Registration No.33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMITH CORONA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0286862
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
65 LOCUST AVENUE
NEW CANAAN, CONNECTICUT 06840
(Address of principal executive offices)
SMITH CORONA CORPORATION 1990 STOCK OPTION PLAN
(Full Title of Plan)
G. LEE THOMPSON
Chairman of the Board and Chief Executive Officer
SMITH CORONA CORPORATION
65 Locust Avenue
New Canaan, Connecticut 06840
(203) 972-1471
(Name, address, and telephone number of agent for service)
Copies to:
G. William Sisley, Esq.
Winthrop, Stimson, Putnam & Roberts
Financial Centre
695 East Main Street
P.O. Box 6760
Stamford, CT 06904-6760
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Shares Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share (2) Offering Price (2) Fee
- ---------------- --------- ------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 $3.313 $9,939,000 $3,379.26
$.01 Par Value Shares(1)
(1) This Registration Statement also covers an indeterminate
number of shares of Common Stock which may become
issuable upon a stock dividend, stock split or other
capital readjustment.
(2) Pursuant to Rule 457(h)(1) and Rule 457(c) of the
Securities Act of 1933, as amended, the proposed maximum
offering price per share and the registration fee are
based on the reported average of the high and low prices
for the common stock of the Registrant (the "Common
Stock") on the New York Stock Exchange on November 3,
1994. The maximum offering price per share is estimated
solely for purposes of calculating the registration fee.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in
this Part I will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act. Such documents are not 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 under the Securities
Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 1. Plan Information
Item 2. Registration Information and Employee Plan Annual
Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have heretofore been filed by
Smith Corona Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act") are incorporated
in this Registration Statement by reference and shall be deemed to
be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994.
(b) Description of the Company's capital stock contained in
the Company's registration statement on Form 8-A on file with the
Commission (Commission File No. 1-10281), including any amendment or
report filed for the purpose of updating such registration
statement.
All documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, after the date
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); provided,
however, that the documents enumerated above or subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by
reference in this Registration Statement or be a part hereof from
and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The Company hereby undertakes to provide without charge to each
person to whom a copy of the Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of
the documents referred to in this Item 3 of Part II which have been
or may be incorporated by reference in this Registration Statement.
Requests for such copies should be directed to Smith Corona
Corporation, 65 Locust Avenue, New Canaan, Connecticut 06840,
Attention: Director, Investor Relations, telephone number: (203)
972-1471. Additional updating information with respect to the
securities and plan covered herein may be provided in the future by
means of supplements to the Prospectus.
Item 4. Description of Securities
See item 3(b)
Item 5. Interests of Named Experts and Counsel
Legal matters in connection with the shares of Common Stock
subject to issuance pursuant to the Smith Corona Corporation 1990
Stock Option Plan have been passed upon by Winthrop, Stimson, Putnam
& Roberts. G. William Sisley, a member of that firm, is Secretary
of the Company.
Item 6. Indemnification of Directors and Officers
The Amended and Restated Certificate of Incorporation
("Certificate of Incorporation") of the Company provides that a
director of the Company will not have any personal liability to the
Company or its stockholders for monetary damages for breach of
fiduciary duty solely for actions taken in his capacity as a
director, other than for breaches of the director's duty of loyalty,
acts or omissions not in good faith or involving intentional
misconduct or knowing violations of the law, unlawful purchases or
redemptions of stock, payments of unlawful dividends or the receipt
of payment of improper personal benefits. This provision does not
expressly limit the liability of directors arising in causes of
action brought under the federal securities laws. The Certificate
of Incorporation also provides that any repeal or modification of
this provision by stockholders of the Company will not adversely
affect any right or protection of a director of the Company existing
at the time of the repeal or modification and that if the Delaware
General Corporation Law ("DGCL") is amended to further limit the
personal liabilities of directors, the liabilities of a director of
the Company will be eliminated or limited to the fullest extent
permitted by the DGCL as amended, without any further action by the
stockholders or the Board of Directors of the Company.
