<PAGE> 1
As filed with the Securities and Exchange Commission on February 11, 2000
Registration Number 333-
----------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
----------------------
RUSSELL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Alabama 63-0180720
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
755 Lee Street, Alexander City, Alabama 35011-0272
(Address of Principal Executive Offices) (Zip Code)
RUSSELL CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
------------------------
FLOYD G. HOFFMAN
Russell Corporation
3350 Riverwood Parkway, Suite 1600
Atlanta, Georgia 30339
(Name and Address of Agent For Service)
(678) 742-8104
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
JOHN K. MOLEN
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
(205) 521-8238
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities Amount to Be Offering Price Aggregate Amount Of
To Be Registered Registered Per Share Offering Price Registration Fee
---------------- ---------- -------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value 800,000 shares $15.53125* $12,425,000* $3,280.20*
$0.01 per share
</TABLE>
* Estimated pursuant to Rules 457(h)(1) and (c) solely for the purpose of
calculating the registration fee. The registration fee was based upon the
average of the high and low prices ($15.53125) for the registrant's
Common Stock on the New York Stock Exchange Composite Tape on February 8,
2000.
<PAGE> 2
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference in Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference in the Section 10(a) Prospectus and are
available, without charge, to the participants upon written or oral request to
Secretary, Russell Corporation, 3350 Riverwood Parkway, Suite 1600, Atlanta,
Georgia 30339 (telephone number (678) 742-8104). The documents containing the
information requested by Part I of Form S-8, the Annual Report on Form 10-K of
Russell Corporation for its latest fiscal year, and all reports, proxy
statements and other communications distributed generally to the security
holders of Russell Corporation are available, without charge, to participants
upon written or oral request to Secretary, Russell Corporation, 3350 Riverwood
Parkway, Suite 1600, Atlanta, Georgia 30339 (telephone number (678) 742-8104).
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference and made
a part hereof:
(1) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended January 2, 1999 (Commission File No. 001-05822).
(2) The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended April 4, 1999, July 4, 1999 and October 3, 1999 (Commission File
No. 001-05822).
(3) The Current Report of the Registrant on Form 8-K as filed on
September 17, 1999 (Commission File No. 001-05822).
(4) The description of the Common Stock of the Registrant appearing
in the Registrant's Registration Statement on Form S-4 (Registration Statement
No. 33-24735), under the caption "DESCRIPTION OF CAPITAL STOCK - Common Stock,"
as filed on September 26, 1988 pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and appearing in the Registrant's Registration
Statement on Form 8-A (Registration Statement No. 001-05822) at Exhibit 1, as
filed on October 15, 1999 pursuant to the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to 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 the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Bradley Arant Rose & White LLP, counsel to the Company, has been
routinely engaged to perform legal services by the Company since the formation
of the Company. As of the date hereof, the partners and associates of the firm
of Bradley Arant Rose & White LLP beneficially own approximately 10,000 shares
of Common Stock of the Company.
3
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
As permitted by Sections 10-2B-8.50 through 10-2B-8.58 of the Alabama
Business Corporation Act, Article VII of the Bylaws of the Company provides for
indemnification of directors, officers and employees in certain instances. The
provisions of Article VII provide as follows:
Article VII. Indemnification of Directors, Officers and Employees.
Section 7.1 The corporation shall indemnify any person who
was or is party or is threatened to be made a party to any threatened,
pending, or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, including appeals
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such claim, action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any claim, action, suit
or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 7.2 The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed claim, action or suit by or in the
right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such
4
<PAGE> 5
person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
Section 7.3 To the extent that a director, officer, employee
or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
sections 7.1 and 7.2, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith, notwithstanding that he has not been successful on any
other claim, issue or matter in any such action, suit or proceeding.
Section 7.4 Any indemnification under sections 7.1 and 7.2
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in sections 7.1 and 7.2. Such determination shall be
made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to, or who have been
wholly successful on the merits or otherwise with respect to, such
claim, action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (c)
by the shareholders.
Section 7.5 Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit, or proceeding may be paid
by the corporation in advance of the final disposition of such claim,
action, suit, or proceeding as authorized in the manner provided in
section 7.4 upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if and to
the extent that it shall be ultimately determined that he is not
entitled to be indemnified by the corporation as authorized in this
Article VII.
Section 7.6 The indemnification provided by this Article VII
shall not be deemed exclusive of and shall be in addition to any other
rights to which those indemnified may be entitled under any statute,
rule of law, provisions of articles of incorporation, bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7.7 The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, partner, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether
5
<PAGE> 6
or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article VII.
The indemnification provisions of Article VII of the Company's Bylaws
are not exclusive and are in addition to any other rights to which the officers
and directors may be entitled under any other statute, rule of law, agreement
or otherwise. The Company also maintains directors' and officers' liability
insurance insuring its directors and officers from certain liabilities and
expenses.
Section 10 of the Company's Restated Articles of Incorporation
provides as follows:
A director of the corporation shall not be liable to the corporation
or its shareholders for money damages for any action taken, or failure
to take action, as a director, except for (i) the amount of a
financial benefit received by such director to which such director is
not entitled; (ii) an intentional infliction of harm by such director
on the corporation or its shareholders; (iii) a violation of Section
10-2B-8.33 of the Code of Alabama of 1975 or any successor provision
to such section; (iv) an intentional violation by such director of
criminal law; or (v) a breach of such director's duty of loyalty to
the corporation or its shareholders. If the Alabama Business
Corporation Act, or any successor statute thereto, is hereafter
amended to authorize the further elimination or limitation of the
liability of a director of a corporation, then the liability of a
director of the corporation, in addition to the limitations on
liability provided herein, shall be limited to the fullest extent
permitted by the Alabama Business Corporation Act, as amended, or any
successor statute thereto. The limitation on liability of directors of
the corporation contained herein shall apply to liabilities arising
out of acts or omissions occurring subsequent to the adoption of this
Article 10 and, except to the extent prohibited by law, to liabilities
arising out of acts or omissions occurring prior to the adoption of
this Article 10. Any repeal or modification of this Article 10 by the
shareholders of the corporation shall be prospective only and shall
not adversely affect any limitation on the liability of a director of
the corporation existing at the time of such repeal or modification.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
*4(a) Restated Articles of Incorporation of the Registrant (included as
Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year
ended December 30, 1995).
