As filed with the Securities and Exchange Commission on January 13, 1998.
Registration No. 333-24851
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________
BECKMAN INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware 95-1040600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Harbor Boulevard, Fullerton, California 92834
(Address of principal executive offices)
BECKMAN INSTRUMENTS, INC. INCENTIVE COMPENSATION PLAN OF 1990
(Full title of the plan)
William H. May, Esq.
Vice President, General Counsel and Corporate Secretary
Beckman Instruments, Inc.
2500 Harbor Boulevard
Fullerton, California 92834
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(714) 871-4848
___________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, par value 2,000,000(1), (2) $41.0625(3) $82,125,000(3) $24,887(3)(4)
$.10 per share shares
(1)This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, other rights
to purchase or acquire the shares of Common Stock covered
by the Prospectus and, pursuant to Rule 416, an additional
indeterminate number of shares and rights which by reason
of certain events specified in the Plan may become subject
to the Plan.
(2)Each share is accompanied by a common share purchase right
pursuant to the Registrant's Rights Agreement, dated March
28, 1989, as amended, with First Chicago Trust Company of
New York, as Rights Agent.
(3)Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on April 2, 1997, as reported on
the New York Stock Exchange and published in the Western
Edition of the Wall Street Journal.
(4)The total registration fee of $24,887 was previously paid
upon the initial filing of this Registration Statement on
April 9, 1997.
</TABLE>
The Exhibit Index included in this Registration Statement
is at page 7.
The Prospectus which contains the
information required pursuant to Section
10(a) of the Securities Act of 1933, as
amended, relates to Registration Statement
Nos. 33-41519 and 33-66990, each on Form S-8,
which were previously filed by the Registrant
with the Securities And Exchange Commission.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").
Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT*
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Beckman Instruments, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1996;
(b) Quarterly Reports on Forms 10-Q for the Company's fiscal
periods ended March 31, 1997, June 30, 1997, and
September 30, 1997;
(c) Current Reports on Forms 8-K dated September 22, 1997,
October 15, 1997, and October 31, 1997; and
(d) The description of the Company's Common Stock contained
in its Registration Statement on Form 8-A, filed with
the Commission on or about April 25, 1989, together with
the amendment thereto filed on July 2, 1992.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference into the prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein
or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or amended, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by William H. May,
Vice President, General Counsel and Secretary of the Company. Mr.
May is compensated by the Company, the holder of options to acquire
shares of Common Stock, and a Plan participant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
The information and contents of Registration Statement
Nos. 33-41519 and 33-66990, each on Form S-8, which were previously
filed with the Commission by the Registrant are incorporated herein
by reference. Except for required opinions, consents, signature
pages and any information required in this Registration Statement
that is not in the above mentioned Registration Statements, the
information required by Part II to be contained in this
Registration Statement is omitted in accordance with General
Instruction E to Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Fullerton, State of California, on January 7, 1998.
BECKMAN INSTRUMENTS, INC.
By: /s/ Louis T. Rosso
Louis T. Rosso
Its: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities indicated on the 7th day of January,
1998.
SIGNATURE TITLE
/s/ Louis T. Rosso Chairman of the Board, Chief
Louis T. Rosso Executive Officer and Director
(Principal Executive Officer)
* Vice President, Finance, Chief
Dennis K. Wilson Financial Officer and Director
(Principal Financial Officer)
* Vice President and Controller
James T. Glover (Controller)
Director
Peter B. Dervan, Ph.D
* Director
Dennis C. Fill
* Director
Carolyne K. Davis, Ph.D
* Director
Gavin S. Herbert
* Director
Betty Woods
* Director
Francis P. Lucier
* Director
Hugh K. Coble
* Director
Charles A. Haggerty
* Director
William N. Kelley, M.D.
* Director
C. Roderick O'Neil
* Director
John P. Wareham
*By: /s/ Louis T. Rosso
Louis T. Rosso
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX*
Exhibit
Number Description
4.1 Amendments to the Beckman Instruments, Inc.
Incentive Compensation Plan of 1990 (referred
to therein as the "1990 Plan") adopted by the
Company's Board of Directors on
December 5, 1997.
4.2 Beckman Instruments, Inc. Option Gain
Deferral Program.
5. Opinion of Company Counsel (opinion re
legality).**
23.1 Consent of Independent Accountants.
23.2 Consent of Company Counsel (included in
Exhibit 5).**
24. Power of Attorney (included in this
Registration Statement under "Signatures").**
___________________________________________________
* Each exhibit index and exhibit of Registration Statement Nos. 33-
41519 and 33-66990, each on Form S-8, which were previously filed
with the Commission by the Registrant, are incorporated herein by
reference.
** This exhibit was filed as an exhibit to Registration Statement
No. 333-24851, which was previously filed with the Commission by
the Registrant and which is being amended by this Registration
Statement, and is incorporated herein by reference.
AMENDMENTS TO THE BECKMAN INSTRUMENTS, INC.
INCENTIVE COMPENSATION PLAN OF 1990 (THE "1990 PLAN")
ADOPTED DECEMBER 5, 1997
1. The definition of "Incentive" in Section 2 of the 1990 Plan
is amended to read as follows:
"'Incentive' means any option, restricted stock, performance
award, or award of Stock Units granted or issued under this
Plan."
2. Section 2 of the 1990 Plan is amended by adding the
following definition immediately after the definition of "Shares"
therein:
"'Stock Unit' means a non-voting unit of measurement which
is deemed for bookkeeping purposes to be equivalent to one
outstanding Share (subject to adjustment)."
3. Section 4 of the 1990 Plan is amended by inserting the
following sentence after the second sentence thereof:
"In addition, through the year 2001, the Committee may grant
Stock Units to selected employees as dividend equivalents
under and as set forth in the Beckman Instruments, Inc.
Option Gain Deferral Program (the "Deferral Program") and
may deliver Shares in respect to such Stock Units as set
forth in or pursuant to the selected employee's Alternative
Exercise Agreement (as defined in the Deferral Program) and
the Deferral Program."
4. Section 10 of the 1990 Plan is amended by adding the
following paragraph at the end thereof:
"Notwithstanding the provisions of Section 4 and this
Section 10 regarding the term of this Plan, all authority of
the Board and the Committee with respect to options and
awards hereunder, including (subject to Share limits) the
authority to amend outstanding options and awards shall
continue after the term of this Plan, so long as any option
or award remains outstanding."