The Certificate of Incorporation and By-Laws provide that each
person who is involved in any litigation or other proceeding because
he or she is or was, among other things, a director or officer of
the Company or of another related entity, whether or not the basis
of the litigation is alleged action in his or her capacity as an
officer or director, shall be indemnified by the Company to the
fullest extent authorized by the DGCL (but, in the case of any
further amendment to the DGCL, the right to indemnification shall be
adjusted only to the extent that such amendment permits the Company
to provide broader indemnification rights than prior to such
amendment), against all expense, liability or loss reasonably
incurred by such person in connection therewith. The Certificate of
Incorporation and By-Laws also provide that indemnification of
directors or officers is a contract right and such right includes
the right to be paid the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however,
that, if the DGCL requires, the advancement of such expenses will be
made only after the person delivers an undertaking to the Company to
repay any amounts advanced if it is ultimately determined that he or
she is not entitled to indemnification. If the Company does not pay
a proper claim for indemnification in full within 30 days after a
written claim for such indemnification is received by the Company,
the Certificate of Incorporation and By-Laws authorize the claimant
to bring a suit against the Company. The Certificate of
Incorporation and By-Laws further state that the right to
indemnification and the advancement of expenses conferred by the
Certificate of Incorporation and By-Laws is not exclusive of any
other right which any person may have or hereinafter acquire under
any statute, provision of the Certificate of Incorporation or By-
Laws of the Company, agreement, vote of stockholders or
disinterested directors, or otherwise. In addition, the Certificate
of Incorporation and By-Laws authorize the Company to maintain
insurance, at its expense, to protect itself and certain individuals
including officers and directors of the Company against any expense,
liability, or loss, whether or not the Company would have the power
to indemnify the person under the DGCL.
The Company maintains liability and indemnification insurance
policies covering all officers and directors of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit 4(a) - Amended and Restated Certificate of
Incorporation of Smith Corona Corporation
(incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on
Form S-1 on file with the Commission
(Registration No. 33-29101)).
Exhibit 4(b) - By-Laws of Smith Corona Corporation
(incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on
Form S-1 on file with the Commission
(Registration No. 33-29101)).
Exhibit 4(c) - Form of Common Stock Certificate
(incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on
Form S-1 on file with the Commission
(Registration No. 33-29101)).
Exhibit 5 - Opinion of Winthrop, Stimson, Putnam &
Roberts, with consent.
Exhibit 23(a) - Independent Auditors' Consent
Exhibit 23(b) - Consent of Winthrop, Stimson, Putnam &
Roberts (contained in Exhibit 5).
Exhibit 24 - Power of Attorney (contained in the
signature page hereof).
Exhibit 99 - Smith Corona Corporation 1990 Stock Option
Plan.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the "1933
Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof;
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by director, officer or controlling person
of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the 1933 Act and will
be governed by the final adjudication of such issue.
The consolidated financial statements and schedules of the
Company and its subsidiaries as of June 30, 1994 and 1993, and for
each of the years in the three-year period ended June 30, 1994,
incorporated by reference herein, have been incorporated by
reference herein in reliance upon the reports of Deloitte & Touche
LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing. To the extent that Deloitte & Touche LLP
audits and reports on financial statements of the Company issued at
future dates, and consents to the use of their reports thereon, such
financial statements also will be incorporated by reference in this
Registration Statement in reliance upon their reports and said
authority.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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, the Town of New Canaan,
State of Connecticut, on November 10, 1994.
SMITH CORONA CORPORATION
By /s/ Thomas C. DeFazio
Thomas C. DeFazio
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each officer or
director of Smith Corona Corporation whose signature appears below
constitutes and appoints G. Lee Thompson and Thomas C. DeFazio, and
each of them singly, his true and lawful attorney-in-fact and agent,
with full and several power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed pursuant to the
Securities Act of 1933 in connection with the registration of up to
3,000,000 shares of Common Stock, par value $.01 per share, and any
or all amendments, including pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done.