*4(b) Bylaws of the Registrant (included as Exhibit (3)(c) to Annual
Report on Form 10-K for the fiscal year ended December 30, 1995).
6
<PAGE> 7
*4(c) Rights Agreement dated September 15, 1999 between the Registrant and
SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
filed on October 15, 1999 (Registration Statement No. 001-05822)).
*4(d) Certificate of Adoption of Resolutions by Board of Directors of the
Registrant dated October 25, 1989 (included as Exhibit (3)(b) to
Annual Report on Form 10-K for the fiscal year ended December 30,
1995).
*4(e) 1987 Stock Option Plan (included as Exhibit 1 to Registration
Statement No. 33-24898).
*4(f) 1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c)
to Registration Statement No. 33-69679).
*4(g) 1996 Amendment to the 1993 Executive Long-Term Incentive Plan
(included as Exhibit (10)(g) to Annual Report on Form 10-K for the
fiscal year ended January 3, 1998).
*4(h) Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
Option and Deferred Compensation Plan, as amended (included as
Exhibit (10)(f) to Annual Report on Form 10-K for the fiscal year
ended January 2, 1999).
*4(i) 1998 Amendment to the 1993 Executive Long-Term Incentive Plan
(included as Annex A to Schedule 14A filed on March 30, 1998).
*4(j) Russell Corporation Flexible Deferral Plan (included as Exhibit 4(k)
to Registration Statement No. 333-89765).
4(k) Russell Corporation 2000 Employee Stock Purchase Plan
5(a) Opinion of Bradley Arant Rose & White LLP
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24(a) Powers of Attorney of certain directors and officers.
* Incorporated by reference.
Item 9. Undertakings.
(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 1993;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
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
this 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
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20%
7
<PAGE> 8
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in this 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 with or furnished to the Commission by the
registrant pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all 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 Atlanta, State of Georgia, on February 10,
2000.
RUSSELL CORPORATION
By:*
-------------------------------------------
John F. Ward
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*
- ---------------------------------- Chairman of the Board, February 10, 2000
John F. Ward President, and Chief Executive
Officer
*
- ---------------------------------- Executive Vice President, February 10, 2000
Eric N. Hoyle Chief Financial Officer, and
Director (Principal Financial
Officer)
*
- ---------------------------------- Controller (Principal February 10, 2000
Larry E. Workman Accounting Officer)
*
- ---------------------------------- Director February 10, 2000
Herschel M. Bloom
*
- ---------------------------------- Director February 10, 2000
Ronald G. Bruno
*
- ---------------------------------- Director February 10, 2000
Timothy A. Lewis
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C> <C>
*
- ----------------------------------- Director February 10, 2000
C.V. Nalley III
*
- ----------------------------------- Director February 10, 2000
Margaret M. Porter
*
- ----------------------------------- Director February 10, 2000
Benjamin Russell
*
- ----------------------------------- Director February 10, 2000
John R.Thomas
*
- ----------------------------------- Director February 10, 2000
John A. White
*By Floyd G. Hoffman February 10, 2000
--------------------------------
/s/ Floyd G. Hoffman
----------------------------------
Attorney in Fact
</TABLE>
10
<PAGE> 11
Index of Exhibits
*4(a) Restated Articles of Incorporation of the Registrant (included as
Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
December 30, 1995).
*4(b) Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
on Form 10-K for the fiscal year ended December 30, 1995).
*4(c) Rights Agreement dated September 15, 1999 between the Registrant and
SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
filed on October 15, 1999 (Registration Statement No. 001-05822)).
*4(d) Certificate of Adoption of Resolutions by Board of Directors of
Registrant dated October 25, 1989 (included as Exhibit (3)(b) to
Annual Report on Form 10-K for the fiscal year ended December 30,
1995).
*4(e) 1987 Stock Option Plan (included as Exhibit 1 to Registration
Statement No. 33-24898).
*4(f) 1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
Registration Statement No. 33-69679).
*4(g) 1996 Amendment to the 1993 Executive Long-Term Incentive Plan
(included as Exhibit (10)(g) to Annual Report on Form 10-K for the
fiscal year ended January 3, 1998).
*4(h) Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
Option and Deferred Compensation Plan, as amended (included as Exhibit
(10)(f) to Annual Report on Form 10-K for the fiscal year ended
January 2, 1999).
*4(i) 1998 Amendment to the 1993 Executive Long-Term Incentive Plan
(included as Annex A to Schedule 14A filed on March 30, 1998).
*4(j) Russell Corporation Flexible Deferral Plan (included as Exhibit 4(k)
to Registration Statement No. 333-89765).
4(k) Russell Corporation 2000 Employee Stock Purchase Plan
5(a) Opinion of Bradley Arant Rose & White LLP
23(a) Consent of Ernst and Young LLP.
23(b) Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24(a) Powers of Attorney of certain directors and officers.
* Incorporated by reference.
