 31, 1994, the beneficial ownership of Republic Corporation's
Common Stock by all directors and executive officers of Republic
Corporation as a group.
Amount and Nature Percent
of Beneficial Ownership of Class
All directors and executive
officers as a group (19 persons) . . 455,605 shs. .9%
APPROVAL OF 1995 LONG-TERM INCENTIVE STOCK PLAN
Description of 1995 Long-Term Incentive Stock Plan
The following description of the Plan is a summary, does not purport to
be detailed and is qualified in its entirety by reference to the
provisions of the Plan itself. A copy of the Plan is attached hereto,
and additional copies may be obtained by writing to the Corporate
Secretary, Republic New York Corporation, 452 Fifth Avenue, New York,
New York 10018.
General. The Board of Directors has adopted the 1995 Long-Term
Incentive Stock Plan (the "Plan") which is being submitted for the
approval of the stockholders of Republic Corporation at this Annual
Meeting. The Plan is designed to consolidate Republic Corporation's
1985 Incentive Stock Option Plan, 1985 Non-Qualified Stock Option Plan,
and 1985 Restricted Stock Plan (together, the "Prior Plans") on an on-
going basis and provides for the award of Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
and Phantom Stock (as such terms are defined below) and other stock-
based awards (each, an "Award"), all on a stand-alone, combination or
tandem basis, to eligible persons. (Awards previously granted under the
Prior Plans will remain outstanding and be administered in compliance
with the terms and conditions of the applicable Prior Plan.) Assuming
stockholder approval, awards will be granted, beginning with the 1995
Plan Year. The Plan provides that it shall terminate on the tenth
anniversary of its approval.
Class of Persons Eligible to Receive Awards. The Plan is designed to
attract and retain officers and employees of Republic Corporation and
its subsidiaries who make a material contribution to the successful
operation of Republic Corporation and its subsidiaries. Participants
in the Plan are also eligible to participate in Republic Corporation's
other incentive compensation and bonus plans.
Administration. The Plan will be administered by the Employee Compensa-
tion and Benefits Committee (the "Committee") of the Board of Directors
of Republic Corporation, the members of which will consist solely of
members of the Board of Directors who are "disinterested persons" within
the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and are "outside directors"
for purposes of Section 162(m)(4)(C) of the Internal Revenue Code of
1986, as amended (the "Code"). No member of the Committee (see
"Directors' Committees" above under "Election of Directors") may be
granted an award under the Plan.
The Plan provides that the Committee shall have full authority to (i)
designate from among those eligible the persons who will participate in
the Plan ("Participants"); (ii) determine the type or types of Awards
to be granted to each Participant under the Plan; (iii) determine the
number of shares of Republic Corporation Common Stock ("Shares") to be
covered by (or with respect to which payments, rights or other matters
are to be calculated in connection with) Awards; (iv) determine the
terms and conditions of any Award; (v) determine whether, to what
extent, and under what circumstances Awards may be settled or exercised
in cash, Shares, other securities, or other property or cancelled,
forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards,
or other property, and other amounts payable with respect to an Award
under the Plan shall be deferred either automatically or at the election
of the holder thereof or of the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or
Award made under, the Plan; (viii) establish, amend, suspend, or waive
such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. The
Committee will have the power to vary or waive any provision of the Plan
in respect of a Participant and his Award in order to satisfy the terms
of such Participant's employment contract with the Republic Corporation
or a subsidiary and to eliminate any conflict between such contract and
the provisions of the Plan, subject to Rule 16b-3 and Section 162(m) of
the Code and the rules and regulations promulgated thereunder.
Material Features of the Plan. Options (each, an "Option") to purchase
Shares, which may be non-qualified or incentive stock options, may be
granted under the Plan at an exercise price determined by the Committee
at the time the Option is granted; provided, however, that in the case
of (i) an Option granted to a "covered employee" within the meaning of
Section 162(m)(3) of the Code and (ii) an incentive stock option, the
exercise price will be at least 100% of the fair market value of a Share
determined on the date of grant (110% of fair market value in the case
of an incentive stock option granted to a ten percent stockholder).
In the case of Options, if a Participant's employment with Republic
Corporation or any of its subsidiaries or affiliates is terminated by
reason of the Participant's death or disability, or if the Participant
dies within three months of the date of retirement from such employment,
all outstanding Options of such Participant shall become exercisable by
the Participant or the Participant's legal representative, beneficiary,
heir or transferee, as the case may be, within one year from the date
of such death or disability, except to the extent that such Options
expire by their terms during such one-year period prior to the exercise
thereof. Upon Retirement from such employment (as defined in the Plan),
a Participant's outstanding Options become immediately exercisable in
full for the three-month period following such retirement; any Options
not exercised during that period, or which expire by their terms during
that period prior to the exercise thereof, shall terminate. If a
Participant's employment with Republic Corporation or any of its
subsidiaries or affiliates is terminated by reason of (i) discharge by
Republic Corporation or such subsidiary or affiliate for cause or (ii)
voluntary separation on the part of the Participant, unless Republic
Corporation or his employing company or companies otherwise consents,
any outstanding Option, whether exercisable or unexercisable, will be
forfeited. A Participant who leaves such employment for a reason other
than death, disability, Retirement, termination for cause or voluntary
separation on the part of the Participant without the consent of
Republic Corporation or his employing company or companies may exercise
his or her outstanding Options during the three-month period following
such departure, subject to the expiration of Options which by their
terms expire during such period prior to exercise thereof.