BECKMAN INSTRUMENTS, INC.
OPTION GAIN DEFERRAL PROGRAM
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I PURPOSE AND AUTHORIZED SHARES. . . . . . . . . . . . 1
1.1. PURPOSES . . . . . . . . . . . . . . . . . . . . . . 1
1.2. SHARES AVAILABLE . . . . . . . . . . . . . . . . . . 1
1.3. RELATIONSHIP TO PLANS. . . . . . . . . . . . . . . . 1
ARTICLE II DEFINITIONS. . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III PARTICIPATION . . . . . . . . . . . . . . . . . . 6
3.1. GENERAL PARTICIPATION REQUIREMENTS . . . . . . . . . 6
3.2. MANNER AND TIMING OF ELECTION. . . . . . . . . . . . 6
3.3. ABILITY TO REVOKE ELECTION.. . . . . . . . . . . . . 6
3.4. APPROVAL BY COMMITTEE. . . . . . . . . . . . . . . . 6
3.5. EXECUTION OF ALTERNATIVE EXERCISE AGREEMENT BY
THE COMPANY. . . . . . . . . . . . . . . . . . . . . 6
ASARTICLE IVALTERNATIVE EXERCISE OF OPTIONS. . . . . . . . . . . 7
4.1. FORM OF AGREEMENT. . . . . . . . . . . . . . . . . . 7
4.2. LIMITED ABILITY TO EXERCISE OPTION . . . . . . . . . 7
4.3. TERMINATION OF ALTERNATIVE EXERCISE AGREEMENTS . . . 7
4.4. OTHER TERMS OF ALTERNATIVE EXERCISE AGREEMENTS . . . 7
ARTICLE V STOCK UNIT ACCOUNTS. . . . . . . . . . . . . . . . . 8
5.1. CREDITING OF STOCK UNITS . . . . . . . . . . . . . . 8
5.2. DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT
ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 8
5.3. VESTING. . . . . . . . . . . . . . . . . . . . . . . 8
5.4. DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . 8
5.5. ADJUSTMENTS IN CASE OF CHANGES IN COMMON STOCK.. . . 9
5.6. COMPANY'S RIGHT TO WITHHOLD. . . . . . . . . . . . . 10
ARTICLE VI ADMINISTRATION . . . . . . . . . . . . . . . . . . . 11
6.1. THE ADMINISTRATOR. . . . . . . . . . . . . . . . . . 11
6.2. COMMITTEE ACTION . . . . . . . . . . . . . . . . . . 11
6.3. RIGHTS AND DUTIES. . . . . . . . . . . . . . . . . . 11
6.4. INDEMNITY AND LIABILITY. . . . . . . . . . . . . . . 12
6.5. CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . 12
ARTICLE VII PROGRAM CHANGES AND TERMINATION . . . . . . . . . 14
7.1. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . 14
7.2. TERM . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . 15
8.1. LIMITATION ON PARTICIPANT'S RIGHTS . . . . . . . . . 15
8.2. BENEFICIARY DESIGNATION. . . . . . . . . . . . . . . 15
8.3 PAYMENTS TO MINORS OR PERSONS UNDER INCAPACITY . . . 16
8.4. STOCK UNITS AND OTHER BENEFITS NOT ASSIGNABLE;
OBLIGATIONS BINDING UPON SUCCESSORS. . . . . . . . . 16
8.5. EMPLOYMENT TAXES . . . . . . . . . . . . . . . . . . 16
8.6. GOVERNING LAW; SEVERABILITY. . . . . . . . . . . . . 16
8.7. COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . 16
8.8. PROGRAM CONSTRUCTION . . . . . . . . . . . . . . . . 17
8.9. HEADINGS NOT PART OF PROGRAM . . . . . . . . . . . . 17
EXHIBIT A ALTERNATIVE EXERCISE AGREEMENT . . . . . . . . . . .A-1
<PAGE>
BECKMAN INSTRUMENTS, INC.
OPTION GAIN DEFERRAL PROGRAM
ARTICLE I
PURPOSE AND AUTHORIZED SHARES
1.1. PURPOSES
The purpose of this Program is to enhance the ability of
Eligible Persons to meet the guidelines established by the
Company for certain of its officers with respect to their
ownership of Shares and, in general, to promote the ownership and
retention of Shares. Another purpose of this Program is to
enable Eligible Persons to defer compensation that would
otherwise be realized upon exercise of a Qualifying Option and to
ultimately receive the deferred compensation in the form of
Shares.
1.2. SHARES AVAILABLE
The number of Shares that may be issued under the 1988
Plan as part of this Program is limited to the aggregate number
of Shares that were the subject of the Qualifying Options that
are exercised pursuant to Article IV in exchange for the
crediting of Stock Units under this Program. If the number of
Shares payable under this Program would exceed the limit
described in the preceding sentence because of the accumulation
of Stock Units in respect of Dividend Equivalents, such excess
Shares shall be issued under the 1990 Plan or, if insufficient
Shares remain under the 1998 Plan, under other authority of the
Board, or, in absence of such other authority, may be paid (in
the sole discretion of the Committee) in cash. Shares not
exceeding the number of Already-Owned Shares used under this
Program may be used in respect of Dividend Equivalents on the
applicable Stock Unit Account, but may not be used for other
awards under the Plans.
1.3. RELATIONSHIP TO PLANS
This Program constitutes a deferred compensation plan
providing alternative settlements under and as contemplated by
the 1988 Plan in respect of options granted thereunder. This
Program also contemplates the grant of Stock Units under and as
contemplated by the 1990 Plan. This Program and all rights under
it are provided under and shall be subject to and construed
consistently with the other terms of the 1988 Plan or the 1990
Plan, as the case may be, except as the context otherwise
requires.
<PAGE>
ARTICLE II
DEFINITIONS
Whenever the following terms are used in this Program they
shall have the meaning specified below unless the context clearly
indicates to the contrary:
"ALREADY-OWNED SHARES" shall mean Shares owned by an Eligible
Person; provided, however, that Shares acquired by an Eligible
Person from the Company under an option or other employee benefit
plan maintained by the Company or otherwise must be held by the
Eligible Person for at least six months in order to qualify as
Already-Owned Shares.
