<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
================================================================================
ICF KAISER INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 54-1437073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 Lee Highway
Fairfax, Virginia 22031-1207
(Address of Principal Executive Offices, including Zip Code)
ICF KAISER INTERNATIONAL, INC.
CONSULTANTS, AGENTS, AND PART-TIME EMPLOYEES STOCK PLAN
(Full title of the plan)
Paul Weeks, II, Esq.
Senior Vice President, General Counsel and Secretary
ICF KAISER INTERNATIONAL, INC.
9300 Lee Highway, Fairfax, Virginia 22031-1207
(703) 934-3600
(Name, address, and telephone number of agent for service)
<TABLE>
<CAPTION>
==================================================================================================================
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate offering Amount of
to be Registered Registered per share price Registration fee
==================================================================================================================
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares* $4.375 per share** $4,375,000.00 $1,508.62
- ------------------------------------------------------------------------------------------------------------------
Preferred Stock *** N/A N/A N/A
Purchase Rights
==================================================================================================================
</TABLE>
* This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to adjustments deemed necessary or
equitable by the Board of Directors of the Registrant upon stock splits,
stock dividends, or other similar changes in capitalization, as provided in
Section 7 of the ICF Kaiser International, Inc. Consultants, Agents, and
Part-time Employees Stock Option Plan.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h), based on the average of the high
and low sales prices for the Common Stock on June 23, 1995, as reported on
the New York Stock Exchange Composite Tape.
*** Each share of Common Stock issued by the Registrant has one associated non-
detachable Preferred Stock Purchase Right.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by ICF Kaiser
International, Inc. (the "Company" or the "Registrant") (Commission File No. 1-
12248) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1995;
(b) The "Description of Capital Stock" section in the Company's
Registration Statement on Form S-1 (Reg. No. 33-51677) filed with
the Commission on December 23, 1993.
All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Paul Weeks, II, Senior Vice President, General Counsel, and Secretary of
the Company, has passed on the legality of the Common Stock offered hereby for
the Company. As of June 23, 1995, Mr. Weeks owned 34,626 shares of the Company's
Common Stock (6,088 of which are held by the Company's Employee Stock Ownership
Plan and allocated to his account and 863 of which are in his directed
investment account under the Company's Retirement Plan). Mr. Weeks has been
granted options under the Company's Stock Incentive Plan for 11,667 shares of
Common Stock, of which options for 9,667 shares were exercisable as of or within
60 days of June 23, 1995.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under the Delaware General Corporation Law ("Delaware Law"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to an action by reason of the person's past or present service
as a director, officer, employee, or agent of the corporation or of the person's
past or present service, at the corporation's request, as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise. Under the Delaware Law, a corporation may indemnify such
persons against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement that are actually and reasonably incurred by that
person in connection with such action. The Delaware Law provides, however, that
such person must have acted in good faith and in a manner that such person
reasonably believed to be in (or not opposed to) the corporation's best
interests. In respect of any criminal
-1-
<PAGE>
action or proceeding, an indemnifiable person must have no reasonable cause to
believe such conduct to be unlawful. In addition, the Delaware Law permits no
indemnification in any action by or in the right of the corporation where such
person has been adjudged liable to the corporation, unless, and only to the
extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for costs the court deems proper in spite of liability
adjudication.
The sections of the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated By-laws relating to indemnification of
directors and officers provide for mandatory indemnification of directors and
officers on generally the same terms as permitted by the Delaware Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits listed below are listed according to the number assigned in
the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
- ----------- ----------------------
5 Opinion of Paul Weeks, II, Senior Vice President, General
Counsel, and Secretary of the Company, as to the legality of the
securities to which this registration statement relates
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Paul Weeks, II (contained in Exhibit 5)
24 Powers of Attorney (included on the signatures pages of this
Registration Statement)
99 ICF Kaiser International, Inc. Consultants, Agents, and Part-time
Employees Stock Plan dated as of June 23, 1995.
ITEM 9. UNDERTAKINGS (NUMBERED AS IN ITEM 512 OF REGULATION S-K)
(a) The undersigned registrant 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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the
-2-
<PAGE>
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 the undertakings set forth in paragraphs (1)(i) and
- -------- -------
(1)(ii) above 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 registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
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 County of Fairfax, the Commonwealth of Virginia, on the
date indicated below.
ICF KAISER INTERNATIONAL, INC.
(Registrant)
Date: June 23, 1995 By /s/ James O. Edwards
----------------------
James O. Edwards,
Chairman and Chief Executive Officer
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway,
and each of them severally, his or her true and lawful attorneys to execute (in
the name of and on behalf of and as attorneys for the undersigned) this
Registration Statement on Form S-8 and any and all amendments thereto, and to
file the same, with all exhibits thereto and other documents in connection
with, the Securities and Exchange Commission.