An Award of restricted stock ("Restricted Stock") is an award of Shares
which is subject to such restrictions as the Committee deems
appropriate, including forfeiture conditions and restrictions on
transfer for a period specified by the Committee. In the case of
Restricted Stock, if a Participant's employment with Republic
Corporation or any of its subsidiaries or affiliates is terminated by
reason of the Participant's death or disability, the Participant or the
Participant's legal representative, beneficiary, heir or transferee, as
the case may be, shall be entitled to the Shares of Restricted Stock of
such Participant, free of any and all restrictions imposed at the time
of grant, and Republic Corporation will deliver such Shares to such
person within sixty days of receipt by the Committee of evidence
satisfactory to establish such death or disability and, if applicable,
the right of such legal representative, beneficiary, heir or transferee
to receive such Shares. The Committee will establish rules regarding
the right of Participants to elect to receive additional Shares of
Restricted Stock in lieu of any dividends which would otherwise be
payable on account of Shares of Restricted Stock held by such a
Participant. If a Participant's employment is terminated for any reason
other than death or disability, all shares of Restricted Stock will be
forfeited.
An Award of phantom stock ("Phantom Stock") entitles the recipient, upon
lapse of any restrictions, to the fair market value (in cash or shares
of Common Stock) of one share of Republic Corporation's Common Stock for
each Phantom Stock Share. An Award of Stock Appreciation Rights
("SARs") entitles the recipient to receive (in cash or shares of Common
Stock) the difference between the fair market value of a share of Common
Stock on the date of exercise of the SAR and the exercise price (which
shall not be less than the fair market value of such share of Common
Stock on the date of grant). In the case of Phantom Stock and SARs,
the grant price, term, methods of exercise, methods of settlement, risk
of forfeiture and any other terms and conditions of an Award shall be
determined by the Committee at the time of the grant, reflected in the
Award notification and subject to the terms of the Plan and any
applicable Award Agreement.
The Committee may also grant to Participants such other Awards that are
denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares and deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms
of the Plan, the Committee shall determine the terms and conditions of
such Awards at the time of grant.
A Participant's rights and interests under the Plan (including the right
to payment of any unpaid Award) may not be assigned or transferred
except in the case of the Participant's death to the Participant's
designated beneficiary or, in the absence of such designation, by will
or the laws of descent and distribution. Notwithstanding the foregoing,
the Committee may approve the transfer of Options by a Participant to
one or more members of the Participant's immediate family or to a trust
(including a revocable trust) for the benefit thereof. No Award shall
be subject to execution, attachment or other process.
Number of Shares. There will be 1,140,801 shares of Common Stock of
Republic Corporation available for Awards pursuant to the Plan,
representing the number of shares authorized for awards, but not
presently awarded, under the Prior Plans. Such number of Shares is
subject to adjustment in the event of a reorganization,
recapitalization, merger, consolidation, spin-off, extraordinary
dividend or other distribution or similar transaction. Each Award,
including Awards of Phantom Stock and SARs, shall reduce the number of
shares remaining, with the exception that any Shares which are forfeited
by the Participant in accordance with the terms of the Plan, and any
shares underlying an Award of Options, Phantom Stock or SARs which are
allowed to lapse or expire or are forfeited in accordance with the terms
of the Award shall be added back to the number of shares available for
Awards.
The maximum number of Shares that may be awarded to any single
Participant during any one-year period pursuant to one or more awards
of Options or SARs under the Plan is 100,000 Shares in total.
Amendment and Termination. The Plan may be terminated at any time, or
modified or amended from time to time, in any case by the affirmative
vote of the holders of a majority of the outstanding shares of the
Common Stock of Republic Corporation present or represented and entitled
to vote at a duly held stockholders' meeting. The Board of Directors
may at any time terminate the Plan or, from time to time, modify or
amend the Plan as it may deem advisable; provided, however, that the
Board of Directors may not make any amendments to the Plan without
stockholder approval where such approval is required to comply with Rule
16b-3 or any other applicable law, regulation or stock exchange rule;
provided, further, however, that no such amendment or termination may
affect the rights of a Participant under an outstanding Award without
the consent of the Participant.
Awards. Awards for the 1995 Plan Year, which are not currently
determinable, are to be made at a meeting of the Committee scheduled to
be held prior to May 16, 1995.
Certain Federal Income Tax Consequences of Options. Certain of the
federal income tax consequences to optionees and Republic Corporation
of Options granted under the Plan should generally be as set forth in
the following summary.
An employee to whom an incentive stock option (an "Incentive Stock
Option") which qualifies under Section 422 of the Code is granted will
not recognize income at the time of grant or exercise of such Option.
No federal income tax deduction will be allowable to the employee's
employer upon the grant or exercise of such Incentive Stock Option.
However, upon the exercise of an Incentive Stock Option, any excess in
the fair market value of the Common Stock over the exercise price
generally will be included in the employee's alternative minimum taxable
income. When the employee sells such shares more than one year after
the date of transfer of such shares and more than two years after the
date of grant of such Incentive Stock Option, the employee will normally
recognize a long-term capital gain or loss equivalent to the difference,
if any, between the sale prices of such shares and the exercise price.