"ALTERNATIVE EXERCISE" shall mean the exercise of all or a
portion of a Qualifying Option using Already-Owned Shares in
exchange for a combination of Shares and Stock Units under this
Program.
"ALTERNATIVE EXERCISE AGREEMENT" shall mean an agreement
entered into between the Company and an Eligible Person in
accordance with Article IV of this Program pursuant to which the
Eligible Person elects to defer that portion of the proceeds of the
exercise of the Qualifying Option equal to the spread in the form
of Stock Units.
"BENEFICIARY" or "BENEFICIARIES" shall mean the person,
persons, trust or trusts (or similar entity), personal
representative, or other fiduciary, last designated in writing by
a Participant in accordance with the provisions of Section 8.2 to
receive the benefits specified hereunder in the event of the
Participant's death. If there is no valid Beneficiary designation
in effect that complies with the provisions of Section 8.2, or if
there is no surviving designated Beneficiary, then the
Participant's surviving spouse shall be the Beneficiary. If there
is no surviving spouse to receive any benefits payable in
accordance with the preceding sentence, the duly appointed and
currently acting personal representative of the Participant's
estate (which shall include either the Participant's probate estate
or living trust) shall be the Beneficiary. In any case where there
is no such personal representative of the Participant's estate duly
appointed and acting in that capacity within 90 days after the
Participant's death (or such extended period as the Committee
determines is reasonably necessary to allow such personal
representative to be appointed, but not to exceed 180 days after
the Participant's death), then Beneficiary or Beneficiaries shall
mean the person or persons who can verify by affidavit or court
order to the satisfaction of the Committee that they are legally
entitled to receive the benefits specified hereunder.
"BOARD" shall mean the Board of Directors of the Company.
"CHANGE IN CONTROL EVENT" shall mean any of the following:
(a) Any "person," as such term is used in Sections 13(d)
and 14(d) of the Exchange Act, other than an employee
benefit plan of the Company, or a trustee or other
fiduciary holding securities under an employee benefit
plan of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined
voting power of the Company's then outstanding voting
securities, provided that, no Change in Control Event
shall be deemed to occur solely because a corporation
(the "seller") owns 20% or more of Company voting
securities if such ownership is only a transitory step
in a reorganization whereby the Company purchases the
assets of the seller for Company voting securities and
the seller liquidates shortly thereafter.
(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board"), cease for any reason to
constitute at least a majority of the Board, provided
that any person becoming a director subsequent to the
date hereof whose election, or nomination for election
by the Company's stockholders, was approved by a vote
of at least a majority of the directors then
comprising the Incumbent Board (other than election or
nomination of an individual whose initial assumption
of office is in connection with an actual or
threatened election contest relating to the election
of the directors of the Company, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall be deemed to be a member
of the Incumbent Board of the Company;
(c) The stockholders of the Company approve a merger or
consolidation with any other corporation, other than
(1) a merger or consolidation which would result
in the voting securities of the Company
outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of another entity) more than 80% of
the combined voting power of the voting
securities of the Company or such other entity
outstanding immediately after such merger or
consolidation,
(2) a merger or consolidation affected to
implement a recapitalization of the Company
(or similar transaction) in which no person
acquires 20% or more of the combined voting
power of the Company's then outstanding voting
securities; or
(d) The stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or
substantially all of the Company's assets.
Notwithstanding the preceding sentence, no Change in
Control Event shall be deemed to have occurred if the
"person" described in the preceding sentence is an
underwriting syndicate which has acquired the
ownership of 20% or more of the combined voting power
of the Company's then outstanding voting securities
solely in connection with a public offering of the
Company's securities.
"CODE" shall mean the Internal Revenue Code of 1986, as
amended.
"COMMON STOCK" shall mean the Common Stock of the Company,
subject to adjustment pursuant to Section 5.5 of this Program and
Section 3(b) of the 1990 Plan and Section 3 of the 1988 Plan, as
the case may be.
"COMMITTEE" shall mean the Board or a Committee of the Board
acting in accordance with Article VI.
"COMMITTEE MEETING DATE" shall mean the first meeting of the
Committee held in 1998.
"COMPANY" shall mean Beckman Instruments, Inc., a Delaware
corporation, and its successors and assigns.
"CONVERSION DATE" shall mean the date that the Eligible Person
exercises all or a portion of a Qualifying Option in accordance
with the Alternative Exercise procedures under this Program.
"DISTRIBUTION SUBACCOUNT" shall mean any subaccount
established and maintained under a Participant's Stock Unit Account
to separately account for Stock Units which are subject to
different distribution elections made by the Participant.
"DIVIDEND EQUIVALENT" shall mean the amount of cash dividends
or other cash distributions paid by the Company on that number of
Shares equal to the number of Stock Units credited to a
Participant's Stock Unit Account as of the applicable record date
for the dividend or other distribution, which amount shall be
credited in the form of additional Stock Units to the Stock Unit
Account of the Participant, as provided in Section 5.2.
"EFFECTIVE DATE" shall mean December 15, 1997.
"ELIGIBLE PERSON" shall mean any officer or key employee of
the Company or a Subsidiary who is categorized by the Company as
salary grade nine or above.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
"FAIR MARKET VALUE" shall mean on any date the closing price
of the Common Stock on the Composite Tape, as published in the
Western Edition of The Wall Street Journal, of the principal
securities exchange or market on which the Common Stock is so
listed, admitted to trade, or quoted on such date, or, if there is
no trading of (or no available closing price of) the Common Stock
on such date, then the closing price of the Common Stock as quoted
on such Composite Tape on the next preceding date on which there
was trading in such shares. If the Common Stock is not so listed,
admitted or quoted, the Committee may designate such other
exchange, market or source of data as it deems appropriate for
determining such value for purposes of this Program.
"INTEREST RATE" shall mean the rate (quoted as an annual rate)
that is 120% of the federal long-term rate for compounding on a
quarterly basis, determined and published by the Secretary of the
United States Department of Treasury under Section 1274(d) of the
Code, for the month in which the interest is credited.
"1988 PLAN" shall mean the Company's Incentive Compensation
Plan, as amended (including amendments dated October 26, 1988 and
March 28, 1989).
"1990 PLAN" shall mean the Company's Incentive Compensation
Plan of 1990, as amended.
"PARTICIPANT" shall mean any person who has Stock Units
credited to a Stock Unit Account under this Program.
"PLANS" shall mean the 1988 Plan and the 1990 Plan.