Each of said attorneys-in-fact shall have power to act hereunder
with or without the other.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities shown and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ G. Lee Thompson Chairman of the Board of November 10, 1994
G. Lee Thompson Directors, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ William D. Henderson President, Chief Operating November 10, 1994
William D. Henderson Officer and Director
(Principal Operating Officer)
/s/ Thomas C. DeFazio Executive Vice President, November 10, 1994
Thomas C. DeFazio Chief Financial Officer and
Director (Principal Financial
Officer)
/s/ John A. Piontkowski Vice President and Controller November 10, 1994
John A. Piontkowski (Principal Accounting Officer)
/s/ David H. Clarke Director November 10, 1994
David H. Clarke
/s/ John G. Raos Director November 10, 1994
John G. Raos
/s/ George H. Hemstead Director November 10, 1994
George H. Hempstead,III
/s/ Craig C. Sergeant Director November 10, 1994
Craig C. Sergeant
/s/ Robert Van Buren Director November 10, 1994
Robert Van Buren
/s/ Richard R. West Director November 10, 1994
Richard R. West
/s/ Robert J. Kammerer Director November 10, 1994
Robert J. Kammerer
/TABLE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
EXHIBITS
filed with
Registration Statement
on
Form S-8
under the
Securities Act of 1933
___________________
Smith Corona Corporation 1990 Stock Option Plan
(Full title of the Plan)
SMITH CORONA CORPORATION
(Exact name of registrant as specified in its charter)
<PAGE>
EXHIBIT INDEX
Smith Corona Corporation 1990 Stock Option Plan
Exhibit Sequential
Number Description Page Number
4(a) - Amended and Restated Certificate of Incorporation
of Smith Corona Corporation (Designated as
Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 on file with the Commission
(Reg. No. 33-29101)). *
4(b) - By-Laws of Smith Corona Corporation (Designated
as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 on file with the Commission
(Reg. No. 33-29101)). *
4(c) - Form of Common Stock Certificate (Designated as
Exhibit 4.1 to the Company's Registration Statement
on Form S-1 on file with the Commission
(Reg. No. 33-29101)). *
5 Opinion of Winthrop, Stimson, Putnam & Roberts,
including their consent.
23(a) - Independent Auditors' Consent
23(b) - Consent of Counsel (contained in the Opinion of
the Company's Counsel, Exhibit 5 hereto).
24 - Power of Attorney (contained in the signature
page hereof).
99 - Smith Corona Corporation 1990 Stock Option Plan
____________________________________
* Incorporated by reference.
EXHIBIT 5
EXHIBIT 23(b)
<PAGE>
[LETTERHEAD OF THE WINTHROP, STIMSON, PUTNAM & ROBERTS]
November 10, 1994
Smith Corona Corporation
65 Locust Avenue
New Canaan, CT 06840
Re: Smith Corona Corporation - Registration Statement on
Form S-8 (the "Registration Statement") of the Smith Corona
Corporation 1990 Stock Option Plan (the "Plan")
Ladies and Gentlemen:
In connection with the proposed issuance of up to 3,000,000
shares of the common stock, par value $.01 per share (the
"Shares"), of Smith Corona Corporation (the "Company") for
purchase pursuant to options granted under the Plan and with
respect to which the Registration Statement has been prepared for
filing with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "1933 Act"), we have
examined such corporate records, other documents and questions of
law as we considered necessary for the purpose of this opinion.
We are of the opinion that when:
(a) there shall have been compliance with the applicable
provisions of the 1933 Act and of State securities or blue
sky laws;
(b) the Company's Board of Directors shall have duly
authorized the issuance of the Shares; and
(c) the Shares shall have been duly issued and paid for (in
an amount not less than $.01 par value thereof);
the Shares will be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm in Item
5 of the Registration Statement, and any amendments thereto,
filed in connection with the Plan.
Very truly yours,
/s/ G. William Sisley
G. William Sisley
EXHIBIT 23(a)
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Smith Corona Corporation:
We consent to the incorporation by reference in this
Registration Statement of Smith Corona Corporation on Form S-8 of
our report dated July 27, 1994 appearing in the Annual Report on
Form 10-K of Smith Corona Corporation for the fiscal year ended
June 30, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Stamford, Connecticut
November 10, 1994
EXHIBIT 99
<PAGE>
SMITH CORONA CORPORATION
1990 STOCK OPTION PLAN
ARTICLE I
PURPOSE OF PLAN
1.1 Establishment of Plan. The Company (as herein defined)
hereby establishes a stock option plan, as set forth herein,
which shall be known as the Smith Corona Corporation 1990 Stock
Option Plan (hereinafter the "Plan").
1.2 Plan Purpose. The purpose of the Plan is to assist the
Company in retaining valued employees by offering them a stake in
the Company's success and to promote decision-making at the
executive level that leads to the enhancement of shareholder
value.
ARTICLE II
DEFINITIONS
Whenever used in the Plan, the following terms shall have
the meanings set forth below unless otherwise expressly provided.
Any masculine terminology shall be deemed to refer either to a
male or a female, and the definition of any terms in the singular
shall also include the plural, whichever is appropriate in the
context.
2.1 "Board" means the Board of Directors of the Company.