If the employee does not hold such shares for the required period, when
the employee sells such shares, the employee will recognize ordinary
compensation income (unless the amount realized on the sale of such
shares is less than or equal to the aggregate Option exercise price for
such shares), and possibly capital gain or loss in such amounts as are
prescribed by the Code and the regulations thereunder and the employee's
employer will generally be entitled to a federal income tax deduction
in the amount of the ordinary compensation income.
An employee to whom an Option which does not qualify under Section 422
of the Code (a "Non-Qualified Option") is granted will not recognize
income at the time of the grant of such Option. When such employee
exercises such Non-Qualified Option, the employee will recognize
ordinary compensation equal to the difference, if any, between the
exercise price paid and the fair market value, as of the date of Option
exercise, of the shares the employee receives. The tax basis of such
shares to such employee will be equal to the exercise price paid plus
the amount includible in the employee's gross income, and the employee's
holding period for such shares will commence on the date on which the
employee recognized taxable income in respect of such shares. Subject
to the applicable provisions of the Code and regulations thereunder,
the employee's employer will generally be entitled to a federal income
tax deduction in respect of a Non-Qualified Option in an amount equal
to the ordinary compensation income recognized by the employee.
Stockholder Approval
The Board of Directors recommends a vote FOR the approval of the 1995
Long-Term Incentive Stock Plan. Approval of the Plan requires the
affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy and entitled to vote. For purposes of
determining such number of shares present or represented and entitled
to vote with respect to the Plan, abstentions will be counted (and will
therefore be the equivalent of a "No" vote), but broker non-votes will
not be counted. Edmond J. Safra, who owns approximately 28.9% of the
outstanding Common Stock (see "Ownership of Voting Securities" above)
as of the date hereof, has indicated his intention to vote his shares
in favor of such approval.
APPROVAL OF SELECTION OF AUDITORS
The Board of Directors considers it appropriate to submit for approval
by the stockholders its selection of KPMG Peat Marwick LLP, as auditors
of the financial statements of Republic Corporation for the current
fiscal year. KPMG Peat Marwick LLP, independent certified public
accountants, have examined the financial statements of Republic
Corporation since it commenced operations in 1974. Such firm has also
examined the financial statements of Republic Bank since 1966 and of
RBS since 1987.
The appointment of the firm was recommended to the Board of Directors
of Republic Corporation by its Audit Committee. No member of the Audit
Committee is an officer or employee of Republic Corporation. A
representative of the firm will be present at the meeting to make a
statement, if he desires to do so, and to respond to appropriate ques-
tions by stockholders.
The Board of Directors recommends a vote FOR the approval of the
selection of auditors.
MISCELLANEOUS
Other Matters
As of the date hereof, Republic Corporation has not been informed of any
matters to be presented by or on behalf of Republic Corporation or its
Board of Directors for action at the meeting other than those listed in
the notice of meeting and referred to herein. If any other matters come
before the meeting or any adjournment thereof, it is intended that the
proxies will be voted in respect thereof in accordance with the judgment
of the person or persons voting the proxies.
Stockholders' Proposals
If any stockholder intends to present a proposal for inclusion in the
proxy material for the 1996 Annual Meeting, such stockholder's proposal
must be received by November 15, 1995 at Republic Corporation's
executive offices at 452 Fifth Avenue, New York, New York 10018,
Attention: the Corporate Secretary. The submission must also meet the
other requirements of Rule 14a-8 of the Securities and Exchange
Commission applicable to stockholder proposals.
Solicitation of Proxies
The cost of solicitation of proxies will be borne by Republic
Corporation. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone and telegraph. Banks,
brokerage houses and other institutions, nominees or fiduciaries will
be requested to forward the soliciting material to their principals and
to obtain authorizations for the execution of proxies. Directors,
officers and regular employees of Republic Corporation and Republic Bank
may also solicit proxies by such methods without additional remuneration
therefor. Republic Corporation will, upon request, reimburse banks,
brokerage houses and other institutions, nominees and fiduciaries for
expenses in forwarding proxy solicitation material to their principals.
General
Only stockholders of record at the close of business on March 8, 1995
will be entitled to notice of and to vote at the meeting. Stockholders
are urged to mark, date and sign the enclosed form of proxy, solicited
on behalf of the Board of Directors, and return it at once in the
envelope enclosed for that purpose. Unless instructed otherwise,
proxies will be voted for the election of directors, for approval of the
1995 Long-Term Incentive Plan and for approval of the selection of audi-
tors. On any such matter generally a vote of a majority of the votes
cast on the matter will be required for approval. Broker non-votes and
abstentions will not be counted for purposes of determining the number
of votes cast. The proxy does not affect the right to vote in person
at the meeting and may be revoked prior to its exercise by appropriate
notice to the undersigned.
Dated: March 15, 1995
New York, New York
By Order of the Board of Directors,
WILLIAM F. ROSENBLUM, JR.,
Senior Vice President and
Corporate Secretary
[Front Side]
PROXY
REPUBLIC NEW YORK CORPORATION
PROXY
Annual Meeting of Stockholders
May 16, 1995
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints, jointly and severally, Peter Kimmelman,
James L. Morice and William C. MacMillen, Jr., each with the power to appoint
his substitute, and hereby authorizes them to vote all shares of Republic New
York Corporation Common Stock that the undersigned is entitled to vote, at
the Annual Meeting of Stockholders of the Corporation to be held at 452 Fifth
Avenue, City and State of New York, on May 16, 1995, at 11:00 A.M., or any
adjournment thereof, in accordance with the instructions on the reverse side
hereof and in their discretion upon such other business as may properly come
before the meeting.