- --------------------------------------------------------------------------------
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.
(1) Principal executive officer
Date: June 23, 1995 By /s/ James O. Edwards
---------------------------
James O. Edwards,
Chairman and Chief Executive Officer
(2) Principal financial and accounting officer
Date: June 23, 1995 By /s/ Richard K. Nason
-------------------------
Richard K. Nason,
Executive Vice President and
Chief Financial Officer
-4-
<PAGE>
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas,
Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway,
and each of them severally, his or her true and lawful attorneys to execute (in
the name of and on behalf of and as attorneys for the undersigned) this
Registration Statement on Form S-8 and any and all amendments thereto, and to
file the same, with all exhibits thereto and other documents in connection
with, the Securities and Exchange Commission.
- --------------------------------------------------------------------------------
(3) Board of Directors
Date: June 23, 1995 By /s/ Gian Andrea Botta
-------------------------
Gian Andrea Botta,
Director
Date: June 23, 1995 By /s/ Tony Coelho
-------------------
Tony Coelho,
Director
Date: June 23, 1995 By /s/ James O. Edwards
-------------------------
James O. Edwards,
Director
Date: June 23, 1995 By /s/ Frederic V. Malek
-------------------------
Frederic V. Malek,
Director
Date: June 23, 1995 By
___________________
Rebecca P. Mark,
Director
Date: June 23, 1995 By /s/ Richard K. Nason
------------------------
Richard K. Nason,
Director
Date: June 23, 1995 By /s/ Robert W. Page, Sr.
-------------------------
Robert W. Page, Sr.
Director
Date: June 23, 1995 By /s/ Marc Tipermas
-----------------------
Marc Tipermas,
Director
-5-
<PAGE>
Exhibit No. 5
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031
June 28, 1995
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031
Re: ICF Kaiser International, Inc. Consultants, Agents, and Part-time
-----------------------------------------------------------------
Employees Stock Plan
--------------------
Gentlemen:
Referring to the Registration Statement on Form S-8 which ICF Kaiser
International, Inc. (the "Company") has filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the offering pursuant to the ICF Kaiser International, Inc.
Consultants, Agents, and Part-time Employees Stock Option Plan (the "Plan") of
up to 1,000,000 shares of the Company's Common Stock, I am of the opinion that:
1. The shares of Common Stock which are to be sold and delivered by the
Company pursuant to the Plan have been duly and validly authorized by the
Company.
2. The shares of Common Stock which are to be sold and delivered by the
Company pursuant to the Plan as contemplated, when issued and delivered in
accordance with the terms of the Plan, will be legally issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit No. 5 to the Registration Statement referred to
above and to the use of my name under the heading "Interests of Named Experts
and Counsel."
Very truly yours,
/s/ Paul Weeks, II
-----------------------
Paul Weeks, II
Senior Vice President,
General Counsel and Secretary
<PAGE>
Exhibit No. 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of ICF Kaiser International, Inc. (the Company) on Form S-8 of our
report dated April 28, 1995, on our audits of the consolidated financial
statements and financial statement schedules of ICF Kaiser International, Inc.
and Subsidiaries as of February 28, 1995 and 1994 and for the three years in the
period ended February 28, 1995, which report is included in the Company's Annual
Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
June 28, 1995
<PAGE>
Exhibit No. 99
================================================================================
ICF KAISER INTERNATIONAL, INC. CONSULTANTS, AGENTS,
AND PART-TIME EMPLOYEES STOCK PLAN
===============================================================================
1. Purpose. The purpose of this plan ("Plan") is to promote the
-------
interests of ICF Kaiser International, Inc. ("ICF Kaiser") by affording its
consultants, agents, and part-time employees an incentive, by means of an
opportunity to acquire ICF Kaiser's Common Stock, par value $0.01 per share, and
to share in the increase in the value of the Common Stock, to enter into a
working relationship with the Company, to remain in the employ of the Company,
and to exert their maximum efforts in its behalf.
2. Administration and Delegation. The Plan shall be administered
-----------------------------
by the Chief Executive Officer ("CEO") of ICF Kaiser. In addition to his duties
with respect to the Plan stated elsewhere in the Plan, the CEO or his Delegee
shall have full authority, consistently with the Plan, to interpret the Plan, to
promulgate such rules and regulations with respect to the Plan as he/she deems
desirable, and to make all other determinations necessary or desirable for the
administration of the Plan. All decisions, determinations, and interpretations
of the CEO shall be binding upon all persons. The CEO may delegate to any
executive officer of ICF Kaiser (the "Delegee") the discretion (a) to select
Participants to whom Options or Restricted Shares shall be granted from among
the consultants, agents, and part-time employees of ICF Kaiser and its
Subsidiaries and (b) as set forth below in the Plan, to perform such other
functions of the CEO as are specified in this Plan with respect to Participants.
