UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __ to___
Commission File Number 0-18984
REYNOLDS, SMITH AND HILLS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-2986466
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4651 Salisbury Road, Jacksonville, Florida 32256
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (904) 296-2000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to s uch filing
requirements for the past 90 days. Yes (X) No ( )
The number of shares outstanding of the registrant's Common stock, par value
$.01 per share, at September 30, 1997 was 455,000 shares.
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
SIX MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Gross Revenue $ 18,438,000 $ 21,097,000 $ 8,924,000 $ 10,530,000
Subcontract and Other
Direct Costs 5,342,000 6,839,000 2,538,000 3,601,000
------------ ------------ ------------ ------------
NET SERVICE REVENUE 13,096,000 14,258,000 6,386,000 6,929,000
Cost of Services 5,268,000 5,760,000 2,557,000 2,775,000
------------ ------------ ------------ ------------
GROSS PROFIT 7,828,000 8,498,000 3,829,000 4,154,000
Selling, General and
Administrative Expenses 7,427,000 7,647,000 3,644,000 3,823,000
------------ ------------ ------------ ------------
OPERATING INCOME 401,000 851,000 185,000 331,000
OTHER INCOME (EXPENSE):
Interest and other income 52,000 29,000 30,000 24,000
Interest expense (2,000) (22,000) (1,000) (8,000)
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 451,000 858,000 214,000 347,000
INCOME TAX EXPENSE 202,000 401,000 97,000 190,000
------------ ------------ ------------ ------------
NET INCOME $ 249,000 $ 457,000 $ 117,000 $ 157,000
============ ============ ============ ============
NET INCOME PER COMMON SHARE $ .55 $ 1.00 $ .26 $ .35
============ ============ ============ ============
AVERAGE COMMON SHARES
OUTSTANDING 455,000 455,000 455,000 455,000
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30, March 31,
1997 1997
---- ----
ASSETS
CURRENT ASSETS:
Cash $ 2,035,000 $ 1,459,000
Accounts receivable, net of allowance
for doubtful accounts of $150,000
and $127,000 4,118,000 3,682,000
Unbilled service revenue 3,362,000 3,955,000
Prepaid expenses and other current assets 112,000 210,000
Deferred income taxes 166,000 166,000
----------- -----------
Total current assets 9,793,000 9,472,000
Property and equipment, net 2,026,000 2,202,000
Other assets 50,000 62,000
Identifiable intangible assets, net of
accumulated amortization of
$881,000 and $852,000 157,000 186,000
Cost in excess of net assets of acquired
business, net of accumulated
amortization of $165,000
and $154,000 747,000 758,000
----------- -----------
TOTAL ASSETS $12,773,000 $12,680,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable and current portion of
long-term debt $ 26,000 $ 69,000
Accounts payable 1,970,000 2,080,000
Accrued payroll 626,000 633,000
Accrued incentive compensation 271,000 570,000
Accrued expenses 1,732,000 1,401,000
Unearned service revenue 1,968,000 1,938,000
----------- -----------
Total current liabilities 6,593,000 6,691,000
Long-term debt -- 7,000
Deferred Income Taxes 281,000 281,000
Other Liabilities 313,000 364,000
----------- -----------
Total liabilities 7,187,000 7,343,000
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 4,000,000
shares authorized, 455,000 issued
and outstanding 5,000 5,000
Paid-in capital 3,537,000 3,537,000
Retained Earnings 2,044,000 1,795,000
----------- -----------
Total shareholders' equity 5,586,000 5,337,000
----------- -----------
$12,773,000 $12,680,000
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
REYNOLDS, SMITH AND HILLS, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
FOR THE SIX MONTHS ENDED SEPTEMBER 30
1997 1996
---- ----
OPERATING ACTIVITIES:
Net income $ 249,000 $ 457,000
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 380,000 375,000
Gain on disposal of fixed assets -- (2,000)
Deferred rent charges (54,000) (46,000)
Change in operating assets and liabilities:
Accounts receivable and unbilled
service revenue 157,000 325,000
Other assets and prepaid expenses 105,000 123,000
Accounts payable and accrued expenses (82,000) (283,000)
Unearned service revenue 30,000 756,000
----------- -----------
Net cash provided by operating activities 785,000 1,705,000
----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (159,000) (115,000)
Proceeds from sale of fixed assets -- 7,000
----------- -----------
Net cash used by investing activities (159,000) (108,000)
----------- -----------
FINANCING ACTIVITIES:
Repayments of long-term debt (50,000) (240,000)
Net change in credit line payable
to bank -- (415,000)
Net proceeds from issuance of common stock -- 1,000
----------- -----------
Net cash used by financing activities (50,000) (654,000)
----------- -----------
NET INCREASE IN CASH 576,000 943,000
CASH AT BEGINNING OF PERIOD 1,459,000 263,000
----------- -----------
CASH AT END OF PERIOD $ 2,035,000 $ 1,206,000
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
SEPTEMBER 30, 1997
1) The accompanying unaudited financial statements, in the opinion of
management, include all adjustments (consisting of normal recurring
accruals) necessary to present fairly the results of operations and
financial position of the Company for the periods indicated. However,
certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial
statements be read in conjunction with the financial statements,
schedules, and notes thereto incl uded in the Company's annual report on
Form 10-K for the fiscal year ended March 31, 1997.