11
<PAGE> 1
Exhibit 4(k)
RUSSELL CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I - BACKGROUND......................................................... 1
1.1 Establishment of the Plan ....................................... 1
1.2 Applicability of the Plan ....................................... 1
1.3 Purpose ......................................................... 1
ARTICLE II - DEFINITIONS....................................................... 1
2.1 Administrator ................................................... 1
2.2 Board ........................................................... 1
2.3 Code ............................................................ 1
2.4 Committee ....................................................... 1
2.5 Common Stock .................................................... 2
2.6 Compensation .................................................... 2
2.7 Contribution Account ............................................ 2
2.8 Corporation ..................................................... 2
2.9 Direct Registration System ...................................... 2
2.10 Effective Date .................................................. 2
2.11 Eligible Employee ............................................... 2
2.12 Employee ........................................................ 2
2.13 Employer ........................................................ 2
2.14 Fair Market Value ............................................... 2
2.15 Offering Date ................................................... 3
2.16 Offering Period ................................................. 3
2.17 Option .......................................................... 3
2.18 Participant ..................................................... 3
2.19 Plan ............................................................ 3
2.20 Purchase Date ................................................... 3
2.21 Purchase Price .................................................. 3
2.22 Request Form .................................................... 3
2.23 Stock Account ................................................... 3
2.24 Subsidiary ...................................................... 3
2.25 Trading Date .................................................... 3
ARTICLE III - ELIGIBILITY AND PARTICIPATION.................................... 4
3.1 Eligibility ..................................................... 4
3.2 Initial Participation ........................................... 4
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
3.3 Leave of Absence ................................................ 4
ARTICLE IV - STOCK AVAILABLE................................................... 5
4.1 In General ...................................................... 5
4.2 Adjustment in Event of Changes in Capitalization ................ 5
4.3 Dissolution, Liquidation, or Reorganization ..................... 5
ARTICLE V. - OPTION PROVISIONS................................................. 6
5.1 Purchase Price .................................................. 6
5.2 Calendar Year $25,000 Limit ..................................... 6
5.3 Offering Period Limit ........................................... 6
ARTICLE VI - PURCHASING COMMON STOCK........................................... 6
6.1 Participant's Contribution Account .............................. 6
6.2 Payroll Deductions, Lump Sum Cash Payments; Dividends ........... 7
6.3 Discontinuance .................................................. 7
6.4 Leave of Absence; Transfer to Ineligible Status ................. 8
6.5 Automatic Exercise .............................................. 8
6.6 Listing, Registration, and Qualification of Shares .............. 9
6.7 Restrictions on Transfer ........................................ 9
ARTICLE VII - WITHDRAWALS, DISTRIBUTIONS....................................... 9
7.1 Discontinuance of Deductions; Leave of Absence; Transfer
to Ineligible Status ............................................ 9
7.2 In-Service Withdrawals .......................................... 9
7.3 Termination of Employment for Reasons Other Than Death .......... 10
7.4 Death ........................................................... 10
7.5 Registration .................................................... 10
ARTICLE VIII - AMENDMENT AND TERMINATION....................................... 10
8.1 Amendment........................................................ 10
8.2 Termination...................................................... 11
ARTICLE IX - MISCELLANEOUS..................................................... 11
9.1 Shareholder Approval ............................................ 11
9.1 No Employment Rights ............................................ 11
9.2 Tax Withholding ................................................. 11
9.3 Rights Not Transferable ......................................... 12
9.4 No Repurchase of Stock by Corporation ........................... 12
9.5 Governing Law ................................................... 12
9.6 Shareholder Approval; Registration .............................. 12
</TABLE>
- ii -
<PAGE> 3
RUSSELL CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
BACKGROUND
1.1 ESTABLISHMENT OF THE PLAN. Russell Corporation (the
"Corporation") hereby establishes a stock purchase plan to be known as the
"Russell Corporation 2000 Employee Stock Purchase Plan" (the "Plan"), as set
forth in this document. The Plan is intended to be a qualified employee stock
purchase plan within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended, and the regulations and rulings thereunder.
1.2 APPLICABILITY OF THE PLAN. The provisions of this Plan are
applicable only to certain individuals who, on or after February 1, 2000, are
employees of the Corporation and its subsidiaries participating in the Plan.
The Committee shall indicate from time to time which of its subsidiaries, if
any, are participating in the Plan.
1.3 PURPOSE. The purpose of the Plan is to enhance the proprietary
interest among the employees of the Corporation and its participating
subsidiaries through ownership of Common Stock of the Corporation.
ARTICLE II
DEFINITIONS
Whenever capitalized in this document, the following terms shall have
the respective meanings set forth below.
2.1 ADMINISTRATOR. Administrator shall mean the person or persons
(who may be officers or employees of the Corporation) selected by the Committee
to operate the Plan, perform day-to-day administration of the Plan, and
maintain records of the Plan.
2.2 BOARD. Board shall mean the Board of Directors of the
Corporation.
2.3 CODE. Code shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations thereunder.
2.4 COMMITTEE. Committee shall mean a committee which consists of
members of the Board and which has been designated by the Board to have the
general responsibility for the administration of the Plan. Unless otherwise
designated by the Board, the Management Development and Compensation Committee
of the Board of Directors of the Corporation shall serve as the Committee
administering the Plan. Subject to the express provisions of the Plan, the
Committee shall have plenary authority in its sole
<PAGE> 4
and absolute discretion to interpret and construe any and all provisions of the
Plan, to adopt rules and regulations for administering the Plan, and to make
all other determinations necessary or advisable for administering the Plan. The
Committee's determinations on the foregoing matters shall be conclusive and
binding upon all persons.