Unless instructions are given on the reverse side, this Proxy will be voted
FOR the election of nominees for director, FOR Item 2, and FOR Item 3 listed
on the reverse side hereof. With respect to matters as to which
discretionary authority is granted above, this Proxy will be voted in
accordance with the best judgment of the proxies hereinabove appointed.
Please mark, date and sign this Proxy on the reverse side hereof and return
it promptly whether or not you expect to attend the meeting. You may
nevertheless vote in person if you do attend.
(Continued and to be signed on other side)
[Back Side]
PLEASE MARK YOUR CHOICE ON ITEMS 1, 2, AND 3 LIKE THIS X IN BLUE OR BLACK
INK.
____________________ ____________
ACCOUNT NUMBER COMMON
The Board of Directors recommends a vote "FOR ALL NOMINEES" in Item 1.
Item 1 -- Election of the following nominees as Directors: K. Andersen,
C. Dwek, E. Ginsberg, N. Hasson, J. Keil, P. Kimmelman, L. Lieberman,
W. MacMillen, P. Mansbach, M. Mertz, J. Morice, E. Daniel Morris,
J. Norwood, J. Pancetti, V. Portera, W. Rogers, D. Schlein,
W. Weiner, P. White.
FOR WITHHOLD Withhold for the following only: (Write the
ALL FOR ALL name of the nominee(s) in the space below)
NOMINEES NOMINEES
____ _____ ____________________________________________
The Board of Directors recommends a vote "FOR" Item 2.
Item 2 - Approval of 1995 Long-Term Incentive Stock Plan
For Against Abstain
___ ___ ___
The Board of Directors recommends a vote "FOR" Item 3.
Item 3 - Approval of selection of auditors
For Against Abstain
___ ___ ___
I PLAN TO ATTEND MEETING ___
Receipt is hereby acknowledged of the Republic New York Corporation Notice
of Meeting and Proxy Statement.
Signature(s)___________________________________ Date_______________, 1995
NOTE: Please sign as name appears hereon. Joint owners should each sign.
If signer is a corporation, please sign the full corporate name by duly
authorized officer. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Appendix A
Republic New York Corporation
Proxy Statement
Annual Meeting of Stockholders
May 16, 1995
Graphic Image Material Cross-Reference Index
Information Conveyed by
Omitted Graphic Image Omitted Graphic Image
- --------------------- -----------------------
Graphs:
Comparison of Five-Year Cumulative The information presented graphically
Total Return Among Republic New York has been replaced in this filing by a
Corporation, S&P 500 Stock Index and tabular presentation of such infor-
S&P Money Center Banks Index, omitted mation inserted where the graph would
from page 14. appear.
Comparison of Twenty-Five Year The information presented graphically
Cumulative Total Return Among is presented in this filing by the
Republic New York Corporation, S&P tabular presention found immediately
Stock Index and S&P Money Center preceding where the graph would
Banks Index, omitted from page 16. appear.
Proxy Statement
Dated March 15, 1995
Republic New York Corporation
EXHIBIT INDEX
No. Exhibit Description
99 1995 Long-Term Incentive Stock Plan
EXHIBIT A
LONG-TERM INCENTIVE STOCK PLAN
OF
REPUBLIC NEW YORK CORPORATION AND ITS SUBSIDIARIES
Section 1. Purpose.
The Long-Term Incentive Stock Plan (the "Plan") is designed to attract
and retain the services of selected employees who are in a position to make
a material contribution to the successful operation of the business of
Republic New York Corporation and its subsidiaries. The Plan provides for
the granting of stock options, stock appreciation rights, restricted stock,
phantom stock, other stock-based awards or any combination of the foregoing
to eligible participants.
Section 2. Definitions.
For the purpose of the Plan, the following terms shall have the
meanings set forth below:
(a) "Affiliate" means any related entity designated by the Committee.
(b) "Award" means an Incentive Stock Option, Non-Qualified Stock
Option, Stock Appreciation Right, Restricted Stock, Phantom Stock or Other
Stock-Based Award.
(c) "Award Agreement" means a written agreement setting forth the
terms and conditions of each Award made under the Plan.
(d) "Board of Directors" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Committee" means the Employee Compensation and Benefits Committee
of the Board of Directors or such other committee of the Board of Directors
as may be designated by the Board of Directors from time to time to
administer the Plan. The members of the Committee shall consist solely of
members of the Board of Directors who are "disinterested persons" within
the meaning of Rule l6b-3 and are "outside directors" for purposes of
Section 162(m)(4)(C) of the Code.
(g) "Company" means Republic New York Corporation.
(h) "Employee" means an employee of the Company or a Subsidiary.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(j) "Fair Market Value" means, with respect to a Share, the average of
the high and low sales prices of a Share as reported on the New York Stock
Exchange Composite Tape on the valuation date, or, if there were no sales
reported on the valuation date, on the next preceding date on which such
prices were reported.
(k) "Incentive Stock Option" means an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422
of the Code or any successor provision thereto.
(l) "Non-Qualified Stock Option" means an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.
(m) "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.
(n) "Other Stock-Based Award" means any right granted under Section
6(e) of the Plan.
(o) "Participant" means a person who has been selected by the
Committee to receive an Award under the Plan.
(p) "Phantom Stock" means any rights granted under Section 6(d) of the
Plan.
(q) "Plan Year" means the calendar year.