2) Earnings per share of common stock are based on weighted average number of
shares outstanding during each period.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Gross revenue for the first six months of fiscal 1998 was $18,438,000 as
compared to gross revenue of $21,097,000 for the first six months of fiscal
1997. This 13% decrease resulted primarily from completing the design phase of
several large projects in the aviation and institutional programs. These
projects entered the construction administration phase which is less labor
intensive resulting in comparatively lower revenues. Declining gross revenues in
those programs were offset by increases in gross revenue for the public
infrastructure and commercial programs. Offsetting the gross revenue decrease
was a 22% decrease in subcontract and other direct costs for the first six
months of fiscal 1998 over the same period for fiscal 1997. Decreased use of
subconsultants was experienced primarily in the aviation and institutional
programs as a result of project changes mentioned above. As a result of the
decrease in both gross revenue and other direct costs, net service revenue
decreased 8% to $13,096,000 for the first six months of fiscal 1998 from
$14,258,000 for the first six months of fiscal 1997.
Gross revenue for the second quarter of fiscal 1998 was $8,924,000 as compared
to gross revenue of $10,530,000 for the second quarter of fiscal 1997. This 15%
decrease resulted primarily from completing the design phase of several large
projects in the aviation and institutional programs. These projects entered the
construction administration phase. Declining gross revenues in those programs
were offset by an increases in gross revenue for the public infrastructure
program. Offsetting the gross revenue decrease was a 30% decrease in subcontract
and other direct costs for the second quarter of fiscal 1998 over the same
period for fiscal 1997. Decreased use of subconsultants was experienced
primarily in the aviation and institutional programs as a result of project
changes mentioned above. As a result of the decrease in both gross revenue and
other direct costs, net service revenue decreased 8% to $6,386,000 for the
second quarter of fiscal 1998 from $6,929,000 for the second quarter of fiscal
1997.
<PAGE>
Cost of services represents direct labor costs associated with the generation of
net service revenues. Cost of services for the first six months of fiscal 1998
was $5,268,000, representing a 9% decrease from the same period for fiscal 1997.
Expressed as a percentage of net service revenue, cost of services remained
consistent at 40% for both the first six months of fiscal 1998 and 1997. As a
result of the decrease in revenues, gross profit decreased 8% to $7,828,000 in
the first six months of fiscal 1998 from $8,498,000 for the first six months of
fiscal 1997. Cost of services for the second quarter of fiscal 1998 was
$2,557,000, representing an 8% decrease from the second quarter of fiscal 1997.
Expressed as a percentage of net service revenue, cost of services also remained
consistent at 40% for both the second quarters of fiscal 1998 and 1997. As a
result of the decrease in revenues, gross profit decreased 8% to $3,829,000 in
the second quarter of fiscal 1998 from $4,154,000 for the second quarter of
fiscal 1997.
Selling, general and administrative (SG&A) expenses consist of labor costs of
operational personnel not utilized on projects (i.e. indirect labor), labor
costs of administrative and support personnel, office rent, depreciation,
insurance and other operating expenses. SG&A expenses for the first six months
of fiscal 1998 were $7,427,000 as compared to $7,647,000 for the first six
months of fiscal 1997. This 3% decrease was due primarily to a decrease in
warranty and temporary staffing expense. SG&A expenses for the second quarter of
fiscal 1998 were $3,644,000 as compared to $3,823,000 for the second quarter of
fiscal 1997. This 5% decrease was due primarily to a decrease in warranty,
temporary staffing, and professional fees expense.