"PROGRAM" shall mean this Beckman Instruments, Inc. Option
Gain Deferral Program, as it may be amended from time to time.
"QUALIFYING OPTION" shall mean a nonqualified stock option
granted under the 1988 Plan that will expire, by its terms, no
earlier than the later of August 5, 1998 or the six-month
anniversary of the Committee Meeting Date.
"SHARE" shall mean a share of Common Stock.
"STOCK UNIT" or "UNIT" shall mean a non-voting unit of
measurement which is deemed solely for bookkeeping purposes to be
equivalent to one outstanding Share (subject to Section 5.5) solely
for purposes of this Program.
"STOCK UNIT ACCOUNT" shall mean the bookkeeping account
maintained by the Company on behalf of each Participant which is
credited with Stock Units in accordance with Section 5.1(a) and
Dividend Equivalents thereon in accordance with Section 5.2.
"SUBSIDIARY" shall mean any corporation or other entity a
majority or more of the outstanding voting stock or voting power of
which is beneficially owned directly or indirectly by the Company.
<PAGE>
ARTICLE III
PARTICIPATION
3.1. GENERAL PARTICIPATION REQUIREMENTS.
An Eligible Person may elect to exercise all or a portion of
a Qualifying Option under and subject to the Alternative Exercise
provisions set forth herein and to receive a credit of Stock Units
under this Program, provided that the Committee approves such
election and the Company enters into an Alternative Exercise
Agreement with the Eligible Person, in accordance with the terms of
this Program.
3.2. MANNER AND TIMING OF ELECTION.
An election to participate in this Program must be made by the
Eligible Person by completing and executing a form of Alternative
Exercise Agreement which meets the requirements of Article IV and
submitting such form to the Committee after the Effective Date but
on or before the day immediately preceding the Committee Meeting
Date.
3.3. ABILITY TO REVOKE ELECTION.
An Eligible Person may revoke such an election by written
notice to the Committee, signed by the Eligible Person; provided
that the notice of revocation is received by the Committee on or
before the day immediately preceding the Committee Meeting Date and
provided that the notice of revocation states with specificity the
election to which it relates. Subject to Section 3.4, an election
will become irrevocable on the Committee Meeting Date.
3.4. APPROVAL BY COMMITTEE.
On the Committee Meeting Date, the Committee shall determine,
in its sole discretion, those valid and timely filed elections that
will be approved under this Program. The Committee may, in its
sole discretion and for any reason whatsoever, decide that any
number of elections shall not be approved. Any election which is
not approved shall have no force or effect.
3.5. EXECUTION OF ALTERNATIVE EXERCISE AGREEMENT BY THE
COMPANY.
Immediately following the Committee's review of and decisions
regarding the Eligible Persons' elections, the Company, acting
through any of its officers, shall execute the Alternative Exercise
Agreement form for each election by an Eligible Person which is
approved by the Committee and deliver a copy of such fully executed
Alternative Exercise Agreement to that Eligible Person. Each such
fully executed Alternative Exercise Agreement shall thereupon be an
effective, binding contract with respect to both parties.
<PAGE>
ARTICLE IV
ALTERNATIVE EXERCISE OF OPTIONS
4.1. FORM OF AGREEMENT.
Each Alternative Exercise Agreement shall be in the form
attached hereto as Exhibit A or any other form approved by the
Committee. Each Alternative Exercise Agreement shall specify the
portion of the Qualifying Option or Qualifying Options that the
Eligible Person elects to exercise under this Program and shall
provide that (a) the Eligible Person will exercise all or the
specified portion of such Qualifying Option(s) by paying the
exercise price with Already-Owned Shares having an aggregate Fair
Market Value equal to the exercise price for the number of shares
with respect to which the Qualifying Option is exercised and (b),
upon exercise, the Company will (i) deliver to the Eligible Person
the same number of Shares used by the Eligible Employee to pay the
exercise price of the Qualifying Option and (ii), in lieu of the
remainder of the shares which would otherwise be delivered to the
Eligible Person (the "Gain Shares"), credit to a Stock Unit Account
established for the Eligible Person Stock Units equal in number to
the number of Gain Shares.
4.2. LIMITED ABILITY TO EXERCISE OPTION.
Any Qualifying Option (or portion thereof) which is subject to
an Alternative Exercise Agreement may not be exercised at all
during the six-month period following the date the Committee
approves the Participant's Alternative Exercise election.
4.3. TERMINATION OF ALTERNATIVE EXERCISE AGREEMENTS.
If, prior to the end of the six-month period described in
Section 4.2, (a) an Eligible Person's employment with the Company
(including any Subsidiary) is terminated or (b), unless the
Committee otherwise provides, a Change in Control Event occurs, the
Eligible Person's Alternative Exercise Agreement shall terminate
and the related Qualifying Option may be exercised for actual
Shares in accordance with the terms of the Qualifying Option
without regard to the Alternative Exercise Agreement.
4.4. OTHER TERMS OF ALTERNATIVE EXERCISE AGREEMENTS.
No Alternative Exercise Agreement shall have the effect of
extending the term or otherwise changing the terms of any
Qualifying Option (except as expressly contemplated hereby in
respect of the consequences of exercise). No Alternative Exercise
Agreement may be amended or terminated except as specifically
provided herein.
<PAGE>
ARTICLE V
STOCK UNIT ACCOUNTS
5.1. CREDITING OF STOCK UNITS.
(a) CREDITING OF STOCK UNITS. As of the applicable
Conversion Date, an Eligible Person's Stock Unit Account shall be
credited with the number of Stock Units attributable to the Gain
Shares, as described in Section 4.1.
(b) DISTRIBUTION SUBACCOUNTS. The Committee shall
establish separate Distribution Subaccounts under a Participant's
Stock Unit Account as necessary to separately account for Stock
Units that are subject to different distribution elections made by
the Participant.
(c) LIMITATIONS ON RIGHTS ASSOCIATED WITH UNITS. A
Participant's Stock Unit Account shall be a memorandum account on
the books of the Company. The Units credited to a Participant's
Stock Unit Account shall be used solely as a device for the
determination of the number of Shares to be eventually distributed
to such Participant in accordance with this Program. The Units
shall not be treated as property or as a trust fund of any kind.