2.5 COMMON STOCK. Common Stock shall mean the common stock, par
value $.01, of the Corporation.
2.6 COMPENSATION. Compensation shall mean, for any Participant, for
any Offering Period, the Participant's gross base wages for the respective
period, subject to appropriate adjustments that would exclude items such as
bonuses, overtime pay, non-cash compensation and reimbursement of moving,
travel, trade or business expenses.
2.7 CONTRIBUTION ACCOUNT. Contribution Account shall mean the
bookkeeping account established by the Administrator on behalf of each
Participant, which shall be credited with the amounts deducted from the
Participant's Compensation or lump sum cash payments made pursuant to Article
VI. The Administrator shall establish a separate Contribution Account for each
Participant for each Offering Period.
2.8 CORPORATION. Corporation shall mean Russell Corporation, an
Alabama corporation.
2.9 DIRECT REGISTRATION SYSTEM. Direct Registration System shall
mean a direct registration system approved by the Securities and Exchange
Commission and by the New York Stock Exchange, Inc. or any securities exchange
on which the Common Stock is then listed, whereby shares of Common Stock may be
registered in the holder's name in book-entry form on the books of the
Corporation.
2.10 EFFECTIVE DATE. Effective Date shall mean the effective date of
the Plan, which shall be the later of (i) March 1, 2000, or (ii) the effective
date of the Corporation's registration statement on Form S-8 filed under the
Securities Act of 1933, as amended, covering the shares to be issued under the
Plan.
2.11 ELIGIBLE EMPLOYEE. An Employee eligible to participate in the
Plan pursuant to Section 3.1.
2.12 EMPLOYEE. Employee shall mean an individual employed by an
Employer who meets the employment relationship described in Treasury Regulation
Sections 1.423-2(b) and Section 1.421-7(h).
2.13 EMPLOYER. Employer shall mean the Corporation and any Subsidiary
designated by the Committee as an employer participating in the Plan.
2.14 FAIR MARKET VALUE. Fair Market Value of a share of Common Stock,
as of any designated date, shall mean the closing sales price of the Common
Stock on the
- 2 -
<PAGE> 5
New York Stock Exchange on such date or on the last previous date on which such
stock was traded.
2.15 OFFERING DATE. Offering Date shall mean the first Trading Date of
each Offering Period.
2.16 OFFERING PERIOD. Offering Period shall mean the quarterly periods
beginning January 1, April 1, July 1 and October 1, respectively, of each year
during which offers to purchase Common Stock are outstanding under the Plan;
provided, however, that the initial Offering Period shall be the period
beginning on the Effective Date and ending on June 30, 2000. No payroll
deductions shall be taken until the Effective Date.
2.17 OPTION. Option shall mean the option to purchase Common Stock
granted under the Plan on each Offering Date.
2.18 PARTICIPANT. Participant shall mean any Eligible Employee who has
elected to participate in the Plan under Section 3.2.
2.19 PLAN. Plan shall mean the Russell Corporation 2000 Employee Stock
Purchase Plan, as amended and in effect from time to time.
2.20 PURCHASE DATE. Purchase Date shall mean the last Trading Date of
each Offering Period.
2.21 PURCHASE PRICE. Purchase Price shall mean the purchase price of
Common Stock determined under Section 5.1.
2.22 REQUEST FORM. Request Form shall mean an Employee's authorization
either in writing on a form approved by the Administrator or through electronic
communication approved by the Administrator which specifies the Employee's
payroll deduction or lump sum cash payments in accordance with Section 6.2, and
contains such other terms and provisions as may be required by the
Administrator.
2.23 STOCK ACCOUNT. Stock Account shall mean the account established
by the Administrator on behalf of each Participant, which shall be credited
with shares of Common Stock purchased pursuant to the Plan and dividends
thereon until distributed in accordance with the terms of the Plan.
2.24 SUBSIDIARY. Subsidiary shall mean any present or future
corporation which is a "subsidiary corporation" of the Corporation as defined
in Code Section 424(f).
2.25 TRADING DATE. Trading Date shall mean a date on which shares of
Common Stock are traded on a national securities exchange (such as the New York
Stock Exchange), the Nasdaq National Market or in the over-the-counter market.
- 3 -
<PAGE> 6
Except when otherwise indicated by the context, the definition of any
term herein in the singular may also include the plural.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. Each Employee who is an Employee regularly scheduled
to work at least 20 hours each week and at least five months each calendar year
shall be eligible to participate in the Plan as of the later of:
(a) the Offering Date immediately following the Employee's last date
of hire by an Employer; or
(b) the Effective Date.
On each Offering Date, Options will automatically be granted to all
Employees then eligible to participate in the Plan; provided, however, that no
Employee shall be granted an Option for an Offering Period if, immediately
after the grant, the Employee would own stock, and/or hold outstanding options
to purchase stock, possessing five percent or more of the total combined voting
power or value of all classes of stock of the Corporation or any Subsidiary.
For purposes of this Section, the attribution rules of Code Section 424(d)
shall apply in determining stock ownership of any Employee. If an Employee is
granted an Option for an Offering Period and such Employee does not participate
in the Plan for such Offering Period, such Option will be deemed never to have
been granted for purposes of applying the $25,000 annual limitation described
in Section 5.2.