Income before income taxes was $451,000 for the first six months of fiscal 1998
compared to $858,000 for the same period of fiscal 1997. Income before income
taxes for the second quarter of fiscal 1998 was $214,000 compared to $347,000
for the second quarter of fiscal 1997.
Net income for the first six months of fiscal 1998 was $249,000 compared to
$457,000 for the first six months of fiscal 1997. Net income for the second
quarter of fiscal 1998 was $117,000 compared to $157,000 for the second quarter
of fiscal 1997. These decreases were due primarily to the decrease in net
service fees as described above.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1997 the Company had cash of $2,035,000 and additional
borrowing available on the revolving line of credit of $1,750,000. The Company
believes that its existing financial resources, together with its future cash
flow from operations, will provide sufficient capital to fund its operations for
the foreseeable future.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of the Shareholders was held on July 24,
1997. The matters voted on at the Annual Meeting (as described in the
Company's definitive proxy material dated June 20, 1997 previously
filed with the Commission) were as follows:
(1) Proposal to elect six directors to serve until next year's Annual
Meeting of Shareholders.
Votes Votes Votes
Nominees For Against Withheld
-------- --- ------- --------
Leerie T. Jenkins, Jr 307,152 0 0
David K. Robertson 307,152 0 0
Darold F. Cole 307,152 0 0
J. Ron Ratliff 305,236 0 1,916
David E. Thomas 306,831 0 321
Alexander P. Zechella 307,152 0 0
(2) Proposal to ratify the appointment of Deloitte & Touche LLP as
independent public accountants of the Company for the fiscal year
ending March 31, 1998.
306,224 Votes For -0- Votes Against 928 Abstain
(3) Proposal to ratify amendments to the Company's Amended and
Restated 1991 Incentive Stock Option Plan and the reservation of
50,000 additional shares of the Company's Common Stock for issuance of
options under such plan.
305,572 Votes For 1,085 Votes Against 495 Abstain
(4) Proposal to ratify amendments to the Company's Amended and
Restated 1991 Nonqualified Stock Option Plan and the reduction of
50,000 shares of the Company's Common Stock reserved for issuance of
options under such plan.
305,430 Votes For 1,222 Votes Against 500 Abstain
(5) Proposal to ratify amendments to the Company's Amended and
Restated 1991 Employee Stock Bonus Plan.
305,430 Votes For 1,222 Votes Against 500 Abstain
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 10 - Material Contracts.
10.1 Reynolds, Smith and Hills, Inc. Amended and Restated 1991
Incentive Stock Option Plan
10.2 Reynolds, Smith and Hills, Inc. Amended and Restated 1991
Nonqualified Stock Option Plan
10.3 Reynolds, Smith and Hills, Inc. Amended and Restated 1991
Employee Stock Bonus Plan.
Exhibit 27 - Financial Data Schedule. This schedule reports certain
financial data in electronic format for Electronic Data Gathering and
Retrieval (EDGAR) purposes only. This exhibit is not included in this
conforming paper filing.
(b) There were no Form 8-K reports filed during the quarter for which
this report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 12, 1997 REYNOLDS, SMITH AND HILLS, INC.
By /s/ Leerie T. Jenkins, Jr.
Leerie T. Jenkins, Jr.
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
By /s/ David K. Robertson
David K. Robertson
Executive Vice President,
Secretary, Treasurer, Chief
Financial Officer and Director
(Principal Financal and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 2,035,000
<SECURITIES> 0
<RECEIVABLES> 7,630,000
<ALLOWANCES> 150,000
<INVENTORY> 0
<CURRENT-ASSETS> 9,793,000
<PP&E> 5,643,000
<DEPRECIATION> 3,617,000
<TOTAL-ASSETS> 12,773,000
<CURRENT-LIABILITIES> 6,593,000
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> 5,581,000
<TOTAL-LIABILITY-AND-EQUITY> 12,773,000
<SALES> 0
<TOTAL-REVENUES> 18,438,000
<CGS> 0
<TOTAL-COSTS> 10,610,000
<OTHER-EXPENSES> 7,345,000
<LOSS-PROVISION> 30,000
<INTEREST-EXPENSE> 2,000
<INCOME-PRETAX> 451,000
<INCOME-TAX> 202,000
<INCOME-CONTINUING> 249,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 249,000
<EPS-PRIMARY> .55
<EPS-DILUTED> .55
</TABLE>
<PAGE>
EXHIBIT 10.1
REYNOLDS, SMITH AND HILLS, INC.