No Participant shall be entitled to any voting or other stockholder
rights with respect to Units granted or credited under this
Program. The number of Units credited (and the Shares to which the
Participant is entitled under this Program) shall be subject to
adjustment in accordance with Section 5.5 of this Program and
Section 3(b) of the 1990 Plan or Section 3 of the 1988 Plan, as the
case may be.
5.2. DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT ACCOUNTS.
As of any applicable dividend or distribution payment date, a
Participant's Stock Unit Account shall be credited with additional
Units in an amount equal to the amount of the Dividend Equivalents
divided by the Fair Market Value of a Share as of the applicable
dividend payment date. If the limit on the number of Shares
available under this Program in respect of Dividend Equivalents is
reached, the Company may in its discretion credit or settle such
amounts in cash.
5.3. VESTING.
All Units (including Stock Units credited as Dividend
Equivalents) credited to a Participant's Stock Unit Account shall
be at all times fully vested.
5.4. DISTRIBUTION OF BENEFITS.
(a) TIME AND MANNER OF DISTRIBUTION. A Participant shall
be entitled to receive a distribution of Shares in an amount equal
to the number of Units credited to his or her Stock Unit Account at
such time as elected by the Participant and set forth in the
Participant's Alternative Exercise Agreement. A Participant may
elect any of the distribution commencement dates set forth in the
form of Alternative Exercise Agreement approved by the Committee.
(b) EFFECT OF CHANGE IN CONTROL EVENT. Notwithstanding
Section 5.4(a) and unless the Committee provides in advance that no
such acceleration shall occur in connection with a specific Change
in Control Event, then upon the occurrence of a Change in Control
Event, Shares equal in number to the Stock Units then credited to
the Participant's Stock Unit Account shall be distributed
immediately in a lump sum to the Participant.
(c) EFFECT OF DEATH OR DISABILITY. Notwithstanding Section
5.4(a), if a Participant dies or becomes disabled (as determined by
the Committee), then Shares equal in number to the Stock Units then
credited to the Participant's Stock Unit Account shall be
distributed immediately in a lump sum to the Participant or, in the
case of death, the Participant's Beneficiary.
(d) FORM OF DISTRIBUTION. Stock Units credited to a
Participant's Stock Unit Account shall be distributed in a lump sum
in an equivalent whole number of Shares. Fractional share
interests shall be disregarded, but, in the Committee's discretion,
may be accumulated and paid in cash.
(e) SECTION 162(m) LIMITATION. Notwithstanding the
foregoing, if the Committee determines in good faith that there is
a reasonable likelihood that any benefits paid to a Participant for
a taxable year of the Company would not be deductible by the
Company or a Subsidiary solely by reason of the limitation under
Code Section 162(m), then to the extent reasonably deemed necessary
by the Committee to ensure that the entire amount of any
distribution to the Participant pursuant to this Program is
deductible, the Committee may defer all or any portion of a
distribution under this Plan. The amounts so deferred shall be
distributed to the Participant or his or her Beneficiary (in the
event of the Participant's death) at the earliest possible date, as
determined by the Committee in good faith, on which the
deductibility of compensation paid or payable to the Participant
for the taxable year of the Company during which the distribution
is made will not be limited by Code Section 162(m).
5.5. ADJUSTMENTS IN CASE OF CHANGES IN COMMON STOCK.
(a) If any stock dividend, stock split, recapitalization,
merger, consolidation, combination or other reorganization,
exchange of shares, sale of all or substantially all of the assets
of the Company, split-up, split-off, spin-off, extraordinary
redemption, liquidation or similar change in capitalization or any
distribution to holders of the Common Stock (other than cash
dividends and cash distributions) shall occur, proportionate and
equitable adjustments consistent with the effect of such event on
stockholders generally (but without duplication of benefits if
Dividend Equivalents are credited) shall be made in the number and
type of Shares or other securities, property and/or rights
contemplated hereunder and of rights in respect of Units and Stock
Unit Accounts credited under this Program so as to preserve the
benefits intended. The provisions of Section 3(b) of the 1990 Plan
and Section 3 of the 1988 Plan also shall apply to the related
Stock Units granted under the Plans in accordance with this
Program.
(b) If the event results in any rights of stockholders to
receive cash (other than cash dividends and cash distributions), a
corresponding amount of cash shall be credited to each
Participant's Stock Unit Account (or, if applicable, the
appropriate Distribution Subaccount of the Participant's Stock Unit
Account) as of the date that cash is paid in respect of outstanding
Shares. As of the last day of each calendar quarter, the
Participant's Stock Unit Account shall be credited with earnings on
the cash balance credited to such Stock Unit Account as of the last
day of the preceding quarter or, if later, the date of such event,
at a rate (on an annualized basis) equal to the Interest Rate. The
amount of cash credited to a Participant's Stock Unit Account shall
be distributed in cash at such time (or times) and in such manner
as otherwise provided under this Program and/or the applicable
election made by the Participant in accordance with the terms of
this Program.
5.6. COMPANY'S RIGHT TO WITHHOLD.
The Company (including its Subsidiaries) may satisfy any state
or federal tax withholding obligation arising upon a distribution
of Shares and any cash with respect to a Participant's Stock Unit
Account by reducing the number of Shares or cash otherwise
deliverable to the Participant. The appropriate number of Shares
required to satisfy such tax withholding obligation in the case of
Stock Units will be based on the Fair Market Value of a Share on
the day prior to the date of distribution. If the Company
(including its Subsidiaries), for any reason, elects not to (or
cannot) satisfy the withholding obligation in accordance with the
preceding sentence, the Participant shall pay or provide for
payment in cash of the amount of any taxes which the Company
(including its Subsidiaries) may be required to withhold with
respect to the benefits hereunder, before any such benefits are
paid.
<PAGE>
ARTICLE VI
ADMINISTRATION
6.1. THE ADMINISTRATOR.
The Committee hereunder shall consist of (i) the Organization
and Compensation Committee of the Board, or (ii) such other
committee of the Board, each participating member of which is a
Non-Employee Director (as defined in Rule 16b-3 promulgated under
the Exchange Act) and each member of which is an "outside director"
for purposes of Section 162(m) of the Code, as may hereafter be
approved by the Board to serve as administrator of this Program.
Any member of the Committee may resign by delivering a written
resignation to the Board. Members of the Committee shall not
receive any additional compensation for administration of this
Program.