3.2 INITIAL PARTICIPATION. An Eligible Employee having been granted
an Option under Section 3.1 may submit a Request Form to the Administrator to
participate in the Plan for an Offering Period. The Request Form shall
authorize a regular payroll deduction from the Employee's Compensation for the
Offering Period, or shall notify the Administrator that the Participant shall
make a lump sum cash payment (including personal or certified checks) for the
Offering Period, or shall both authorize a payroll deduction and notify the
Administrator of a lump sum cash payment for the Offering Period, subject to
the limits and procedures described in Article VI. A Participant's Request Form
authorizing a regular payroll deduction shall remain effective from Offering
Period to Offering Period until amended or canceled under Section 6.3. A
Participant's Request Form authorizing a lump sum cash payment shall be valid
only for the Offering Period to which it relates.
3.3 LEAVE OF ABSENCE. For purposes of Section 3.1, an individual on a
leave of absence from an Employer shall be deemed to be an Employee for the
first 90 days of such leave. For purposes of this Plan, such individual's
employment with the Employer shall be deemed to terminate at the close of
business on the 90th day of the leave, unless the individual has returned to
regular employment with an Employer before the close of
- 4 -
<PAGE> 7
business on such 90th day. Termination of any individual's leave of absence by
an Employer, other than on account of a return to employment with an Employer,
shall be deemed to terminate an individual's employment with the Employer for
all purposes of the Plan.
ARTICLE IV
STOCK AVAILABLE
4.1 IN GENERAL. Subject to the adjustments in Sections 4.2 and 4.3,
an aggregate of 800,000 shares of Common Stock shall be available for purchase
by Participants pursuant to the provisions of the Plan. These shares may be
authorized and unissued shares or may be shares issued and subsequently
acquired by the Corporation. If an Option under the Plan expires or terminates
for any reason without having been exercised in whole or part, the shares
subject to such Option that are not purchased shall again be available for
subsequent Option grants under the Plan. If the total number of shares of
Common Stock for which Options are exercised on any Purchase Date exceeds the
maximum number of shares then available under the Plan, 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 determine to be equitable; and
the balance of the cash credited to Participants' Contribution Accounts shall
be distributed to the Participants as soon as practicable.
4.2 ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the event of
a stock dividend, stock split or combination of shares, recapitalization or
other change in the Corporation's capitalization, or other distribution with
respect to holders of the Corporation's Common Stock other than normal cash
dividends, an automatic adjustment shall be made in the number and kind of
shares as to which outstanding Options or portions thereof then unexercised
shall be exercisable and in the available shares set forth in Section 4.1, so
that the proportionate interest of the Participants shall be maintained as
before the occurrence of such event. This adjustment in outstanding Options
shall be made without change in the total price applicable to the unexercised
portion of such Options and with a corresponding adjustment in the Purchase
Price per share; provided, however, that in no event shall any adjustment be
made that would cause any Option to fail to qualify as an option pursuant to an
employee stock purchase plan within the meaning of Section 423 of the Code.
4.3 DISSOLUTION, LIQUIDATION, OR REORGANIZATION. Upon the dissolution
or liquidation of the Corporation, or upon a reorganization, merger, or
consolidation of the Corporation with one or more corporations in which the
Corporation is not the surviving corporation, or upon a sale of substantially
all of the property or stock of the Corporation to another corporation, the
holder of each Option then outstanding under the Plan shall be entitled to
receive at the next Purchase Date upon the exercise of such Option for each
share as to which such Option shall be exercised, as nearly as reasonably may
be determined, the cash, securities, or property which a holder of one share of
the Common Stock was entitled to receive upon and at the time of such
transaction. The Committee
- 5 -
<PAGE> 8
shall take such steps in connection with these transactions as the Committee
deems necessary or appropriate to assure that the provisions of this Section
shall thereafter be applicable, as nearly as reasonably may be determined, in
relation to the cash, securities, or property which the holder of the Option
may thereafter be entitled to receive. In lieu of the foregoing, the Committee
may terminate the Plan in accordance with Section 8.2.
ARTICLE V
OPTION PROVISIONS
5.1 PURCHASE PRICE. The Purchase Price of a share of Common Stock
purchased for a Participant pursuant to each exercise of an Option shall be the
lesser of:
(a) 85 percent of the Fair Market Value of a share of Common Stock on
the Offering Date; or
(b) 85 percent of the Fair Market Value of a share of Common Stock on
the Purchase Date.
5.2 CALENDAR YEAR $25,000 LIMIT. Notwithstanding anything else
contained herein, no Employee may be granted an Option for any Offering Period
which permits such Employee's rights to purchase Common Stock under this Plan
and any other qualified employee stock purchase plan (within the meaning of
Code Section 423) of the Corporation and its Subsidiaries to accrue at a rate
which exceeds $25,000 of Fair Market Value of such Common Stock for each
calendar year in which an Option is outstanding at any time. For purposes of
this Section, Fair Market Value shall be determined as of the Offering Date.
5.3 OFFERING PERIOD LIMIT. Notwithstanding anything else contained
herein, the maximum number of shares of Common Stock that an Eligible Employee
may purchase in any Offering Period is 1,000 shares.
ARTICLE VI
PURCHASING COMMON STOCK
6.1 PARTICIPANT'S CONTRIBUTION ACCOUNT. The Administrator shall
establish a book account in the name of each Participant for each Offering
Period. As discussed in Section 6.2 below, a Participant's payroll deductions
and his or her lump sum cash payments shall be credited to the Participant's
Contribution Account, without interest, until such cash is withdrawn,
distributed, or used to purchase Common Stock as described below.