AMENDED AND RESTATED 1991 INCENTIVE STOCK OPTION PLAN
SECTION 1. Purpose. The purpose of this REYNOLDS, SMITH AND HILLS, INC.
AMENDED AND RESTATED 1991 INCENTIVE STOCK OPTION PLAN (the "Plan") is to provide
a means whereby REYNOLDS, SMITH AND HILLS, INC., a Florida corporation (the
"Company"), may, through the g rant of options ("Options") that meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), to purchase shares ("Shares") of its One Cent ($0.01) par value
common stock of the Company, attract and retain persons of ability as employees
and motivate such empl oyees to exert their best efforts on behalf of the
Company and its subsidiaries.
SECTION 2. Number of Shares Available Under Plan.
(a) Pursuant to the terms and conditions set forth in this Plan,
Options may be granted to employees of the Company and its subsidiaries to
purchase up to in the aggregate One Hundred Thousand (100,000) Shares. The
Shares issued upon exercise of Options granted under this Plan may be authorized
and unissued Shares or issued Shares that have been reacquired by the Company.
(b) The aggregate fair market value (determined at the time the Option
is granted) of Shares with respect to which Options are exercisable for the
first time by an employee during any calendar year (under all such plans of the
Company and its subsidiaries) shall not exceed One Hundred Thousand and No/l00
Dollars ($100,000.00).
SECTION 3. Administration.
(a) This Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board is authorized to establish such rules and to
appoint such agents as it deems appropriate for the proper administration of the
Plan, and to make such determinations (which shall be sufficiently evidenced if
set forth in any written action of the Board or in any written stock option
agreement) and to take such steps in connection with the Plan or the benefits
provided hereunder as it deems necessary or advisable.
(b) The Board also is authorized to delegate to a committee of its
members (the "Committee") or to any officer of the Company any or all of its
authority under this Plan, including any or all of its rights or obligations
hereunder. If the Board delegates its authority to the Committee, a majority of
the members of the Committee (or, if less than three (3), all of the members)
shall constitute a quorum, and any action taken by a majority present at a
meeting at which a quorum is present or any action taken without a meeting
evidenced by a writing executed by a majority of the whole Committee shall
constitute the action of the Committee.
<PAGE>
(c) Subject to the provisions of this Plan, the Board shall have the
power to: (i) determine and designate from time to time those employees of the
Company and any of its subsidiaries to whom Options are to be granted
(collectively the "Optionees" and individually an "Optionee"); (ii) determ ine
the number of Shares to be optioned to each such Optionee; (iii) authorize the
granting of Options that qualify as incentive stock options within the meaning
of Section 422(b) of the Code and determine the price and terms thereof; (iv)
determine the number of Shares subject to each Option; (v) determine the time or
times and the manner when each Option shall be exercisable and the duration of
the exercise period; and (vi) determine the "Fair Market Value" (as hereinafter
defined) of the Shares covered by each Option.
(d) The Board may interpret this Plan, prescribe, amend, and rescind
any rules and regulations necessary or appropriate for the administration of
this Plan, and make such other determinations and take such other action as it
deems necessary or advisable. Without limiting the generality of the foregoing
sentence, the Board may, in its discretion, treat all or any portion of any
period during which an Optionee is on military or on an approved leave of
absence as actual service for purpose of accrual of the Optionee's rights under
the Optionee's Option, to the extent such treatment complies with the applicable
Treasury regulations under the Code relating to the definition of "employee"
under plans granting incentive stock options under Section 422 of the Code. Any
interpretation, determination, or other action made or taken by the Board shall
be final, binding, and conclusive.