(r) "Restricted Period" means the period or periods designated by the
Committee in respect of any Award of Restricted Stock or any part or parts
of such Award.
(s) "Restricted Stock" means the Shares that have been granted to a
Participant subject to the restrictions referred to in Section 6(c)(ii), so
long as such restrictions are in effect.
(t) "Retirement" means retirement under the Company's, a Subsidiary's
or an Affiliate's retirement plan and shall include early retirement if
available under such retirement plan.
(u) "Rule l6b-3" means Rule l6b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act or any successor rule or
regulation thereto.
(v) "Shares" means shares of common stock, par value $5.00 per share,
of the Company.
(w) "Stock Appreciation Right" means any right granted under Section
6(b) of the Plan.
(x) "Subsidiary" means any corporation or other legal entity, domestic
or foreign, more than 50% of the voting equity of which is owned or
controlled, directly or indirectly, by the Company.
Section 3. Plan Administration.
(a) The Plan shall be administered by the Committee. Subject to the
terms of the Plan, the Committee shall have full authority to (i) designate
Participants from among those eligible, (ii) determine the type or types of
Awards to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by (or with respect to which payments,
rights, or other matters are to be calculated in connection with) Awards;
(iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances (taking into
consideration, among other things, the avoidance of liability under Section
16(b) of the Exchange Act) Awards may be settled or exercised in cash,
Shares, other securities, or other property, or canceled, forfeited, or
suspended; (vi) determine whether, to what extent and under what
circumstances cash, Shares, other securities, other Awards, or other
property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take
any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time, and shall be
final, conclusive, and binding upon all persons, including the Company, any
Subsidiary, any Participant, any holder or beneficiary of any Award, any
Share owner, and any Employee.
(b) The Committee shall have the power to vary or waive any provision
of the Plan in respect of a Participant and his Award in order to satisfy
the terms of such Participant's employment contract with the Company or a
Subsidiary and to eliminate any conflict between such contract and the
provisions of the Plan, subject to Rule 16b-3 and Section 162(m) of the
Code and the rules and regulations promulgated thereunder.
(c) The Committee shall have the power to vary or waive any terms or
conditions under any Award (other than an Option or Stock Appreciation
Right granted to a "covered employee" within the meaning of Section 162(m)
of the Code and the rules and regulations promulgated thereunder)
theretofore granted, prospectively or retroactively, to the extent
permitted by Rule 16b-3.
(d) No waiver or variance of any provision of the Plan or an Award
pursuant to this Section 3 may materially adversely affect the rights
conferred by an Award without the consent of the recipient thereof.
Section 4. Capital Stock Subject to the Provisions of the Plan.
(a) The Shares awarded under the Plan may be authorized but unissued
Shares as the Board of Directors may from time to time determine. Subject
to adjustment pursuant to Section 11 hereof, the total number of Shares
available and reserved for the grant of Awards under the Plan (including as
to Awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares, such number of
Shares) shall be 1,140,800 Shares.
(b) Subject to Section 4(a) hereof and to the restrictions imposed by
Rule 16b-3 and Section 422 of the Code, there shall be available for Awards
under the Plan: (i) Shares represented by Options to the extent such
Options are cancelled, forfeited, surrendered, terminated or expire
unexercised; (ii) the excess number of Shares subject to variable Awards
that become fixed at less than the maximum number of Shares subject to such
Awards; and (iii) Shares of Restricted Stock that have been forfeited.
Section 5. Eligibility.
Any Employee or officer of the Company or any Subsidiary selected by the
Committee is eligible to receive an Award.
Section 6. Awards.
(a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:
(i) Exercise Price. The exercise price per Share purchasable
under an option shall be determined by the Committee at the time the Option
is granted; provided, however, in the case of an Option granted to a
"covered employee" within the meaning of Section 162(m)(3) of the Code and
the regulations issued thereunder, the exercise price per Share shall be at
least 100% of the Fair Market Value of a Share, determined at the time the
Option is granted.
(ii) Option Term. The term of each Option shall be fixed by the
Committee at the time the Option is granted, but such term shall not exceed
ten years from the date of grant.
(iii) Time and Method of Exercise. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part,
and the method or methods by which, and the form or forms, including,
without limitation, cash, Shares, or any combination thereof, having a fair
market value on the exercise date equal to the relevant exercise price, in
which payment of the exercise price with respect thereto may be made or
deemed to have been made.
(iv) Effect of Termination of Employment. Death or Disability.
A. In the event of termination of the employment or other
relationship of a Participant with the Company, a Subsidiary or an
Affiliate following the date of issuance of an Option to him either by
reason of (i) a discharge by the Company, a Subsidiary or an Affiliate for
cause or (ii) voluntary separation on the part of the Participant and
without the written consent of the Company or his employing company or
companies, any outstanding Option, whether exercisable or unexercisable,
shall be cancelled and terminated forthwith.
B. In the event of termination of the employment or other
relationship of a Participant with the Company, a Subsidiary or an
Affiliate (otherwise than by reason of his death, disability or Retirement
or pursuant to Section 6(a)(iv)(A)), such Participant (or any person or
entity that acquired such Option by gift or otherwise) may exercise, within
three months after such termination, any outstanding Option but only to the
extent that the Option is otherwise exercisable at the time of such
termination and only to the extent that the Option does not by its terms
expire prior to the exercise thereof. Any Option to the extent that it is
unexercisable at the time of such termination shall be cancelled and
terminated forthwith. After such three-month period, such Option to the
extent otherwise outstanding shall be deemed cancelled and terminated
forthwith.