3. Shares Subject to the Plan. The aggregate combined number of
--------------------------
shares of Common Stock which may be covered by stock options ("Options") granted
pursuant to the Plan or which may be granted as restricted shares ("Restricted
Shares") is 1,000,000 shares, subject to adjustment under Section 7. Shares
which may be delivered on exercise or settlement of Options may be previously
issued shares reacquired by ICF Kaiser or authorized but unissued shares. Shares
covered by Options that expire unexercised or are cancelled shall again be
available for grant under the Plan. In any instance in which the Restricted
Shares are forfeited back to the Corporation pursuant to Section 6 below), such
shares shall again be available for grant under the Plan.
4. Eligibility. The CEO or his Delegee shall from time to time in
-----------
his/her discretion select the persons to whom Options and Restricted Shares
shall be granted ("Participants") from among the consultants, agents, and part-
time employees of ICF Kaiser and its consolidated subsidiaries.
5. Option Grants.
-------------
(a) The CEO or his Delegee shall in his/her discretion
determine the time or times when Options shall be granted and the number of
shares of Common Stock to be subject to each Option. All Options granted under
the Plan shall be non-qualified Options.
(b) Except as provided in paragraph (d), each Option shall be
for such term as the CEO or his Delegee shall determine, but not more than 5
years from the date it is granted, except that the term of an Option may extend
up to 6 years from the date the Option is granted if the Participant dies within
the 5th year following the date of grant.
(c) The purchase price for each share of Common Stock subject
to an Option shall be not less than the fair market value of the Common Stock,
on the date the Option is granted.
(d) Exercise of an Option shall be by written notice in the
form and manner determined by the CEO or his Delegee. Except as otherwise
determined by the CEO or his Delegee, no Option may be exercised to any extent
before one year from the date of grant. The CEO or his Delegee in his/her
discretion may (1) determine installment exercise terms for an Option under
which it may be exercised in a series of
Page 1 of 3
<PAGE>
cumulative installments, (2) prescribe rules limiting the frequency of exercise
of Options or the minimum number of shares that may be exercised at any one
time, (3) determine the form of consideration (including cash, shares of Common
Stock, or any combination thereof) which may be accepted in payment of the
purchase price of shares purchased pursuant to the exercise of an Option, and
(4) prescribe such other rules or conditions as he/she considers appropriate
regarding the exercise of Options granted under the Plan.
(e) Each Option shall be evidenced by a written instrument
which shall state such terms and conditions which are not inconsistent with the
provisions of the Plan as the CEO or his Delegee in his/her sole discretion
shall determine and approve, including terms and conditions regarding the
exercise of Options upon termination of any consultant's or agent's working
relationship with ICF Kaiser or upon termination of any part-time employee's
employment status.
(f) The CEO or his Delegee or ICF Kaiser may, in their
respective discretion, take other steps to enable ICF Kaiser to facilitate the
payment of the exercise price of any Option granted pursuant to the Plan or for
payment of tax withholding obligations, including but not limited to arranging
for the provision of loans by, or other arrangements with, third parties,
including but not limited to banks or brokers, with or without a guarantee of
such loans by ICF Kaiser.
6. Restricted Shares
-----------------
(a) The CEO or his Delegee may from time to time, and subject
to the provisions of the Plan and such other terms and conditions as he/she may
determine, grant Restricted Shares under the Plan. Each grant of Restricted
Shares shall be evidenced by a written instrument which shall state the number
of Restricted Shares covered by the grant and the terms and conditions which the
CEO or his Delegee shall have determined with respect to such grant. Restricted
Shares shall be whole shares of Common Stock.
(b) A stock certificate representing the Restricted Shares
granted to a Participant shall be registered in the Participant's name but shall
be held in custody by ICF Kaiser for the Participant's account. The Participant
generally shall have the rights and privileges of a shareholder as to such
Restricted Shares, including the right to vote or otherwise act as a shareholder
with respect to such Restricted Shares, except the following restrictions shall
apply: (i) the Participant shall not be entitled to delivery of the certificate
until the expiration or termination of the Restriction Period (as defined
herein) and the satisfaction of any other conditions prescribed by the CEO or
his Delegee; (ii) none of the Restricted Shares may be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of prior to termination
of the Restriction Period; (iii) the Participant shall forfeit and immediately
transfer back to the Corporation without payment all of the Restricted Shares,
and all rights of the Participant to such Restricted Shares shall terminate
without further obligation on the part of ICF Kaiser, if and when the
Participant ceases to be a consultant, an agent, or a part-time employee of ICF
Kaiser or any of its Subsidiaries prior to expiration or termination of the
Restriction Period and the satisfaction of any other conditions prescribed by
the CEO or his Delegee applicable to such Restricted Shares. Cash dividends, if
any, with respect to the Restricted Shares shall be paid to the Participant.