SECTION 4. Terms and Conditions. Each Option granted under this Plan
shall be evidenced by a written agreement (the "Incentive Option Agreement"), in
a form approved by the Board, which Incentive Option Agreement shall be subject
to the following express terms and conditions and to such other terms and
conditions as the Board may deem appropriate:
(a) Option Period. No Option may be granted pursuant hereto after ten
(10) years have elapsed from the earlier of: (i) the date this Plan is adopted;
or (ii) the date this Plan is approved by the shareholders of the Company having
a right to vote upon the adoption of this Plan. Each Option granted pursuant to
this Plan shall expire on a date (the "Expiration Date") as may be set forth
herein or in the applicable Incentive Option Agreement, provided such Expiration
Date is no later than ten (10) years from the date the Option is granted.
However, if at the time an Option is granted to an Optionee, such Optionee owns
capital stock of the Company possessing more than ten (10%) of the total
combined voting power of all classes of stock of the Company, then any such
Option granted to such Optionee shall have an Expiration Date no later than five
(5) years from the date such Option is granted.
(b) Option Price. The Option price per Share shall be the "Fair Market
Value" of each Share on the date the Option is granted. The Fair Market Value of
a Share on the date the Option is granted shall be determined by majority vote
of the Board as their best estimate of the true fair market value of a Share on
that date, given all relevant and available information. However, if an Optionee
who, at the time the Option is granted to them, owns capital stock of the
Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, then the Option price per Share
from any such Option granted to such Optionee shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the Shares subject to such
Option.
<PAGE>
(c) Exercise of Option. No part of any Option may be exercised until
the Optionee shall have remained in the employ of the Company and/or a
subsidiary of Company for such period, if any, as the Board may specify in the
applicable Incentive Option Agreement. Otherwise, Options may be exercised, to
the extent exercisable, by the terms set forth in this Plan and the applicable
Incentive Option Agreement.
(d) Special Rules for Exercise in the Event of Death or After
Termination of Employment.
(i) Death. If an Optionee shall die: (A) while an employee of
the Company or any of its subsidiaries and prior to the Expiration Date
of an Option; or (B) within three (3) months after termination of
Optionee's employment with the Company or any of its subsidiaries and
prior to the Expiration Date of an Option, then, in either such event,
Optionee's Option may be exercised, to the extent, if any, that
Optionee would have been entitled to do so if he had done so at the
date of Optionee's termination of employment (by death or other prior
termination of employment), by the person or persons to whom Optionee's
rights under the Option pass by will or applicable law, or if no such
person has such right, by Optionee's executors or administrators, at
any time, or from time to time, within one (1) year after the date of
Optionee's death.
(ii) Disability. If any Optionee's employment with the Company
or any of its subsidiaries shall terminate because of Optionee's
permanent disability (as defined in accordance with Section 22(e)(3) of
the Code (or its replacement)) prior to the Expiration Date of an
Option, such Optionee may exercise Optionee's Option, to the extent
that Optionee may be entitled to do so at the date of the termination
of Optionee's employment due to such permanent disability, at any time,
or from time to time, within one (1) year after the date of such
termination of Optionee's employment with the Company or any of its
subsidiaries.
(iii) Termination of Employment for Cause. If any Optionee's
employment by the Company or any of its subsidiaries has been
terminated for Cause (as hereinafter defined), any Option granted under
this Plan held by such Optionee shall immediately terminate and be of
no further force an d effect; provided, however, that the Board may, in
its sole discretion, provide that such stock option can be exercised
for a period of up to 30 days from the date of termination of
employment or until the expiration of the stated term of the Option, if
earlier. "Termination for Cause" shall mean the termination of the
Optionee's employment with the Company for any of the following
reasons: (i) any act of malfeasance or wrongdoing affecting the Company
or any of its subsidiaries, (ii) the breach of any restrictive
covenant, or employment contract, with the Company or any of its
subsidiaries, or (iii) engaging in any other conduct which would
warrant Optionee's discharge for cause, excluding general
dissatisfaction with the performance of Optionee's duties, but
including any act of disloyalty or conduct clearly tending to bring
discredit upon the Company, its Parent or Subsidiaries.
<PAGE>
(iv) Other Termination of Employment. If any Optionee's
employment with the Company or any of its subsidiaries shall terminate
for any reason other than for Cause, death or permanent disability
prior to the Expiration Date of an Option, such Optionee may not
exercise such Option at any time after three (3) months from the date
of termination of such employment.
(v) Expiration Date Limitation. Notwithstanding anything
herein to the contrary, no Option may be exercised on a date later than
that Option's Expiration Date.
