<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
EXABYTE CORPORATION
(Exact name of registrant as specified in its charter)
__________________
DELAWARE 84-0988566
------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
__________________
1685 38TH STREET
BOULDER, COLORADO 80301
(303) 442-4333
(Address and telephone number of principal executive offices)
__________________
INCENTIVE STOCK PLAN
(Full title of the plans)
WILLIAM L. MARRINER
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
EXABYTE CORPORATION
1685 38TH STREET
BOULDER, COLORADO 80301
(303) 442-4333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
__________________
Copies to:
Frederick T. Muto, Esq.
Cooley Godward Castro Huddleson & Tatum
4365 Executive Drive, Suite 1200
San Diego, California 92121
(619) 453-3555
__________________
Total Number of Pages:
Exhibit Index at Page:
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
====================================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum
to be Registered Registered Offering Price Per Aggregate Offering Amount of
Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Stock Option and
Common Stock (par 500,000 $11.875 $5,937,500.00 $2,047.44
value $.001)
====================================================================================================================================
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) of the Securities Act of
1933. The price per share and aggregate offering price are based upon the
average of the high and low price of the Registrant's Common Stock on July
26, 1996 as reported on the Nasdaq National Market.
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-33414, 33-42182, 33-65168 AND
33-64591
The contents of the Registration Statements on Form S-8 Nos. 33-33414,
33-42182, 33-65168 and 33-64591 filed with the Securities and Exchange
Commission on February 9, 1990, November 12, 1991, June 25, 1993 and
November 27, 1995, respectively, are incorporated by reference herein.
EXHIBITS
EXHIBIT
NUMBER
- ------
5.1 Opinion of General Counsel.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of General Counsel is contained in Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1 Employee Stock Purchase Plan, as amended and restated on January 26,
1996.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Boulder, State of
Colorado on July 26, 1996.
EXABYTE CORPORATION
By: /s/ William L. Marriner
----------------------------
William L. Marriner
Executive Vice President,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter D. Behrendt and William L.
Marriner, and each or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and restitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/Peter D. Behrendt President, Chief Executive Officer July 25, 1996
- --------------------- and Director (Principal Executive Officer)
(Peter D. Behrendt)
/s/ William L. Marriner Executive Vice President, Chief Financial July 25, 1996
- ----------------------- Officer (Principal Financial and Accounting
(William L. Marriner) Officer)
/s/ Bruce M. Holland Director July 25, 1996
- -----------------------
(Bruce M. Holland)
/s/ James M. McCoy Director July 25, 1996
- -----------------------
(James M. McCoy)
/s/ Thomas E. Pardun Director July 25, 1996
- -----------------------
(Thomas E. Pardun)
______________________ Director July 25, 1996
(Mark W. Perry)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Ralph Z.Sorenson Director July 25, 1996
- -----------------------
(Ralph Z. Sorenson)
/s/ Thomas G. Washing Director July 25, 1996
- -----------------------
(Thomas G. Washing)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER PAGE NUMBER
5.1 Opinion of General Counsel.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of General Counsel is contained in
Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1 Employee Stock Purchase Plan, as amended and restated on January 26,
1996.
<PAGE>
July 23, 1996
EXHIBIT 5.1
Exabyte Corporation
1685 38th Street
Boulder, CO 80301
To whom it may concern:
You have requested my opinion with respect to certain matters in connection with
the filing by Exabyte Corporation (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 500,000 shares of the Company's Common
Stock, $.00l par value, (the "Shares") pursuant to its Employee Stock Purchase
Plan (the "Purchase Plan").
In connection with this opinion, I have examined the Registration Statement, the
Restated Certificate of Incorporation and By-laws, as amended, and such other
documents, records, certificates, memoranda, and other instruments as I deem
necessary as a basis for this opinion. I have assumed the genuineness and
authenticity of all documents submitted to me as originals, the conformity to
originals of all documents submitted to me as copies thereof and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing and in reliance thereon, I am of the opinion that
the Shares, when sold and issued in accordance with the Plan and the
Registration Statement, will be validly issued, fully paid and nonassessable
(except as to those shares issued pursuant to certain deferred payment
arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Stephen F. Smith
- --------------------
Stephen F. Smith
General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 17, 1996, appearing on page 36
of Exabyte Corporation's Annual Report on Form 10-K for the year ended December
30, 1995.