C. Subject to Section 6(a)(iv)(D), if the employment of a
Participant with the Company, a Subsidiary or an Affiliate shall be
terminated by reason of the Participant's Retirement, any outstanding
Option held by a Participant shall thereupon become immediately exercisable
in full and the Participant or such person or entity that acquired such
Option by gift or otherwise shall have the right, at any time within three
months after such Retirement, to exercise such Option to the extent that
such Option does not by its terms expire prior to the exercise thereof.
After such three-month period, such Option to the extent otherwise
outstanding shall be deemed cancelled and terminated forthwith.
D. If a Participant dies while employed by, or engaged in
such other relationship with, the Company, any Subsidiary or any Affiliate
or shall die within three months after his Retirement, any outstanding
Option shall, to the extent permitted by Rule 16b-3, become immediately
exercisable in full and the estate of the Participant or any person or
entity that acquired such Option by bequest or inheritance or any person or
entity that acquired such Option by gift or otherwise shall have the right
at any time within one year after the death of the Participant to exercise
such Option, but only to the extent that the Option by its terms does not
expire prior to the exercise thereof. After such one-year period, such
Option to the extent otherwise outstanding shall be deemed cancelled and
terminated forthwith. The Committee in its discretion may, at any time
before or after the grant of an Option, extend the one-year period for
exercise provided in the first and second preceding sentences by a period
of up to two additional years.
E. In the event of the termination of employment or other
relationship of a Participant by reason of the Participant's disability,
any outstanding Option held by the Participant or any person or entity that
acquired such Option by gift or otherwise shall (to the extent permitted by
Rule 16b-3) thereupon become immediately exercisable in full and the
Participant or such person or entity that acquired such Option by gift or
otherwise shall have the right to exercise such Option held by him or it
at any time within one year after such termination, but only to the extent
the Option by its terms does not expire prior to the exercise thereof.
After such one-year period, such Option to the extent otherwise outstanding
shall be deemed cancelled and terminated forthwith. For purposes of the
Plan, a Participant is "disabled" if he or she is unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than 12 months. The Committee shall determine the form and manner of
proof acceptable to establish the fact of disability.
(v) Incentive Stock Options. The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, as amended from time to time, or any
successor provision thereto, and any regulations promulgated thereunder.
To the extent Section 422 of the Code, as amended from time to time,
requires certain provisions to be set forth in a written plan, said
provisions are incorporated herein by reference and, to the extent
inconsistent with the Plan, such provisions shall control. In addition to
any other terms and provisions required by Section 422 of the Code and by
Sections 6(a)(i) through (iv), Incentive Stock Options shall be subject to
the following conditions:
A. Incentive Stock Options shall be granted only to
Employees.
B. Except as provided in Section 6(a)(v)(C), the exercise
price of each Share subject to an Incentive Stock Option shall be at least
100% of the Fair Market Value of a Share, determined at the time the Option
is granted.
C. A Participant shall not, immediately before an Incentive
Stock Option is granted, own stock representing more than 10% of the voting
power or value of all classes of stock of the Company or a Subsidiary.
This requirement shall not be applicable if (i) the exercise price of each
Share subject to the Incentive Stock Option to be granted is at least 110%
of the Fair Market Value of a Share, determined at the time the Option is
granted, and (ii) the Option is not exercisable after the expiration of
five years from the date such Option is granted.
D. To the extent that the aggregate Fair Market Value
(determined at the time(s) of the grant of the Option(s)) of the stock with
respect to which Incentive Stock Options are exercisable for the first time
by the Participant during any calendar year exceeds $100,000, such Options
shall be treated as Non-Qualified Stock Options.
E. Up to the maximum number of Shares available for the
grant of Awards shall be available for the grant of Incentive Stock
Options.
(b) Stock Appreciation Rights. The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants. Subject to the terms of
the Plan and any applicable Award Agreement, a Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to
receive, upon exercise thereof, as determined by the Committee, cash in an
amount of, or Shares having a Fair Market Value equal to, the excess of (i)
the Fair Market Value of one Share on the date of exercise over (ii) the
grant price of the Stock Appreciation Right as specified by the Committee,
which shall not be less than the Fair Market Value of one Share on the date
of the grant of the Stock Appreciation Right. Subject to the terms of the
Plan, the grant price, term, methods of exercise, methods of settlement,
the rights (if any) upon termination of employment or other relationship
and any other terms and conditions of any Stock Appreciation Right shall be
as determined by the Committee at the time of grant and set forth in the
Award Agreement, but in no event shall a Stock Appreciation Right have a
term in excess of ten years. If granted in connection with an Option, such
Stock Appreciation Rights shall be subject to the same terms and conditions
as the related Option. The Committee may impose such conditions or
restrictions on the exercise of any Stock Appreciation Right as it may deem
appropriate.
(c) Restricted Stock. The Committee is hereby authorized to grant
Awards of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent
with the provisions of the Plan as the Committee shall determine.
(i) Restricted Period. The Restricted Period with respect to
each award of Restricted Stock shall be determined by the Committee at the
time the Restricted Stock is awarded.