6.2. COMMITTEE ACTION.
Action of the Committee with respect to the administration of
this Program shall be taken pursuant to a majority vote or by
unanimous written consent of its members. A member of the
Committee shall not vote or act upon any matter which relates
solely to himself or herself as a Participant in this Program.
6.3. RIGHTS AND DUTIES.
(a) Subject to the limitations of this Program, the
Committee shall be charged with the general administration of this
Program and the responsibility for carrying out its provisions, and
shall have powers necessary to accomplish those purposes,
including, but not by way of limitation, the following:
(1) To construe and interpret this Program;
(2) To resolve any questions concerning the amount of
benefits payable to a Participant;
(3) To make all other determinations required by this
Program, including adjustments under Section 5.5.;
(4) To maintain all the necessary records for the
administration of this
Program and provide statements of Stock Unit Accounts to
Participants on an annual or more frequent basis;
(5) To make and publish forms, rules and procedures for
the administration of this Program; and
(6) To administer the claims procedures set forth in
Section 6.5 for presentation of claims by Participants and
Beneficiaries for benefits under this Program, including
consideration of such claims, review of claim denials and
issuance of a decision on review.
(b) The Committee shall have full discretion to construe
and interpret the terms and provisions of this Program (but not to
increase amounts payable hereunder) and to resolve any disputed
question or controversy, which interpretation or construction or
resolution, including decisions with respect to adjustments under
Section 5.5, shall be final and binding on all parties, including
but not limited to the Company and any Eligible Person, Participant
or Beneficiary, except as otherwise required by law. The Committee
shall administer such terms and provisions in a nondiscriminatory
manner and in full accordance with any and all laws applicable to
the Program. In performing its duties, the Committee shall be
entitled to rely on information, opinions, reports or statements
prepared or presented by: (i) officers or employees of the Company
whom the Committee believes to be reliable and competent as to such
matters; and (ii) counsel (who may be employees of the Company),
independent accountants and other persons as to matters which the
Committee believes to be within such persons' professional or
expert competence. The Committee shall be fully protected with
respect to any action taken or omitted by it in good faith pursuant
to the advice of such persons. The Committee may delegate
ministerial, bookkeeping and other non-discretionary functions to
individuals who are officers or employees of the Company.
6.4. INDEMNITY AND LIABILITY.
All expenses of the Committee shall be paid by the Company and
the Company shall furnish the Committee with such clerical and
other assistance as is necessary in the performance of its duties.
No member of the Committee shall be liable for any act or omission
of any other member of the Committee nor for any act or omission on
his or her own part, excepting only his or her own willful
misconduct or gross negligence. To the extent permitted by law,
the Company shall indemnify and save harmless each member of the
Committee against any and all expenses and liabilities arising out
of his or her membership on the Committee, excepting only expenses
and liabilities arising out of his or her own willful misconduct or
gross negligence, as determined by the Board.
6.5. CLAIMS PROCEDURE
(a) The Committee shall notify Participants and, where
appropriate, Beneficiaries of their right to claim benefits under
these claims procedures, shall make forms available for filing of
such claims, and shall provide the name of the person or persons
with whom such claims should be filed.
(b) The Committee shall act upon claims as required and
communicate a decision to the claimant promptly and, in any event,
not later than 90 days after the claim is received by the
Committee, unless special circumstances require an extension of
time for processing the claim. If an extension is required, notice
of the extension shall be furnished to the claimant prior to the
end of the initial 90-day period, which notice shall indicate the
reasons for the extension and the expected decision date. The
extension shall not exceed 90 days. The claim may be deemed by the
claimant to have been denied for purposes of further review
described below in the event a decision is not furnished to the
claimant within the period described in the preceding three
sentences. Every claim for benefits which is denied shall be
denied by written notice setting forth in a manner calculated to be
understood by the claimant (i) the specific reason or reasons for
the denial, (ii) specific reference to any provisions of this
Program on which denial is based, (iii) description of any
additional material or information necessary for the claimant to
perfect his claim with an explanation of why such material or
information is necessary, and (iv) an explanation of the procedure
for further review of the denial of the claim under the Program.
(c) The claimant or his or her duly authorized representa-
tive shall have 60 days after receipt of denial of his or her claim
to request a review of such denial, the right to review all
pertinent documents and the right to submit issues and comments in
writing. Upon receipt of a request for a review of the denial of
a benefit claim, the Committee shall undertake a full and fair
review of the denial.
(d) The Committee shall issue a decision not later than 60
days after receipt of a request for review from a claimant unless
special circumstances, such as the need to hold a hearing, require
a longer period of time, in which case a decision shall be rendered
as soon as possible but not later than 120 days after receipt of
the claimant's request for review. The decision on review shall be
in writing and shall include specific reasons for the decision
written in a manner calculated to be understood by the claimant
with specific reference to any provisions of this Program on which
the decision is based.
<PAGE>
ARTICLE VII
PROGRAM CHANGES AND TERMINATION
7.1. AMENDMENTS.
The Board shall have the right to amend this Program in whole
or in part from time to time or may at any time suspend or
terminate this Program; provided, however, that no amendment or
termination shall cancel or otherwise adversely affect in any way,
without his or her written consent, any Participant's rights with
respect to Stock Units and Dividend Equivalents (and any cash
credited pursuant to Section 5.5(b)) credited to his or her Stock
Unit Account.
Subject to applicable law and consistent with the intent
expressed herein, the Committee shall have the right to amend this
Program and the form of Alternative Exercise Agreement attached
hereto in such manner as it may deem advisable to expand the scope
of this Program to cover nonqualified stock options granted under
other stock or incentive plans approved by the Board and to
establish the time for filing Alternative Exercise Agreements with
respect thereto.
Any amendments authorized hereby shall be stated in an
instrument in writing, and all Eligible Persons shall be bound
thereby upon receipt of notice thereof. Adjustments pursuant to
Section 5.5 hereof, Section 3(b) of the 1990 Plan or Section 3 of
the 1988 Plan shall not be deemed amendments to this Program, the
Stock Unit Accounts or the rights of Participants.
7.2. TERM.
It is the current expectation of the Company that this Program
shall be continued indefinitely, but continuance of this Program is
not assumed as a contractual obligation of the Company. In the
event that the Board decides to discontinue or terminate this
Program, it shall notify the Committee and Participants in this
Program of its action in writing, and this Program shall be
terminated at the time therein set forth. All Participants shall
be bound thereby. In such event, the then credited benefits of a
Participant shall be distributed at the time(s) and in the manner
elected and provided under Section 5.4, subject to Sections 5.2 and
5.5.