PRICE WATERHOUSE LLP
Boulder, Colorado
July 29, 1996
<PAGE>
EXHIBIT 99.1
EXABYTE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Adopted November 14, 1989
Amended and Restated January 26, 1996
1. PURPOSE.
--------
(a) The purpose of the Plan is to provide a means by which employees of
Exabyte Corporation, a Delaware corporation (the "Company"), and its
Affiliates, as defined in subparagraph 1(b), which are designated as
provided in subparagraph 2(b), may be given an opportunity to purchase
stock of the Company.
(b) The word "Affiliate" as used in the Plan means any parent corporation or
subsidiary corporation of the Company, as those terms are defined in
Sections 424(e) and (f), respectively, of the Internal Revenue Code of
1986, as amended (the "Code").
(c) The Company, by means of the Plan, seeks to retain the services of its
employees, to secure and retain the services of new employees, and to
provide incentives for such persons to exert maximum efforts for the
success of the Company.
(d) The Company intends that the rights to purchase stock of the Company
granted under the Plan be considered options issued under an "employee
stock purchase plan" as that term is defined in Section 423(b) of the Code.
2. ADMINISTRATION.
---------------
(a) The Plan shall be administered by the Board of Directors (the "Board")
of the Company unless and until the Board delegates administration to a
Committee, as provided in subparagraph 2(c). Whether or not the Board has
delegated administration, the Board shall have the final power to determine
all questions of policy and expediency that may arise in the administration
of the Plan.
(b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:
(i) To determine when and how rights to purchase stock of the
Company shall be granted and the provisions of each offering of such
rights (which need not be identical).
(ii) To designate from time to time which Affiliates shall be
eligible to participate in the Plan.
(iii) To construe and interpret the Plan and rights granted under it,
and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct
any defect, omission or inconsistency in the Plan, in a manner and to
the extent it shall deem necessary or expedient to make the Plan fully
effective.
(iv) To amend the Plan as provided in paragraph 13.
(v) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests
of the Company.
(c) The Board may delegate administration of the Plan to a Committee
composed of not fewer than two (2) members of the Board (the "Committee").
If administration is delegated to a Committee,
1
<PAGE>
the Committee shall have, in connection with the administration of the Plan,
the powers theretofore possessed by the Board, subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee
at any time and revest in the Board the administration of the Plan.
3. SHARES SUBJECT TO THE PLAN.
---------------------------
Subject to the provisions of paragraph 12 relating to adjustments upon changes
in stock, the stock that may be sold pursuant to rights granted under the Plan
shall not exceed in the aggregate one million (1,000,000) shares of the
Company's $.001 par value common stock (the "Common Stock"). If any right
granted under the Plan shall for any reason terminate without having been
exercised, the Common Stock not purchased under such right shall again become
available for the Plan.
4. GRANT OF RIGHTS; OFFERING.
--------------------------
The Board or the Committee may from time to time grant or provide for the grant
of rights to purchase Common Stock of the Company under the Plan to eligible
employees (an "Offering") on a date or dates (the "Offering Date(s)") selected
by the Board or the Committee. Each Offering shall be in such form and shall
contain such terms and conditions as the Board of the Committee shall deem
appropriate. If an employee has more than one right outstanding under the Plan,
unless he or she otherwise indicates in agreements or notices delivered
hereunder: (1) each agreement or notice delivered by that employee will be
deemed to apply to all of his or her rights under the Plan, and (2) a right
with a lower exercise price (or an earlier-granted right, if two rights have
identical exercise prices), will be exercised to the fullest possible extent
before a right with a higher exercise price (or a later-granted right, if two
rights have identical exercise prices) will be exercised. The provisions of
separate Offerings need not be identical, but each Offering shall include
(through incorporation of the provisions of this Plan by reference in the
Offering or otherwise) the substance of the provisions contained in paragraphs 5
through 8, inclusive.