(ii) Transferability. Shares of Restricted Stock awarded to
Participants may not be sold, assigned, transferred, pledged or otherwise
encumbered during the Restricted Period applicable to such Shares, except
as hereinafter provided. Except for such restrictions, the Participant, as
owner of such Shares, shall have all the rights of a stockholder, including
(but not limited to) the right to receive all dividends paid on such Shares
(subject to the provisions of Section 6(c)(iii)) and the right to vote such
Shares.
(iii) Reinvestment of Cash Dividends. Subject to the terms,
conditions and guidelines provided or to be provided by the Committee,
Participants who have been awarded Shares of Restricted Stock and who have
been selected by the Committee (whether before or after the grant) to be
eligible under this Section 6(c)(iii) shall be entitled to elect in writing
to receive, in lieu of the cash dividends, if any, that would otherwise be
paid on such Shares, additional Shares of Restricted Stock, which shall be
subject to such restrictions and other terms and conditions as are
established by the Committee in accordance with Section 3 hereof.
(iv) Registration. Any Restricted Stock granted under the Plan
may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a
stock certificate or certificates. If any stock certificate is issued in
respect of Shares of Restricted Stock granted under the Plan, such
certificate shall be registered in the name of the Participant and shall
bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Restricted Stock.
(v) Termination of Employment. Unless the Committee determines
otherwise, if the employment or other relationship of a Participant with
the Company, a Subsidiary or an Affiliate terminates for any reason (other
than death or disability), all Shares of Restricted Stock theretofore
awarded to him shall, upon such termination, be forfeited and returned to
the Company. If a Participant's employment or other relationship
terminates by reason of death or disability, then any Shares of Restricted
Stock owned by such Participant shall become free of the restrictions
imposed by Section 6(c)(ii), and the Company will deliver such Shares to
him or his legal representative, beneficiary, heir or transferee within 60
days of the Committee's receipt of evidence satisfactory to establish such
death or disability and, if applicable, the right of such legal
representative, beneficiary, heir or transferee to receive such Shares.
(vi) Issuance of Shares. As soon as practicable after the
restrictions imposed by Section 6(c)(ii) expire, the Company shall deliver
to the Participant (or his legal representative, beneficiary, heir or
transferee) a certificate, without a legend referred to in Section 6(c)(iv)
hereof, representing the number of Shares equal to the number of Shares of
Restricted Stock as to which the restrictions have expired.
(d) Phantom Stock. The Committee is hereby authorized to grant
shares of Phantom Stock to Participants. Subject to the terms of the Plan
and any applicable Award Agreement, a share of Phantom Stock granted under
the Plan shall confer on the Participant a right to receive, upon
redemption thereof, as determined by the Committee, cash in an amount of,
or Shares having a Fair Market Value equal to, the Fair Market Value of one
Share on the date of redemption. Subject to the terms of the Plan, the
Committee shall determine at the time of grant the term, methods of
redemption, methods of settlement, the rights (if any) upon termination of
employment or other relationship, whether and on what terms a Participant
shall be entitled to a cash dividend paid with respect to a Share during
the period a share of Phantom Stock is outstanding, and any other terms and
conditions of any share of Phantom Stock. The Committee may impose such
conditions or restrictions on the redemption of any share of Phantom Stock
as it may deem appropriate.
(e) Other Stock-Based Awards. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or
related to, Shares, as are deemed by the Committee to be consistent with
the purposes of the Plan. Subject to the terms of the Plan, the Committee
shall determine the terms and conditions of such Awards at the time of
grant.
Section 7. Award Agreements.
Each Award under the Plan shall be evidenced by an Award Agreement
setting forth the terms and conditions of the Award and executed by the
Company and the Participant.
Section 8. Assignability.
Each Award granted under the Plan shall be transferable only by will
or the laws of descent and distribution. An Award granted under the Plan
shall be exercisable or redeemable, during the lifetime of the Participant
only by the Participant to whom the Award is granted. Notwithstanding the
foregoing and to the extent permitted by Rule 16b-3, the Committee, in its
discretion, may at any time permit, subject to such terms and conditions as
the Committee may impose, the transfer by gift of an Option by any
Participant solely to one or more members of the Participant's immediate
family or to a trust (including a revocable trust) for the benefit thereof;
it being understood that such Option shall continue to be subject to
termination upon the death, disability or termination of employment of such
Participant pursuant to Sections 6(a)(iv)(A) through (E). Notwithstanding
the foregoing, an Option transferred in accordance with the provisions of
this Section 8 by a Participant to a revocable trust shall be reacquired by
the Participant upon the revocation of such trust.
Except as otherwise provided in this Section 8, no Award granted under
the Plan or any of the rights and privileges thereby conferred shall be
transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and no such Award, right, or privilege shall
be subject to execution, attachments or similar process. Upon any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of the Award,
or of any right or privilege conferred thereby, contrary to the provisions
hereof, or upon the levy of any attachment or similar process upon such
Award, right or privilege, the Award and such rights and privileges shall
immediately become null and void.
Section 9. Other Terms and Conditions.
(a) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to Shares covered by an Award until the date the
Participant is the holder of record of such Shares. No adjustment will be
made for dividends or other rights for which the record date is prior to
such date.
(b) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.
(c) Withholding. The Company and any Subsidiary shall be authorized
to withhold from any Award granted or any payment due or transfer made
under any Award or under the Plan, or from any other payment due to the
Participant, the amount (in cash or Shares or any combination thereof) of
withholding taxes due in respect of an Award, its exercise, or any payment
or transfer under such Award or under the Plan and to take such other
action as may be necessary in the opinion of the Company or Subsidiary to
satisfy all obligations for the payment of such taxes, including, without
limitation, the imposition of conditions intended to avoid liability
against the individual under Section 16(b) of the Exchange Act.