During such time, if any, as the Corporation participates in a Direct
Registration System, shares of Common Stock acquired upon exercise of an Option
shall be directly registered in the name of the Participant. If the Corporation
does not participate in a Direct Registration System, then until distribution
is requested by a Participant pursuant to
- 6 -
<PAGE> 9
Article VII, stock certificates evidencing the Participant's shares of Common
Stock acquired upon exercise of an Option shall be held by the Corporation as
the nominee for the Participant. These shares shall be credited to the
Participant's Stock Account. Certificates shall be held by the Corporation as
nominee for Participants solely as a matter of convenience. A Participant shall
have all ownership rights as to the shares credited to his or her Stock
Account, and the Corporation shall have no ownership or other rights of any
kind with respect to any such certificates or the shares represented thereby.
All cash received or held by the Corporation under the Plan may be
used by the Corporation for any corporate purpose. The Corporation shall not be
obligated to segregate any assets held under the Plan.
6.2 PAYROLL DEDUCTIONS, LUMP SUM CASH PAYMENTS; DIVIDENDS.
(a) Payroll Deductions. By submitting a Request Form at any time
before an Offering Period in accordance with rules adopted by the Committee, an
Eligible Employee may authorize a payroll deduction to purchase Common Stock
under the Plan for the Offering Period. The payroll deduction shall be
effective on the first pay period during the Offering Period commencing after
receipt of the Request Form by the Administrator. The payroll deduction shall
be in any whole percentage up to a maximum of ten percent (10%) of such
Employee's Compensation payable each pay period, and at any other time an
element of Compensation is payable. A Participant's payroll deduction shall not
be less than one percent (1%) of such Employee's Compensation payable each
payroll period.
(b) Lump Sum Cash Payments. In lieu of, or in addition to, the
payroll deductions in subsection (a), an Employee eligible to participate in
the Plan under Section 3.1 may, by submitting a Request Form no later than the
last day of the calendar week ending before the applicable Purchase Date in
accordance with rules adopted by the Administrator, notify the Administrator
that the Participant shall make a lump sum cash payment to purchase Common
Stock under the Plan for the Offering Period. In no event shall the combined
total payroll deductions and lump sum cash payments exceed 10 percent (10%) of
the Participant's Compensation paid during the Offering Period and during any
prior Offering Period in the same calendar year. Any lump sum cash payments
under this subsection must be received by the Administrator by the last day of
the calendar week ending before the applicable Purchase Date. If the
Participant fails to remit the lump sum cash payment by the applicable date,
the Participant's Request Form with respect to such lump sum cash payment shall
be void. A Participant may submit a Request Form to make a lump sum cash
payment only once each Offering Period.
(c) Dividends. Cash dividends paid on Common Stock which is credited
to a Participant's Stock Account as of the dividend payment date shall be
credited to the Participant's Stock Account and paid to the Participant as soon
as practicable.
6.3 DISCONTINUANCE. A Participant may discontinue his or her payroll
deductions for an Offering Period by filing a new Request Form with the
Administrator.
- 7 -
<PAGE> 10
This discontinuance shall be effective on the first pay period commencing at
least 30 days after receipt of the Request Form by the Administrator. A
Participant who discontinues his or her payroll deductions for an Offering
Period may not make a subsequent lump sum contribution during such Offering
Period or resume participation in the Plan until the following Offering Period.
Any amount held in the Participant's Contribution Account for an
Offering Period after the effective date of the discontinuance of his or her
payroll deductions will either be refunded or used to purchase Common Stock in
accordance with Section 7.1.
6.4 LEAVE OF ABSENCE; TRANSFER TO INELIGIBLE STATUS. If a Participant
either begins a leave of absence, is transferred to employment with a
Subsidiary not participating in the Plan, or remains employed with an Employer
but is no longer eligible to participate in the Plan, the Participant shall
cease to be eligible for payroll deductions or lump sum cash payments to his or
her Contribution Account pursuant to Section 6.2. The cash standing to the
credit of the Participant's Contribution Account shall become subject to the
provisions of Section 7.1.
If the Participant returns from the leave of absence before being
deemed to have ceased employment with the Employer under Section 3.3, or again
becomes eligible to participate in the Plan, the Request Form, if any, in
effect immediately before the leave of absence or disqualifying change in
employment status shall be deemed void and the Participant must again complete
a new Request Form to resume participation in the Plan.
6.5 AUTOMATIC EXERCISE. Unless the cash credited to a Participant's
Contribution Account is withdrawn or distributed as provided in Article VII,
his or her Option shall be deemed to have been exercised automatically on each
Purchase Date, for the purchase of the number of full shares of Common Stock
which the cash credited to his or her Contribution Account at that time will
purchase at the Purchase Price. If there is a cash balance remaining in the
Participant's Contribution Account at the end of an Offering Period
representing the exercise price for a fractional share of Common Stock, such
balance may be retained in the Participant's Contribution Account for the next
Offering Period, unless the Participant requests that it be refunded, without
interest. Any other cash balance remaining in the Participant's Contribution
Account at the end of an Offering Period shall be refunded to the Participant,
without interest. The amount of cash that may be used to purchase shares of
Common Stock may not exceed the Compensation restrictions set forth in
Section 6.2.
Except as provided in the preceding paragraph, if the cash credited to
a Participant's Contribution Account on the Purchase Date exceeds the
applicable Compensation restrictions of Section 6.2 or exceeds the amount
necessary to purchase the maximum number of shares of Common Stock available
during the Offering Period, such excess cash shall be refunded to the
Participant. Except as provided in the preceding paragraph, the excess cash may
not be used to purchase shares of Common Stock nor retained in the
Participant's Contribution Account for a future Offering Period.
- 8 -
<PAGE> 11
Each Participant shall receive a statement on an annual basis
indicating the number of shares credited to his or her Stock Account, if any,
under the Plan.