<PAGE>
ARTICLE VIII
MISCELLANEOUS
8.1. LIMITATION ON PARTICIPANT'S RIGHTS.
Participation in this Program shall not give any person the
right to continued employment or service or any rights or interests
other than as herein provided. No Participant shall have any right
to any payment or benefit hereunder except to the extent provided
in this Program. This Program creates no fiduciary duty to
Participants and shall create only a contractual obligation on the
part of the Company as to such amounts; the Program shall not be
construed as creating a trust. The Program, in and of itself, has
no assets. Participants shall have rights no greater than the
right to receive the Common Stock (and any cash as expressly
provided herein) or the value thereof as a general unsecured
creditor in respect of their Stock Unit Accounts.
8.2. BENEFICIARY DESIGNATION.
Upon forms provided by and subject to conditions imposed by
the Company, each Participant may designate in writing the
Beneficiary or Beneficiaries whom such Participant desires to
receive any Shares or amounts payable under this Program after his
or her death. A Participant may from time to time change his or
her designated Beneficiary or Beneficiaries without the consent of
such Beneficiary or Beneficiaries by filing a new designation with
the Committee. However, if a married Participant wishes to
designate a person other than his or her spouse as Beneficiary,
such designation shall be consented to in writing by the spouse,
which consent shall acknowledge the effect of the designation. The
Participant may change any election designating a Beneficiary or
Beneficiaries without any requirement of further spousal consent if
the spouse's consent so provides. Notwithstanding the foregoing,
spousal consent shall be unnecessary if it is established (to the
satisfaction of the Committee or a Committee representative) that
there is no spouse or that the required consent cannot be obtained
because the spouse cannot be located. The Company and the
Committee may rely on the Participant's designation of a
Beneficiary or Beneficiaries last filed in accordance with the
terms of this Program. Upon the dissolution of marriage of a
Participant, any designation of the Participant's former spouse as
a Beneficiary shall be treated as though the Participant's former
spouse had predeceased the Participant, unless (a) the Participant
executes another Beneficiary designation that complies with this
Section 8.2 and that clearly names such former spouse as a
Beneficiary, or (b) a court order is presented to the Company that
requires the former spouse be maintained as the Beneficiary. In
any case where the Participant's former spouse is treated under the
Participant's Beneficiary designation as having predeceased the
Participant, no heirs or other beneficiaries of the former spouse
shall receive benefits from the Plan as a Beneficiary of the
Participant except as provided otherwise in the Participant's
Beneficiary designation.
8.3 PAYMENTS TO MINORS OR PERSONS UNDER INCAPACITY.
If any amount is payable under this Program to a minor,
payment shall not be made to the minor, but instead shall be paid
(i) to that person's then living parent(s) to act as custodian,
(ii) if that person's parents are then divorced, and one parent is
the sole custodial parent, to such custodial parent, or (iii) if no
parent of that person is living, to a custodian selected by the
Committee to hold the funds for the minor under the Uniform
Transfers or Gifts to Minors Act in effect in the jurisdiction in
which the minor resides. If no parent is living and the Committee
decides not to select another custodian to hold the funds for the
minor, then payment shall be made to the duly appointed and
currently acting guardian of the estate for the minor or, if no
guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes
payable, payment shall be deposited with the court having
jurisdiction over the estate of the minor.
8.4. STOCK UNITS AND OTHER BENEFITS NOT ASSIGNABLE;
OBLIGATIONS BINDING UPON SUCCESSORS.
Stock Units and other benefits of a Participant under this
Program shall not be assignable or transferable and any purported
transfer, assignment, pledge or other encumbrance or attachment of
any payments or benefits under this Program, or any interest
therein, other than by operation of law or pursuant to Section 8.2,
shall not be permitted or recognized. Obligations of the Company
under this Program shall be binding upon successors of the Company.
8.5. EMPLOYMENT TAXES.
The Company (including its Subsidiaries) may satisfy any state
or federal employment tax withholding obligation arising from an
Alternative Exercise of a Qualifying Option under the Program by
deducting such amount from any amount of compensation payable to
the Participant. Alternatively, the Company (including its
Subsidiaries) may require the Participant to deliver to it the
amount of any such withholding obligation as a condition to the
Alternative Exercise of the Qualifying Option.
8.6. GOVERNING LAW; SEVERABILITY.
The validity of this Program or any of its provisions shall be
construed, administered and governed in all respects under and by
the laws of the State of California. If any provisions of this
instrument shall be held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions hereof shall
continue to be fully effective.
8.7. COMPLIANCE WITH LAWS.
This Program and the offer, issuance and delivery of Shares
and/or the payment in shares through the deferral of compensation
under this Program are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not
limited to state and federal securities law) and to such approvals
by any listing, agency or any regulatory or governmental authority
as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith. Any securities delivered under
this Program shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Company,
provide such assurances and representations to the Company as the
Company may deem necessary or desirable to assure compliance with
all applicable legal requirements.
8.8. PROGRAM CONSTRUCTION.
It is the intent of the Company that transactions pursuant to
this Program satisfy and be interpreted in a manner that satisfies
the applicable requirements of Rule 16b-3 promulgated under the
Exchange Act ("Rule 16b-3") so that to the extent elections are
timely made, the crediting of Stock Units and the distribution of
Shares with respect to Stock Units under this Program will be
entitled to the benefits of Rule 16b-3 or other exemptive rules
under Section 16 of the Exchange Act and will not be subjected to
avoidable liability thereunder.
8.9. HEADINGS NOT PART OF PROGRAM.
Headings and subheadings in this Program are inserted for
reference only and are not to be considered in the construction of
the provisions hereof.
<PAGE>
IN WITNESS WHEREOF, the Company has caused its duly authorized
officer to execute this Program on this _____ day of
______________, 1997.
BECKMAN INSTRUMENTS, INC.
By: _______________________________
Its: ______________________________
<PAGE>
EXHIBIT A
BECKMAN INSTRUMENTS, INC.