(e) Payment of Purchase Price Upon Exercise. Payment of the purchase
price upon exercise of any Option granted under this Plan shall be made in cash
or by Optionee's personal check, certified check or bank draft, payable to the
order of the Company in lawful money of the United States; provided, however,
that the Board, in its sole discretion, may permit an Optionee to pay the Option
price in whole or in part (a) with Shares owned by the Optionee or with Shares
withheld from the Shares otherwise deliverable to the Optionee upon exercise of
an Option (in each case only to the extent th at such provision would not result
in an accounting compensation charge to the Company with respect to the Option);
(b) by delivery on a form prescribed by the Board of an irrevocable direction to
a securities broker approved by the Board to sell Shares and deliver all or a
portion of the proceeds to the Company in payment for the Option price; (c) by
delivery of the Optionee's promissory note with such recourse, interest,
security, and redemption provisions as the Board in its discretion determines
appropriate; or (d) in any combination of the foregoing. Any such alternative
permissible methods of exercise of any Option shall be set forth in the
Incentive Option Agreement. In the event the Option price is paid in whole or in
part with Shares, such Shares shall be valued at their Fair Market Value as of
the date of exercise of the Option. Such shares shall be delivered along with a
ny portion to be paid in cash or by promissory note within five (5) days after
the date of exercise. If the Optionee fails to pay the Option price within such
five (5) day period, the Board shall have the right to take whatever action it
deems appropriate, including terminating the Option or voiding the exercise of
the Option. The Company shall not issue or transfer Shares upon the exercise of
an Option until the Option price is paid in full.
(f) Nontransferability. No Option granted under the Plan may be
hypothecated, assigned or transferred other than by will or by the laws of
descent and distribution subject to the limitations set forth herein. During the
lifetime of the Optionee, an Option shall be exercisable only by Optionee.
(g) Investment Representation. Each Incentive Option Agreement shall
contain an agreement that, upon demand by the Board for such a representation,
Optionee (or any person acting under Section 4(d) hereof) shall deliver to the
Board and/or the Company at the time of any exercise of an Option , a written
representation that the Shares to be acquired upon such exercise, if the Shares
are not registered pursuant to applicable state and/or federal securities laws,
are to be acquired for investment and not for resale or with a view to the
distribution thereof. Upon such demand, delivery of such representation prior to
the delivery of any Shares issued upon exercise of an Option and prior to the
Expiration Date for such Option shall be a condition precedent to the right of
Optionee or such other person to purchase any Shares.
(h) Adjustments in Event of Change in the Capital. In the event of any
change in the capital of the Company which affects the Shares, by reason of any
stock dividend, recapitalization, reorganization, merger, consolidation or
exchange of Shares, or of any similar change affecting the Shares, the number
and kind of Shares which thereafter may be optioned and sold under the Plan, and
the number and kind of Shares subject to Option in outstanding Incentive Option
Agreements and the purchase price per Share thereof, shall be appropriately
adjusted consistent with such change. Any changes shall be made in accordance
with Section 424(a) of the Code and regulations thereunder or any successor
regulation or ruling in a manner which would permit the Shares to be purchased
at the lowest price per Share that would not cause the change to be considered
to be a reissuance of the applicable Option or cause the applicable Option to
cease to be treated as an incentive stock option.
6
<PAGE>
(i) Qualified ISOs. Each Incentive Option Agreement which provides for
the grant of an Option to a participant shall contain such terms and provisions
as the Board may determine to be necessary or desirable in order to qualify such
Option as an incentive stock option within the meaning of Se ction 422 of the
Code.
(j) No Rights As Shareholder. No Optionee shall have any rights as a
shareholder of the Company with respect to the Shares covered by an Option prior
to the date of issuance to Optionee of a certificate or certificates for Shares
of the Company arising from the exercise of such Option.
(k) No Rights to Continued Employment. This Plan, and any Option
granted under this Plan, shall not confer upon any Optionee any right with
respect to continuance of employment by the Company or any of its subsidiaries,
nor shall they interfere in any way with the right of the Company or any of its
subsidiaries to terminate Optionee's employment at any time.