6.6 LISTING, REGISTRATION, AND QUALIFICATION OF SHARES. The granting
of Options for, and the sale and delivery of, Common Stock under the Plan shall
be subject to the effecting by the Corporation of any listing, registration, or
qualification of the shares subject to that Option upon any securities exchange
or under any federal or state law, or the obtaining of the consent or approval
of any governmental regulatory body deemed necessary or desirable for the
issuance or purchase of the shares covered.
6.7 RESTRICTIONS ON TRANSFER. By participating in the Plan, each
Participant hereby agrees that he or she will not sell or otherwise transfer
(other than by will or the laws of descent and distribution) any shares of
Common Stock acquired under the Plan for a period of 12 months following the
Purchase Date on which such shares were acquired.
ARTICLE VII
WITHDRAWALS; DISTRIBUTIONS
7.1 DISCONTINUANCE OF DEDUCTIONS; LEAVE OF ABSENCE; TRANSFER TO
INELIGIBLE STATUS. In the event of a Participant's complete discontinuance of
payroll deductions under Section 6.3 or a Participant's leave of absence or
transfer to an ineligible status under Section 6.4, the cash balance then
standing to the credit of the Participant's Contribution Account shall be--
(a) returned to the Participant, in cash, without interest, as soon
as practicable, upon the Participant's written request received by the
Administrator at least 30 days before the next Purchase Date; or
(b) held under the Plan and used to purchase Common Stock for the
Participant under the automatic exercise provisions of Section 6.5.
7.2 IN-SERVICE WITHDRAWALS. During such time, if any, as the
Corporation participates in a Direct Registration System, shares of Common
Stock acquired upon exercise of an Option shall be directly registered in the
name of the Participant and the Participant may withdraw certificates in
accordance with the applicable terms and conditions of such Direct Registration
System. If the Corporation does not participate in a Direct Registration
System, (i) a Participant may, while an Employee of the Corporation or any
Subsidiary, withdraw certificates for some or all of the shares of Common Stock
credited to his or her Stock Account at any time, upon 30 days' written notice
to the Administrator, and (ii) each Participant shall be permitted only one
withdrawal under this Section during each Offering Period. If a Participant
requests a distribution of only a portion of the shares of Common Stock
credited to his or her Stock Account, the Administrator will distribute the
oldest securities held in the Participant's Stock Account first, using a first
in-first out methodology. The Administrator may at any time distribute
- 9 -
<PAGE> 12
certificates for some or all of the shares of Common Stock credited to a
Participant's Stock Account, whether or not the Participant so requests.
7.3 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH. If a
Participant terminates employment with the Corporation and the Subsidiaries for
reasons other than death, the cash balance in the Participant's Contribution
Account shall be returned to the Participant in cash, without interest, as soon
as practicable. Certificates for the shares of Common Stock credited to his or
her Stock Account shall be distributed to the Participant as soon as
practicable, unless the Corporation then participates in a Direct Registration
System, in which case, the Participant shall be entitled to evidence of
ownership of such shares in such form as the terms and conditions of such
Direct Registration System permit.
7.4 DEATH. In the event a Participant dies, the cash balance in his
or her Contribution Account shall be distributed to the Participant's estate,
in cash, without interest, as soon as practicable. Certificates for the shares
of Common Stock credited to the Participant's Stock Account shall be
distributed to the estate as soon as practicable, unless the Corporation then
participates in a Direct Registration System, in which case, the estate shall
be entitled to evidence of ownership of such shares in such form as the terms
and conditions of such Direct Registration System permit.
7.5 REGISTRATION. Whether represented in certificate form or by
direct registration pursuant to a Direct Registration System, shares of Common
Stock acquired upon exercise of an Option shall be directly registered in the
name of the Participant or, if the Participant so indicates on the Request
Form, (a) in the Participant's name jointly with a member of the Participant's
family, with the right of survivorship, (b) in the name of a custodian for the
Participant (in the event the Participant is under a legal disability to have
stock issued in the Participant's name), or (c) in a manner giving effect to
the status of such shares as community property. No other names may be included
in the Common Stock registration. The Corporation shall pay all issue or
transfer taxes with respect to the issuance or transfer of shares of such
Common Stock, as well as all fees and expenses necessarily incurred by the
Corporation in connection with such issuance or transfer.
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1 AMENDMENT. The Committee shall have the right to amend or modify
the Plan, in full or in part, at any time and from time to time; provided,
however, that no amendment or modification shall:
(a) affect any right or obligation with respect to any grant
previously made, unless required by law, or
(b) unless previously approved by the stockholders of the
Corporation, where such approval is necessary to satisfy the Code, the rules of
any stock exchange on which
- 10 -
<PAGE> 13
the Corporation's Common Stock is listed, or the requirements necessary to meet
any exemption from the application of federal securities laws:
(1) in any manner materially affect the eligibility requirements
set forth in Sections 3.1 and 3.3, or change the definition of
Employer as set forth in Section 2.13,
(2) increase the number of shares of Common Stock subject to any
options issued to Participants (except as provided in Sections 4.2
and 4.3), or
(3) materially increase the benefits to Participants under the
Plan.
8.2 TERMINATION. The Committee may terminate the Plan at any time in
its sole and absolute discretion. The Plan shall be terminated by the Committee
if at any time the number of shares of Common Stock authorized for purposes of
the Plan is not sufficient to meet all purchase requirements, except as
specified in Section 4.1.
Upon termination of the Plan, the Administrator shall give notice
thereof to Participants, shall terminate all payroll deductions and shall no
longer accept additional lump sum cash payments from Participants. Cash
balances then credited to Participants' Contribution Accounts shall be
distributed as soon as practicable, without interest.