5. ELIGIBILITY.
------------
(a) Rights may be granted only to employees of the Company or, as the Board
or the Committee may designate as provided in subparagraph 2(b), to
employees of any Affiliate of the Company. Except as provided in
subparagraph 5(b), an employee of the Company or any Affiliate shall not be
eligible to be granted rights under the Plan, unless, on the Offering Date,
such employee has been in the employ of the Company or any Affiliate for
such continuous period preceding such grant as the Board or the Committee
may require, but in no event shall the required period of continuous
employment be equal to or greater than two (2) years. In addition, unless
otherwise determined by the Board or the Committee and set forth in the
terms of the applicable Offering, no employee of the Company or any
Affiliate shall be eligible to be granted rights under the Plan, unless, on
the Offering Date, such employee's customary employment with the Company or
such Affiliate is at least twenty (20) hours per week and at least five (5)
months per calendar year.
(b) The Board or the Committee may provide that, each person who, during the
course of an Offering, first becomes an eligible employee of the Company or
designated Affiliate will, on a date or dates specified in the Offering
which coincides with the day on which such person becomes an eligible
employee or occurs thereafter, receive a right under that Offering, which
right shall thereafter be deemed to be a part of that Offering. Such right
shall have the same characteristics as any rights originally granted under
that Offering, as described herein, except that:
(i) the date on which such right is granted shall be the "Offering
Date" of such right for all purposes, including determination of the
exercise price of such right;
(ii) the Offering Period (as defined below) for such right shall
begin on its Offering Date and end coincident with the end of such
Offering; and
2
<PAGE>
(iii) the Board or the Committee may provide that if such person
first becomes an eligible employee within a specified period of time
before the end of the Offering Period for such Offering, he or she will
not receive any right under that Offering.
(c) No employee shall be eligible for the grant of any rights under the Plan
if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or of any Affiliate. For
purposes of this subparagraph 5(c), the rules of Section 424(d) of the Code
shall apply in determining the stock ownership of any employee, and stock
which such employee may purchase under all outstanding rights and options
shall be treated as stock owned by such employee.
(d) An eligible employee may be granted rights under the Plan only if such
rights, together with any other rights granted under "employee stock
purchase plans" of the Company and any Affiliates, as specified by Section
423(b)(8) of the Code, do not permit such employee's rights to purchase
stock of the Company or any Affiliate to accrue at a rate which exceeds
twenty-five thousand dollars ($25,000) of fair market value of such stock
(determined at the time such rights are granted) for each calendar year in
which such rights are outstanding at any time.
6. RIGHTS; PURCHASE PRICE.
-----------------------
(a) On each Offering Date, each eligible employee, pursuant to an Offering
made under the Plan, shall be granted the right to purchase the number of
shares of Common Stock of the Company purchasable with a percentage
designated by the Board or Committee not to exceed fifteen percent (15%) of
such employee's Earnings (as defined in Section 7(a)) during the period
which begins on the Offering Date (or such later date as the Board or the
Committee determines for a particular Offering) and ends on the date stated
in the Offering, which date shall be no more than twenty-seven (27) month
after the Offering Date (the "Offering Period"). In connection with each
Offering made under this Plan, the Board or the Committee shall specify a
maximum number of shares which may be purchased by any employee as well as a
maximum aggregate number of shares which may be purchased by all eligible
employees pursuant to such Offering. In addition, in connection with each
Offering which contains more than one Exercise Date (as defined in the
Offering), the Board or the Committee may specify a maximum aggregate number
of shares which may be purchased by all eligible employees on any given
Exercise Date under the Offering. If the aggregate purchase of shares upon
exercise of rights granted under the Offering would exceed any such maximum
aggregate number, the Board or the Committee shall make a pro rata
allocation of the shares available in as nearly a uniform manner as shall be
practicable and as it shall deem to be equitable.
(b) The purchase price of stock acquired pursuant to rights granted under
the Plan shall be not less than the lesser of:
(i) an amount equal to eighty-five percent (85%) of the fair market
value of the stock on the Offering Date; or
(ii) an amount equal to eighty-five percent (85%) of the fair market
value of the stock on the Exercise Date.