(d) Restrictions on Sale and Exercise. With respect to officers of
the Company, for purposes of Section 16 of the Exchange Act, and if
required to comply with such Act and the rules promulgated thereunder, no
Share acquired by such person pursuant to the grant of any Award or the
exercise or redemption thereof, as the case may be, may be sold until after
six months from the date of the grant of the Award.
(e) Transfers to and from the Company, a Subsidiary or an Affiliate.
So long as the Participant remains (or immediately thereafter becomes) an
employee, officer or director of, or a consultant to, the Company, any
Subsidiary or any Affiliate, the termination of such Participant's
employment or other relationship with the Company or any Subsidiary or any
Affiliate shall not be deemed to constitute a termination of employment or
of such other relationship for purposes of the Plan.
(f) Maximum Awards. The maximum number of Shares that may be issued
to any single Participant during any one-year period during the term of the
Plan pursuant to any one or more grants of Options and Stock Appreciation
Rights under the Plan is 100,000 Shares in total.
Section 10. Termination, Modification and Amendments.
(a) The Plan may be terminated at any time or may be modified or
amended from time to time by the affirmative vote of the holders of a
majority of the outstanding shares of the capital stock of the Company
present or represented and entitled to vote at a duly held stockholders'
meeting.
(b) The Board of Directors may at any time terminate the Plan or from
time to time make such modifications or amendments of the Plan as it may
deem advisable; provided, however, that the Board of Directors shall not
make any amendments to the Plan without the approval of at least the
affirmative vote of the holders of a majority of the outstanding shares of
the capital stock of the Company present or represented and entitled to
vote at a duly held stockholders' meeting where such approval is required
to comply with Rule 16b-3 or any other applicable law, regulation or stock
exchange rule.
(c) No termination, modification or amendment of the Plan may
materially adversely affect the rights conferred by an Award without the
consent of the recipient thereof.
Section 11. Recapitalization.
The aggregate number of Shares as to which Awards may be granted to
Participants, the number of Shares thereof covered by each outstanding
Award, and the price per share thereof in each such Award, shall all be
proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a subdivision or consolidation of Shares or
other capital adjustment, or the payment of a stock dividend or other
increase or decrease in such Shares, effected without receipt of
consideration by the Company, or other change in corporate or capital
structure; provided, however, that any fractional shares resulting from any
such adjustment shall be eliminated. The Committee may also make the
foregoing changes and any other changes, including changes in the classes
of securities available, to the extent it is deemed necessary or desirable
to preserve the intended benefits of the Plan for the Company and the
Participants in the event of any other reorganization, recapitalization,
merger, consolidation, spin-off, extraordinary dividend or other
distribution or similar transaction, to the extent permitted by Rule 16b-3
and Section 422 of the Code.
Section 12. Miscellaneous.
(a) No Right to Employment. No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of, or in any
other relationship with, the Company, a Subsidiary or an Affiliate.
Further, the Company, each Subsidiary and each Affiliate expressly reserves
the right at any time to dismiss a Participant free from any liability or
any claim under the Plan, except as provided herein or in any Award
Agreement issued hereunder.
(b) Governing Law. To the extent that federal laws do not otherwise
control, the Plan shall be construed in accordance with and governed by the
laws of the State of New York.
(c) Savings Clause. The Plan is intended to comply in all respects
with applicable laws and regulations, including, with respect to those
Participants who are officers for purposes of Section 16 of the Exchange
Act, Rule 16b-3. If any one or more of the provisions of the Plan shall be
held invalid, illegal or unenforceable in any respect under applicable law
and regulation (including Rule 16b-3), the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby and the invalid, illegal or unenforceable provision
shall be deemed null and void; however, to the extent permissible by law,
any provision which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit the Plan to be construed in
compliance with all applicable laws (including Rule l6b-3) so as to foster
the intent of the Plan.
(d) Allocation of Awards. The Committee shall from time to time make
such allocations of the expense of Awards among the Company and its
Subsidiaries as it shall deem appropriate.
(e) Effect on Other Employee Compensation. The Plan shall not be
deemed an exclusive method of providing incentive compensation for the
Employees, nor shall it preclude the Board of Directors from authorizing or
approving other forms of incentive compensation. No Award under the Plan
shall be taken into account in determining a Participant's compensation for
the purposes of any group life insurance or other employee benefit plan.
(f) Deductibility Under Section 162(m) of the Code. Awards granted
under the Plan to Participants whom the Committee reasonably believes may
be subject to Section 162(m) of the Code shall not be exercisable, and
payment under the Plan in connection with such an Award shall not be made,
unless and until the Committee has determined in its sole discretion that
such exercise or payment would not be subject to Section 162(m) of the
Code.
Section 13. Effective Date and Term.
The Plan shall become effective in the Plan Year in which it is first
approved by the holders of a majority of the Shares having voting power
present in person or represented by proxy at a duly constituted meeting of
the stockholders at which a quorum is present. With respect to the first
Plan Year, and any subsequent Plan Years in which stockholder approval is
required to amend the Plan, the Committee may make awards subject to
approval of the holders of the Common Stock at the next Annual Meeting
thereof. The Plan shall terminate on the tenth anniversary of the
effective date of the Plan. No Awards shall be granted after the
termination of the Plan.