ARTICLE IX
MISCELLANEOUS
9.1 SHAREHOLDER APPROVAL. The Plan shall be approved and ratified by
the stockholders of the Corporation, not later than 12 months after adoption of
the Plan by the Board of Directors of the Corporation, pursuant to Treasury
regulation Section 1.423-2(c). If for any reason such approval is not given by
such date, the Plan shall be null and void, and all payroll deductions to the
Plan shall cease. The cash balances and Common Stock credited to Participants'
accounts shall be promptly distributed to them; and any Common Stock
certificates issued and delivered to Participants prior to such date shall
remain the property of the Participants.
9.2 NO EMPLOYMENT RIGHTS. Neither the establishment of the Plan, nor
the grant of any Options thereunder, nor the exercise thereof shall be deemed
to give to any Employee the right to be retained in the employ of the
Corporation or any Subsidiary or to interfere with the right of the Corporation
or any Subsidiary to discharge any Employee or otherwise modify the employment
relationship at any time.
9.3 TAX WITHHOLDING. The Administrator may make appropriate
provisions for withholding of federal, state, and local income taxes, and any
other taxes, from a Participant's Compensation to the extent the Administrator
deems such withholding to be legally required.
- 11 -
<PAGE> 14
9.4 RIGHTS NOT TRANSFERABLE. Rights and Options granted under this
Plan are not transferable by the Participant other than by will or by the laws
of descent and distribution and are exercisable only by the Participant during
his or her lifetime.
9.5 NO REPURCHASE OF STOCK BY CORPORATION. The Corporation is under
no obligation to repurchase from any Participant any shares of Common Stock
acquired under the Plan.
9.6 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Alabama except to the extent such laws
are preempted by the laws of the United States.
9.7 SHAREHOLDER APPROVAL; REGISTRATION. The Plan was adopted by the
Board of Directors of the Corporation on January 18, 2000 to be effective as of
the Effective Date, provided that no payroll deductions may begin until a
registration statement on Form S-8 filed under the Securities Act of 1933, as
amended, covering the shares to be issued under the Plan, has become effective.
The Plan is subject to approval by the stockholders of the Corporation within
12 months of approval by the Board of Directors.
* * * * * * * * * * * * * *
The foregoing is hereby acknowledged as being the Russell Corporation 2000
Employee Stock Purchase Plan as adopted by the Board of Directors of the
Corporation on January 18, 2000.
Russell Corporation
By:
-----------------------------------
Its:
-----------------------------------
- 12 -
<PAGE> 1
Exhibit 5(a)
February 10, 2000
Russell Corporation
755 Lee Street
Alexander City, Alabama 35011
Re: Russell Corporation 2000 Employee Stock Purchase Plan
Ladies and Gentlemen:
In our capacity as counsel for Russell Corporation, an
Alabama corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement") in form as proposed to be
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the provisions of the Securities Act of 1933, as
amended, relating to the issuance of up to 800,000 shares of the common stock
of the Company, par value $0.01 per share (the "Common Stock"), pursuant to the
Russell Corporation 2000 Employee Stock Purchase Plan (the "Plan"). In this
connection, we have examined such records, documents and proceedings as we have
deemed relevant and necessary as a basis for the opinions expressed herein.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Alabama;
2. The Plan has been duly and validly authorized and
adopted, and the shares of Common Stock to be issued under the Registration
Statement have been duly authorized and, when issued and delivered in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the inclusion of the statements made in reference to this firm under
the caption "Interests of Named Experts and Counsel" in Item 5 of Part II of
the Registration Statement.
Yours very truly,
/s/ Bradley Arant Rose & White LLP
1
<PAGE> 1
Exhibit 23(a)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Russell Corporation 2000 Employee Stock Purchase Plan of
our reports (a) dated January 29, 1999, with respect to the consolidated
financial statements of Russell Corporation and Subsidiaries incorporated by
reference in its Annual Report (Form 10-K) for the year ended January 2, 1999,
and (b) dated March 29, 1999, with respect to the financial statement schedule
included therein, as filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
February 9, 2000
2
<PAGE> 1
Exhibit 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and/or directors whose signatures appear below hereby constitutes and
appoints Floyd G. Hoffman and Steve R. Forehand, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign a registration statement of Russell Corporation
on Form S-8 relating to the issuance of up to 800,000 shares of the common
stock, par value $0.01 per share, of Russell Corporation pursuant to the
Russell Corporation 2000 Employee Stock Purchase Plan, including all amendments
to such registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and with any state securities commission, granting unto
said attorneys-in-fact and agents 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 or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Dated as of the 18 day of January, 2000.
Signature Title
/s/ John F. Ward Chairman of the Board,
--------------------------- President, and Chief Executive
John F. Ward Officer
/s/ Eric N. Hoyle Executive Vice President,
--------------------------- Chief Financial Officer, and
Eric N. Hoyle Director
/s/ Larry E. Workman Controller
---------------------------
Larry E. Workman
/s/ Herschel M. Bloom Director
---------------------------
Herschel M. Bloom
/s/ Ronald G. Bruno Director
---------------------------
Ronald G. Bruno
/s/ Timothy A. Lewis Director
---------------------------
Timothy A. Lewis
/s/ C.V. Nalley III Director
---------------------------
C.V. Nalley III
1
<PAGE> 2
/s/ Margaret M. Porter Director
---------------------------
Margaret M. Porter
/s/ Benjamin Russell Director
---------------------------
Benjamin Russell
/s/ John R. Thomas Director
---------------------------
John R. Thomas
/s/ John A. White Director
---------------------------
John A. White
2