7. PARTICIPATION; WITHDRAWAL; TERMINATION.
---------------------------------------
(a) An eligible employee may become a participant in an Offering by
delivering a participation agreement to the Company within the time
specified in the Offering, in such form as the Company provides. Each such
agreement shall authorize payroll deductions of up to ten percent (10%) of
such employee's Earnings during the Offering Period. "Earnings" is defined
as an employee's basic or regular rate of compensation as of the beginning
of the Offering Period, including all salary, wages and other remuneration
paid to an employee (including amounts elected to be deferred by the
employee, that would otherwise have been paid, under any cash or deferred
arrangement established by the Company) but excluding overtime pay,
commissions, bonuses, profit sharing, any special payments for extraordinary
services, the cost of
3
<PAGE>
employee benefits paid for by the Company, education or tuition
reimbursements, imputed income arising under any Company group insurance or
benefit program, traveling expenses, business and moving expense
reimbursements, income received in connection with stock options, and
contributions made by the Company under any employee benefit plan. The
payroll deductions made for each participant shall be credited to an account
for such participant under the Plan and shall be deposited with the general
funds of the Company. A participant may reduce, increase or begin such
payroll deductions after the beginning of any Offering Period only as
provided for in the Offering. A participant may make additional payments
into his or her account only if specifically provided for in the Offering
and only if the participant has not had the maximum amount withheld during
the Purchase Period.
(b) At any time during an Offering Period a participant may terminate his or
her payroll deductions under the Plan and withdraw from the Offering by
delivering to the Company a notice of withdrawal in such form as the Company
provides. Such withdrawal may be elected at any time prior to the end of the
Offering Period, except as provided by the Board or the Committee in the
Offering. Upon such withdrawal from the Offering by a participant, the
Company shall distribute to such participant all of his or her accumulated
payroll deductions (reduced to the extent, if any, such deductions have been
used to acquire stock for the participant) under the Offering, without
interest, and such participant's interest in that Offering shall be
automatically terminated. A participant's withdrawal from an Offering will
have no effect upon such participant's eligibility to participate in any
other Offerings under the Plan but such participant will be required to
deliver a new participation agreement in order to participate in subsequent
Offerings under the Plan.
(c) Rights granted pursuant to any Offering under the Plan shall terminate
immediately upon cessation of any participating employee's employment with
the Company or an Affiliate, for any reason, and the Company shall
distribute to such terminated employee all of his or her accumulated payroll
deductions (reduced to the extent, if any, such deductions have been used to
acquire stock for the terminated employee), under the Offering, without
interest.
(d) Rights granted under the Plan shall not be transferable and, except as
provided in Section 14, shall be exercisable only by the person to whom such
rights are granted.
8. EXERCISE.
---------
(a) On each exercise date, as defined in the relevant Offering (an "Exercise
Date"), each participant's accumulated payroll deductions (without any
increase for interest) will be applied to the purchase of whole shares of
stock of the Company, up to the maximum number of shares permitted pursuant
to the terms of the Plan and the applicable Offering, at the purchase price
specified in the Offering. No fractional shares shall be issued upon the
exercise of rights granted under the Plan. The amount, if any, of
accumulated payroll deductions remaining in each participant's account after
the purchase of shares which is less than the amount required to purchase
one share of stock on the final Exercise Date of an Offering shall be held
in each such participant's account for the purchase of shares under the next
Offering under the Plan, unless such participant withdraws from such next
Offering, as provided in subparagraph 7(b), or is no longer eligible to be
granted rights under the Plan, as provided in paragraph 5, in which case
such amount shall be distributed to the participant after the final Exercise
Date of the Offering, without interest. The amount, if any, of accumulated
payroll deductions remaining in any participant's account after the purchase
of shares which is equal to the amount required to purchase whole shares of
stock on the final Exercise Date of an Offering shall be distributed in full
to the participant after such Exercise Date, without interest.