OPTION GAIN DEFERRAL PROGRAM
ALTERNATIVE EXERCISE AGREEMENT
THIS ALTERNATIVE EXERCISE AGREEMENT ("AGREEMENT") is
entered into as of this [4th day of February, 1998] by and between
BECKMAN INSTRUMENTS, INC., a Delaware corporation (the "Company"),
and __________________________ (the "Employee").
In consideration of the services rendered and to be
rendered by the Employee, and other valued consideration, the
receipt of which is hereby acknowledged, the Company and the
Employee agree as follows:
1. Capitalized Terms. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in the
Company's Option Gain Deferral Program (the "Program").
2. Alternative Exercise of a Qualifying Option(s). This
Agreement applies to the following nonqualified stock option which
was granted under the Company's 1988 Plan and which, by its terms,
will expire no sooner than August 5, 1998 (the "Option"):
Total Number of Shares Number of Shares
Originally Subject to Subject to this Alternative
Grant Date Option Exercise Agreement
___________ _________________ ________________________
The Employee hereby irrevocably agrees to not exercise the Option
or, if applicable, the portion of the Option subject to this
Agreement before [August 5, 1998]; provided, however, that this
Agreement shall terminate (and the Employee may exercise the
Option) in the event that, prior to [August 5, 1998], the
Employee's employment with the Company is terminated or, unless the
Committee provides otherwise, a Change in Control Event occurs.
The Employee further irrevocably agrees that if he/she desires to
exercise the Option or, if applicable, that portion of the Option
subject to this Agreement, on or after [August 5, 1998], the
Employee shall do so on forms authorized by the Committee, and
shall pay the exercise price of the Option using, through a method
approved by the Committee, Already-Owned Shares to the Company as
provided in Section 4.1 of the Program.
3. Award of Stock Units. The Company hereby agrees to
award Stock Units in accordance with Article IV and Sections 5.1
and 5.2 of the Program upon and in respect of the Alternative
Exercise of the Option.
4. Timing and Manner of Distribution of Stock Units.
Subject to any changes imposed by or allowed under the provisions
of Section 5.4 or 5.5 of the Program, the Employee hereby further
irrevocably elects to receive the distribution in Shares of his or
her Stock Units credited under the Program pursuant to this
Agreement, subject to and in accordance with the Program and the
choice checked and initialed by the Employee below (check
applicable box and initial on corresponding line):
/__/ ________
A single lump sum deliverable on the first day of January of
the year which is _____ [specify a number not less than 3 nor
more than 10] full years after the year in which the Option is
exercised; or
/__/ ________
A single lump sum deliverable on the first day of the first
month beginning at least 10 business days after the date of
the Employee's termination of employment with the Company and
its Subsidiaries;
/__/ ________
A single lump sum deliverable on the earlier of (a) the first
day of January of the year which is _____ [specify a number
not less than 3 nor more than 10] full years after the year in
which the Option is exercised or (b) the first day of the
first month beginning at least 10 business days after the date
of the Employee's termination of employment with the Company
and its Subsidiaries; or
/__/ ________
A single lump sum deliverable on the later of (a) the first
day of January of the year which is ________ [specify a number
not less than 3 nor more than 10] full years after the year in
which the Option is exercised or (b) the first day of the
first month beginning at least 10 business days after the date
of the Employee's termination of employment with the Company
and its Subsidiaries.
THE EMPLOYEE UNDERSTANDS THAT THIS ELECTION IS IRREVOCABLE (EXCEPT
AS EXPRESSLY PROVIDED IN THE PROGRAM), AND THAT THE PROGRAM AND THE
PLANS PROVIDE FOR ADJUSTMENTS AND/OR ACCELERATION OF THE TIME OF
PAYOUT IN CERTAIN CIRCUMSTANCES AND MAY BE TERMINATED PROSPECTIVELY
BY THE BOARD.
If any specified payment date is not a business day, the applicable
date will be the next business day thereafter. Delivery of
certificates representing the Shares and any cash representing a
fractional share interest and/or Dividend Equivalents will be made
on or as soon as administratively practicable after the specified
delivery date(s). Delivery of certificates will be made to the
Employee's last known address of record unless the Company is
otherwise instructed in writing.
5. General Terms. The exercise of the Option, the
award of Stock Units, the distribution of benefits under the Plans
and in accordance with the Program and this Agreement are subject
to, and the Company and the Employee agree to be bound by, the
provisions of the Program and applicable provisions of the Plans,
incorporated herein by this reference. The Employee acknowledges
receiving a copy of the Program and each applicable Plans and
understanding their applicable provisions. The Employee
acknowledges receiving a copy of the Prospectus Supplement relating
to the Program and understanding its contents. The Employee
consents to the effects on the Employee's rights under the
Option(s) that result by reason of the provisions hereof.
Provisions of the Plans or the Program that grant further
discretionary authority to the Company, the Board or the Committee
shall not create any rights in the Employee, unless such rights are
expressly set forth herein or expressly applied to this Agreement
by subsequent action of the Board or the Committee.
6. Effect of Agreement. This Agreement shall only be
effective with respect to the Alternative Exercise of the Option or
the portion of the Option described in Section 2 above. The
Employee and the Company must enter into a separate Alternative
Exercise Agreement in order to provide for the Alternative Exercise
of any portion of the Option not subject to this Agreement or other
Qualifying Options held by the Employee.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year written above.
EMPLOYEE
_______________________________
Signature
_______________________________
Print Name
_______________________________
Address
_______________________________
City, State, Zip Code
_______________________________
Social Security Number
BECKMAN INSTRUMENTS, INC.
"Company"
By: ___________________________
Title: ________________________
<PAGE>
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Alternative Exercise Agreement, I, _________________, the spouse of
the Employee therein named, do hereby join with my spouse in
executing the agreement and do hereby (a) agree to be bound by all
of the terms and provisions thereof, and of the Beckman
Instruments, Inc. Option Gain Deferral Program and of the
applicable provisions of the 1988 Plan and the 1990 Plan, and (b)
consent to each change in the Employee's rights under the Options
that results by reason of the provisions hereof.
DATED: _______________, 19____. ____________________________
Signature of Spouse
The Board of Directors
Beckman Instruments, Inc.:
We consent to the use of our report incorporated herein by
reference. Our report refers to a change in accounting to adopt
the provisions of Financial Accounting Standards Board's
Statement of Financial Accounting Standard No. 112, "'Employers'
Accounting for Postemployment Benefits," in 1994.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick
Orange County, California
January 12, 1998