2.2 "Change of Control" means (1) a reorganization,
consolidation or merger of the Company with or into another
entity, (2) a sale, transfer or lease of substantially all of the
Company's property or (3) the acquisition by an entity or group
not affiliated with Hanson PLC or the Company, of 20% or more of
the outstanding Shares unless Hanson PLC also owns 20% or more of
the outstanding Shares on and after such acquisition.
2.3 "Committee" means the committee described in Article V.
2.4 "Company" means the Smith Corona Corporation.
2.5 "Date of Grant" means the date on which an Option is
granted.
2.6 "Disability" means disability as defined in the
Company's Long-Term Disability Plan.
2.7 "Expiration Date" means the earliest of the following:
(i) if Optionee shall cease to be employed by the
Employer for any reason other than death, Disability,
Retirement or Termination for Cause, thirty (30) days after
the date of termination of employment; or
(ii) if Optionee shall cease to be employed by the
Company because of Disability, death or as a result of a
Special Employment Termination, the date twelve (12) months
after the date Optionee terminates employment because of
Disability, death or a Special Employment Termination; or
(iii) if Optionee shall cease to be employed by the
Company because of Retirement, the later of twelve (12)
months from the date of Retirement, or three (3) years and
six (6) months from the Date of Grant; or
(iv) if the Optionee is Terminated for Cause, the date
of termination of employment; or
(v) the day before the tenth anniversary of the Date
of Grant.
2.8 "Option" means any stock option granted under the Plan
and described in Article III.
2.9 "Optionee" means a person to whom an Option has been
granted under the Plan, which Option has not been exercised and
has not expired or terminated.
2.10 "Retirement" means retirement on or after the earliest
date permitted under the terms of the Company's pension plans as
amended from time to time.
2.11 "Share" or "Shares" means a share or shares of Common
Stock, $.01 par value, of the Company.
2.12 "Special Employment Termination" means termination of
employment within eighteen (18) months after a Change of Control
either (i) by action of the Company other than a Termination for
Cause or (ii) voluntarily by the Optionee on account of (a)
reduction in the Optionee's base salary in effect immediately
prior to the Change of Control, (b) discontinuance of any bonus
or other compensation plan (including, without limitation, the
Company's Supplemental Executive Retirement Plan), any stock-
related plan (including, without limitation, the Plan), life
insurance plan, health plan, disability plan, vacation plan,
severance plan or similar benefit plan (as the same existed
immediately prior to the Change of Control) in which the Optionee
participated or was eligible to participate immediately prior to
the Change of Control unless the Optionee is simultaneously
accorded an equivalent benefit or opportunity or any amendment to
any such plan which adversely affects the Optionee's
participation in, eligibility for, or materially reduces benefits
under, any such plan unless the Optionee is simultaneously
accorded an equivalent benefit or opportunity, (c) the Optionee's
demotion or a material reduction in the Optionee's duties or
responsibilities from those which existed immediately prior to
the Change of Control other than as a natural consequence, after
the Change of Control, of the Company no longer being subject to
the requirements of the Securities Act of 1933 or the Securities
Exchange Act of 1934, or the Company being a subsidiary or
division of the acquirer or (d) the assignment of new duties
requiring a relocation of the Optionee's domicile.
2.13 "Terminated" or "Termination for Cause" means a
termination on account of (i) a material breach by Optionee of
his or her obligations to the Company, (ii) employment by another
firm while in the Company's employ, (iii) theft, embezzlement,
bribery or act of comparable dishonesty or disloyalty or breach
of trust against the Company, (iv) the conviction of the Optionee
for a felony (or a plea of nolo contendere thereto), or (v) the
willful engaging by the Optionee in conduct materially injurious
to the Company.
ARTICLE III
RIGHTS TO BE GRANTED
3.1 Non-qualified Options. Rights that may be granted
under the Plan are non-qualified stock options, which give the
Optionee the right to purchase a specified number of Shares for a
price established by the Committee for a specified period of time
all as set forth in the Option Agreement.
ARTICLE IV
STOCK SUBJECT TO PLAN
4.1 Shares Available. A total of 3,900,000 Shares in the
aggregate will be reserved for and may be issued pursuant to the
Plan upon exercise of Options. The Shares so delivered may, at
the option of the Company, be either treasury Shares or Shares
originally issued for such purposes.
4.2 Stock Subject to Expired Options. If an Option
covering Shares terminates or expires without having been
exercised in whole or in part, other Options may be granted
covering the Shares as to which the unexercised Option relates.