(l) Share Delivery Conditions. The Company may postpone the time of
delivery of certificates for Shares for any period as the Company shall deem
necessary or desirable to enable the Company to comply with the listing
requirements of any securities exchange upon which the common stock of the
Company may be listed, or the requirements of the Securities Act of 1933 or the
1934 Act, or any rules or regulations of the Securities and Exchange Commission
promulgated thereunder, or the requirements of applicable state laws relating to
authorization, issuance or sale of securities.
SECTION 5. Compliance With Other Laws and Regulations. This Plan, the
grant and exercise of Options hereunder, and the obligation of the Company to
sell and deliver Shares under such Options, shall be subject to all applicable
laws, rules and regulations, including, but not limited to, those of the United
States and its States, and to such approval by any government or regulatory
agency as may be required.
SECTION 6. Amendment and Discontinuance. The Board may from time to
time amend, suspend or discontinue this Plan; provided, however, that subject to
the provisions of Section 4 hereof, no action of the Board may amend this Plan
if such approval would adversely affect the treatment of any Option intended to
qualify as an incentive stock option under the Code if obtained without approval
by a majority vote of the shareholders having a right to vote thereon being
secured. Without the written consent of an Optionee, no amendment or suspension
of this Plan shall alter or impair any Option previously granted to such
Optionee under this Plan.
SECTION 7. Indemnification. A member of the Board serving on the
Committee may be indemnified as represented in the Company's Articles of
Incorporation and the Company's Bylaws and subject to the rules set forth
therein.
<PAGE>
SECTION 8. Effective Date. This Plan shall become effective upon its
adoption by the Board and shall, if approval by vote of the holders of a
majority of the outstanding Shares of common stock of the Company entitled to
vote on the adoption of this Plan is secured within twelve (12) months after the
Plan is adopted by the Board, continue in effect until the date which is ten
(10) years after the date of adoption of this Plan, unless sooner terminated in
accordance with Section 6 of this Plan.
SECTION 9. Governing Law. This Plan shall be construed and interpreted
in accordance with Florida law, to the extent such construction and
interpretation does not adversely affect the treatment of any Option intended to
qualify as an incentive stock option under the Code.
SECTION 10. Name. The Plan shall be known as the "REYNOLDS, SMITH AND
HILLS, INC. AMENDED AND RESTATED 1991 INCENTIVE STOCK OPTION PLAN."
IN WITNESS WHEREOF, the Company has caused the Reynolds, Smith and
Hills, Inc. Amended and Restated 1991 Incentive Stock Option Plan to be executed
by its duly authorized officer pursuant to resolutions of the Board to be
effective as of the 20th day of May, 1997.
REYNOLDS, SMITH AND HILLS, INC.
By: /s/ Leerie T. Jenkins, Jr.
Name: Leerie T. Jenkins, Jr.
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT 10.2
REYNOLDS, SMITH AND HILLS, INC.
AMENDED AND RESTATED 1991 NONQUALIFIED STOCK OPTION PLAN
--------------------------------------------------------
SECTION 1. Purpose. The purpose of this REYNOLDS, SMITH AND HILLS, INC.
AMENDED AND RESTATED 1991 NONQUALIFIED STOCK OPTION PLAN (the "Plan") is to
provide a means whereby REYNOLDS, SMITH AND HILLS, INC., a Florida corporation
(the "Company"), may, through the grant of nonqualified options ("Options") to
purchase shares ("Shares") of its One Cent ($0.01) par value common stock of the
Company attract and retain persons of ability as employees and motivate such
employees to exert their best efforts on behalf of the Company and its
subsidiaries.
SECTION 2. Number of Shares Available Under Plan. Pursuant to the terms
and conditions set forth in this Plan, Options may be granted to employees of
the Company and its subsidiaries to purchase up to in the aggregate Fifty
Thousand (50,000) Shares. The Shares issued upon exercise of Options granted
under this Plan may be authorized and unissued Shares or issued Shares that have
been reacquired by the Company.
SECTION 3. Administration.
(a) This Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board is authorized to establish such rules and to
appoint such agents as it deems appropriate for the proper administration of the
Plan, and to make such determinations (which shall be sufficiently evidenced if
set forth in any written action of the Board or in any written stock option
agreement) and to take such steps in connection with the Plan or the benefits
provided hereunder as it deems necessary or advisable.