(b) No rights granted under the Plan may be exercised to any extent unless
the Plan (including rights granted thereunder) is covered by an effective
registration statement pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). If on an Exercise Date of any Offering hereunder the
Plan is not so registered, no rights granted under the Plan or any Offering
shall be exercised on said Exercise Date and all payroll deductions
accumulated during the purchase period (reduced to the extent, if any, such
deductions have been used to acquire stock) shall be distributed to the
participants, without interest.
4
<PAGE>
9. COVENANTS OF THE COMPANY.
-------------------------
(a) During the terms of the rights granted under the Plan, the Company shall
keep available at all times the number of shares of stock required to
satisfy such rights.
(b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required
to issue and sell shares of stock upon exercise of the rights granted under
the Plan. If, after reasonable efforts, the Company is unable to obtain from
any such regulatory commission or agency the authority which counsel for the
Company deems necessary for the lawful issuance and sale of stock under the
Plan, the Company shall be relieved from any liability for failure to issue
and sell stock upon exercise of such rights unless and until such authority
is obtained.
10. USE OF PROCEEDS FROM STOCK.
---------------------------
Proceeds from the sale of stock pursuant to rights granted under the Plan shall
constitute general funds of the Company.
11. RIGHTS AS A STOCKHOLDER.
------------------------
A participant shall not be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares subject to rights granted under
the Plan unless and until certificates representing such shares shall have been
issued.
12. ADJUSTMENTS UPON CHANGES IN STOCK.
----------------------------------
(a) If any change is made in the stock subject to the Plan, or subject to
any rights granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or otherwise), the Plan
and outstanding rights will be appropriately adjusted in the class(es) and
maximum number of shares subject to the Plan and the class(es) and number of
shares and price per share of stock subject to outstanding rights.
(b) In the event of: (1) a dissolution or liquidation of the Company; (2) a
merger of consolidation in which the Company is not the surviving
corporation; (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's Common Stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise; or (4)
any other capital reorganization in which more than fifty percent (50%) of
the shares of the Company entitled to vote are exchanged, then, as
determined by the Board in its sole discretion (i) any surviving corporation
may assume outstanding rights or substitute similar rights for those under
the Plan, (ii) such rights may continue in full force and effect, or (iii)
participants' accumulated payroll deductions may be used to purchase Common
Stock immediately prior to the transaction described above and the
participants' rights under the ongoing Offering terminated.
13. AMENDMENT OF THE PLAN.
----------------------
(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 12 relating to adjustments upon
changes in stock, no amendment shall be effective unless approved by the
stockholders of the Company within twelve (12) months before or after the
adoption of the amendment, where the amendment will:
(i) Increase the number of shares reserved for rights under the
Plan;
(ii) Modify the provisions as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval
in order for the Plan to obtain employee stock purchase plan treatment
under Section 423 of the Code); or
5
<PAGE>
(iii) Modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to obtain employee stock
purchase plan treatment under Section 423 of the Code or to comply
with the requirements of Rule 16b-3 promulgated under the Exchange
Act.
It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide eligible
employees with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating
to employee stock purchase plans and/or to bring the Plan and/or rights
granted under it into compliance therewith.
(b) Rights and obligations under any rights granted before amendment of the
Plan shall not be altered or impaired by any amendment of the Plan, except
with the consent of the person to whom such rights were granted.
14. DESIGNATION OF BENEFICIARY
--------------------------
(a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of
an Offering but prior to delivery to him of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who
is to receive any cash from participant's account under the Plan in the
event of such participant's death during an Offering Period.
(b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and
in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant's death, the Company shall deliver
such shares and/or cash to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may
deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, as if no spouse, dependent or
relative is known to the company, then to such other person as the Company
may designate.
15. TERMINATION OR SUSPENSION OF THE PLAN.
--------------------------------------
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate ten (10) years from the date
this amendment and restatement of the Plan is adopted by the Board or
approved by the stockholders of the Company, whichever is earlier. No
rights may be granted under the Plan while the Plan is suspended or after
it is terminated.
(b) Rights and obligations under any rights granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom such rights were
granted.
16. EFFECTIVE DATE OF PLAN.
-----------------------
The Plan shall become effective as determined by the Board, but no rights
granted under the Plan shall be exercised unless and until the Plan has
been approved by the stockholders of the Company.
6