(c) Upon the expiration or termination of the Restriction
Period and the satisfaction of any other conditions prescribed by the CEO or his
Delegee, the restrictions applicable to the Restricted Shares shall lapse and a
stock certificate for the number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions, to
the Participant or the Participant's beneficiary or estate, as the case may be.
No payment will be required from the Participant upon the issuance or delivery
of any Restricted Shares, except that any amount necessary to satisfy applicable
federal, state, or local tax requirements shall be withheld or paid promptly
upon notification of the amount due and prior to or concurrently with the
issuance or delivery of a certificate representing such shares.
(d) Vesting of each grant of Restricted Shares shall require
the Participant to remain a consultant, agent, or part-time employee of ICF
Kaiser or of a Subsidiary for a prescribed period (the "Restriction Period"),
which period may be subject to acceleration upon the occurrence of certain
events, as
Page 2 of 3
<PAGE>
the CEO or his Delegee may determine and specify in the written instrument
evidencing such grant. The CEO or his Delegee shall determine the Restriction
Period or Restrictions Periods which shall apply to the shares of Common Stock
covered by each grant of Restricted Shares, provided that in no case shall the
Restriction Period be less than one month, subject to adjustment as set forth
above.
7. Adjustment Upon Changes in Capitalization. If there is a change in
-----------------------------------------
the number or kind of outstanding shares of ICF Kaiser's stock by reason of a
stock dividend, stock split, recapitalization, merger, consolidation,
combination or other similar event, or if there is a distribution to
shareholders of ICF Kaiser's Common Stock other than a cash dividend,
appropriate adjustments shall be made by the CEO or his Delegee to the number
and kind of shares subject to the Plan; the number and kind of shares under
Option grants Restricted Shares grants then outstanding; the maximum number of
shares available for Option grants under the Plan; the purchase price for shares
of Common Stock covered by Options; and other relevant provisions, to the extent
that the CEO or his Delegee, in his/her sole discretion, determines that such
changes make such adjustments necessary to be equitable.
8. Nonassignability and Nontransferability of Options and Restricted
-----------------------------------------------------------------
Shares. Options and Restricted Shares granted under the Plan shall be
- -------
nonassignable and nontransferable by the Participant other than by will or the
laws of descent and distribution.
9. Laws and Regulations. The Plan, the grant and exercise of Options,
--------------------
the grant of Restricted Shares, and the obligation of ICF Kaiser to sell or
deliver shares of Common Stock under the Plan shall be subject to all applicable
laws, regulations, and rules.
10. No Employment Rights. Nothing in the Plan shall confer upon any
--------------------
Participant any right to continued employment or to a continuing working
relationship with ICF Kaiser. Nothing in the Plan shall interfere with the
right of ICF Kaiser or a Subsidiary to terminate the employment or working,
consultant, or agency relationship of any Participant at any time.
11. Tax Withholding. Any payment to or settlement with a Participant in
---------------
cash, or in Common Stock, pursuant to any provision of the Plan shall be subject
to withholding of income tax, FICA tax, or other taxes to the extent ICF Kaiser
or a Subsidiary is required to make such withholding. Any required withholding
payable by a Participant with respect to any tax may be paid in cash, in whole
shares of Common Stock, or in a combination of whole shares of Common Stock and
cash, having an aggregate fair market value equal to the amount of any required
withholding obligation.
12. Termination; Amendments.
-----------------------
(a) The Board of Directors of ICF Kaiser (the "Board") may at any
time terminate the Plan. Unless the Plan shall previously have been terminated
by the Board, the Plan shall terminate on June 30, 2005. No Options or
Restricted Shares may be granted after such termination.
(b) The Board may at any time or times amend the Plan or amend any
outstanding Options or Restricted Shares for the purpose of satisfying the
requirements of any changes in applicable laws or regulations or for any other
purpose which at the time may be permitted by law, provided that no amendment of
any outstanding Options or Restricted Shares shall contain terms or conditions
inconsistent with the provisions of the Plan as determined by the CEO or his
Delegee.
13. Effective Date. The Plan shall become effective upon approval by
--------------
the Board.
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