ARTICLE V
ADMINISTRATION OF PLAN
5.1 Administration. The Plan shall be administered by the
Compensation and Benefits Committee of the Board ("Committee"),
which shall be composed of not less than three (3) directors of
the Company appointed by the Board, none of whom shall be
eligible (or shall have been eligible within one (1) year prior
to the date of his appointment) to be granted Options under the
Plan or to be selected as a participant under any other
discretionary plan of the Company or any of its affiliates
entitling him or her to acquire stock, stock options or stock
appreciation rights of the Company.
ARTICLE VI
GRANT OF RIGHTS
6.1 Option Grants. The Committee may grant Options to
eligible employees of the Company in such number and with such
frequency as the Committee determines in its sole discretion.
ARTICLE VII
ELIGIBILITY
7.1 Eligibility. Eligible employees to whom Options may be
granted shall be officers and other key employees of the Company,
including persons who are also officers and other key employees
of a subsidiary of the Company.
ARTICLE VIII
OPTION AGREEMENTS AND TERMS
All Options shall be evidenced by Option Agreements that
shall be executed on behalf of the Company and by the Optionee to
whom such Options are granted. The terms of each Option
Agreement shall be determined from time to time by the Committee,
consistent, however, with the following:
8.1 Time of Grant. All Options shall be granted
within ten (10) years from the earlier of (a) the effective
date of adoption of the Plan by the Board or (b) approval of
the Plan by the shareholders of the Company.
8.2 Option Price. The option price per Share shall be
determined by the Committee but shall be equal to or greater
than the fair market value of a Share. For the purposes of
this Plan, the fair market value on any date shall be the
average of the high and low sale prices of a Share as quoted
on the New York Stock Exchange.
8.3 Restrictions on Transferability. No Option shall
be transferable or assignable otherwise than by will or the
laws of descent and distribution and, during the lifetime of
the Optionee, an Option shall be exercisable only by such
Optionee. Upon the death of an Optionee, the person to whom
the rights shall have passed by will or by the laws of
descent and distribution may exercise any Options only in
accordance with the provisions of Section 8.7(a).
8.4 Payment Upon Exercise of Options. Full payment
for Shares purchased upon the exercise of an Option shall be
made in cash or in Shares already owned by the Optionee
having a total fair market value upon such exercise, as
determined by the Committee, equal to the option price or a
combination of cash and Shares having a total fair market
value, as so determined, equal to the option price.
8.5 Issuance of Certificate Upon Exercise of Options.
Upon payment of the option price and satisfaction of the
requirements of the Option Agreement, a certificate for the
number of whole Shares and a check for the fair market value
on the date of exercise of any fractional Share to which the
Optionee is entitled shall be delivered to such Optionee by
the Company; provided, however, that the Optionee has
remitted to the Company an amount determined by the Company,
necessary to satisfy applicable federal, state or local tax
withholding requirements. The Company shall not be
obligated to deliver any certificates for Shares until there
has been such compliance with such laws or regulations as
the Company may deem applicable including tax withholding
requirements under federal, state, or local laws. The
Company shall use its best efforts to effect such
compliance.
8.6 Fractional Shares. Only whole Shares shall be
issuable upon exercise of Options. Any right to a fractional
Share shall be satisfied in cash.
8.7 Vesting of Options. An Option shall not be
exercisable, in whole or in part, until the completion of
three (3) years of service with the Company (including any
approved leave of absence) following the Date of Grant,
except, however,
(a) In the event an Optionee ceases to be
employed by the Company by reason of his death, any
Option held by such Optionee shall be exercisable for a
period of up to twelve (12) months from the date of
death by the person to whom the rights of the Optionee
shall have passed by will or by the laws of descent and
distribution.
(b) In the event an Optionee ceases to be
employed by the Company by reason of his Disability, an
Option held by such Optionee shall be exercisable for a
period of up to twelve (12) months from the date of
such termination.
(c) In the event an Optionee ceases to be
employed by the Company by reason of his Retirement, an
Option held by such Optionee shall be exercisable for a
period not to exceed the later of,
(1) twelve (12) months from the date of
retirement, or
(2) three (3) years and six (6) months
from the Date of Grant.
(d) In the event an Optionee ceases to be
employed by the Company as a result of a Special
Employment Termination, any Option held by such
Optionee shall be exercisable for a period of up to
twelve (12) months from the date of such termination.
8.8 Expiration of Options. No Option granted
hereunder shall be exercisable after the Expiration Date.
8.9 Date of Exercise. The date of exercise of an
Option shall be the date on which written notice of
exercise, addressed to the Company at its main office, is
hand delivered, telecopied, or mailed first class postage
prepaid; provided, however, that the Company shall not be
obligated to deliver any certificates for Shares pursuant to
the exercise of an Option until the Optionee shall have made
payment in full of the option price for such Shares in
accordance with Section 8.5 and applicable income
withholding taxes.
8.10 Multiple Grants of Options. The grant,
exercise, termination or expiration of any Option shall have
no effect upon any other Option held by the same Optionee.
ARTICLE IX
RIGHTS AS SHAREHOLDERS
9.1 Shareholder Rights. An Optionee shall not have any
right as a shareholder with respect to any Shares subject to his
Options until the date of the issuance to him of a stock
certificate for such Shares.
ARTICLE X
CHANGES IN CAPITALIZATION, MERGERS,
DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS
10.1 Changes in Capitalization. In the event of a stock
dividend, stock split, recapitalization, subdivision, issuance of
rights, or other similar corporate change, the Board or Committee
shall make full anti-dilution adjustments in the aggregate number
of Shares that may be covered by Options issued pursuant to the
Plan and the number of Shares subject to, and the option price
of, each then outstanding Option.
10.2 Other Transactions. If during the term of any Option,
the Company shall be merged into or consolidated with or
otherwise combined with or acquired by another person or entity,
or there is a divisive reorganization or a liquidation or partial
liquidation of the Company, the Company may take such action as
the Board shall determine to be reasonable under the
circumstances in order to permit Optionees to realize the value
of rights granted to them under the Plan.
ARTICLE XI
PLAN NOT TO AFFECT EMPLOYMENT
11.1 Employment. Neither the Plan nor any Option shall
confer upon any employee of the Company any right to continue in
the employment of the Company.
ARTICLE XII
INTERPRETATION
12.1 In General. The Committee shall have the power to
interpret the Plan and to make and amend rules for putting it
into effect and administering it. All interpretations and
determinations of the Committee shall be final, conclusive and
binding on all interested parties. Options granted under the
Plan shall be non-qualified options, which shall constitute
property subject to federal income tax pursuant to the provisions
of Section 83 of the Internal Revenue Code of 1986, as amended,
and the Plan shall qualify for the exemption available under Rule
16b-3 (or any similar rule) of the Securities and Exchange
Commission. The provisions of the Plan shall be interpreted and
applied insofar as possible to carry out such intent.
12.2 Securities Laws. The Committee shall have the power
to make each grant under the Plan subject to such conditions as
it deems necessary or appropriate to comply with the then
existing requirements of the Securities Act of 1933 or the
Securities Exchange Act of 1934, and any applicable state
securities laws.
ARTICLE XIII
AMENDMENTS
13.1 Amendments. The Plan may be amended by the Board, but
any amendment that requires the approval of the shareholders of
the Company in order to maintain the exemption available under
Rule 16b-3 (or any similar rule) of the Securities and Exchange
Commission, shall require the approval of the holders of such
portion of the shares of the capital stock of the Company present
and entitled to vote on such amendment as is required by
applicable state law and the terms of the Company's By-laws, as
then in effect, to make the amendment effective. No outstanding
Option shall be adversely affected by any amendment without the
written consent of the Optionee or other person then entitled to
exercise such Option.
ARTICLE XIV
EFFECTIVE DATE AND TERM OF PLAN
14.1 Effective Date and Term. The Plan shall become
effective on the date determined when the Plan is adopted by the
Board, and shall expire no later than ten (10) years from such
date, unless sooner terminated by the Board. The Board shall
submit the Plan to the shareholders of the Company for their
approval following the adoption of the Plan by the Board. Any
Option granted before the approval of the Plan by the Company's
shareholders shall be expressly conditioned upon, and shall not
be exercisable until, such approval. If such shareholder
approval is not received before one (1) year from the effective
date of adoption, the Board shall have the right to terminate the
Plan, in which case all Options granted under the Plan shall
expire.
ARTICLE XV
GENERAL
15.1 Applicable Law. The issuance of Shares on the
exercise of an Option shall be subject to all of the applicable
requirements of the Delaware General Corporation Law and other
applicable laws, including federal or state securities laws, and
all Shares issued under the Plan shall be subject to the terms
and restrictions contained in the By-laws of the Company, as
amended from time to time. The interpretation or construction of
the Plan shall be governed by the laws of the State of New York,
without bringing into effect the principles of conflicts of law.