(b) The Board also is authorized to delegate to a committee of its
members (the "Committee") or to any officer of the Company any or all of its
authority under this Plan, including any or all of its rights or obligations
hereunder. If the Board delegates its authority to the Committee, a majority of
the members of the Committee (or, if less than three (3), all of the members)
shall constitute a quorum, and any action taken by a majority present at a
meeting at which a quorum is present or any action taken without a meeting
evidenced by a writing executed by a majority of the whole Committee shall
constitute the action of the Committee.
(c) Subject to the provisions of this Plan, the Board shall have the
power to: (i) determine and designate from time to time those employees of the
Company and any of its subsidiaries to whom Options are to be granted
(collectively the "Optionees" and individually an "Optionee"); (ii) determine
the number of Shares to be optioned to each such Optionee; (iii) determine the
number of Shares subject to each Option; (iv) determine the purchase price of
the Shares covered by each Option; and (v) determine the time or times and the
manner when each Option shall be exercisable and the duration of the exercise
period.
<PAGE>
(d) The Board may interpret this Plan, prescribe, amend, and rescind
any rules and regulations necessary or appropriate for the administration of
this Plan, and make such other determinations and take such other action as it
deems necessary or advisable. Without limiting the generality of the foregoing
sentence, the Board may, in its discretion, treat all or any portion of any
period during which an Optionee is on military or other approved leaves of
absence as actual service for purposes of accrual of the Optionee's rights under
the Optionee's Option. Any interpretation, determination, or other action made
or taken by the Board shall be final, binding, and conclusive.
SECTION 4. Terms and Conditions. Each Option granted under this Plan
shall be evidenced by a written agreement (the "Nonqualified Option Agreement")
in a form approved by the Board, which Nonqualified Option Agreement shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Board may deem appropriate:
(a) Option Period. No Option may be granted pursuant hereto after ten
(10) years have elapsed from the earlier of: (i) the date this Plan is adopted;
or (ii) the date this Plan is approved by the shareholders of the Company having
a right to vote upon the adoption of this Plan. Each Option granted pursuant to
this Plan shall expire on a date (the "Expiration Date") as may be set forth
herein or in the applicable Nonqualified Option Agreement, provided such
Expiration Date is no later than ten (10) years from the date such Option is
granted.
(b) Option Price. The Option price per Share of each Share subject to
such Option shall be as determined by the Board.
(c) Exercise of Option. No part of any Option may be exercised until
the Optionee shall have remained in the employ of the Company and/or a
subsidiary of the Company for such period, if any, as the Board may specify in
the applicable Nonqualified Option Agreement. Otherwise, Options may be
exercised, to the extent exercisable, by the terms set forth in this Plan and
the applicable Nonqualified Option Agreement.
(d) Special Rules for Exercise in the Event of Death or After
Termination of Employment.
(i) Death. If an Optionee shall die: (A) while an employee of
the Company or any of its subsidiaries and prior to the Expiration Date
of an Option; or (B) within three (3) months after termination of
Optionee's employment with the Company or any of its subsidiaries and
prior to the Expiration Date of an Option, then, in either such event,
Optionee's Option may be exercised, to the extent, if any, that
Optionee would have been entitled to do so if he had done so at the
date of Optionee's termination of employment (by death or other prior
termination of employment), by the person or persons to whom Optionee's
rights under the Option pass by will or applicable law, or if no such
person has such right, from time to time, within one (1) year after the
date of Optionee's death.
<PAGE>
(ii) Disability. If any Optionee's employment with the Company
or any of its subsidiaries shall terminate because of Optionee's
permanent disability (as defined in accordance with Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended (the "Code") (or its
replacement)) prior t o the Expiration Date of an Option, such Optionee
may exercise Optionee's Option, to the extent that Optionee may be
entitled to do so at the date of the termination of Optionee's
employment due to such permanent disability, at any time, or from time
to time, within one (1) year after the date of such termination of
Optionee's employment with the Company or any of its subsidiaries.
(iii) Termination of Employment for Cause. If any Optionee's
employment by the Company or any of its subsidiaries has been
terminated for Cause (as hereinafter defined), any Option granted under
this Plan held by such Optionee shall immediately terminate and be of
no further force and effect; provided, however, that the Board may, in
its sole discretion, provide that such stock option can be exercised
for a period of up to 30 days from the date of termination of
employment or until the expiration of the stated term of the Option, if
earlier. "Termination for Cause" shall mean the termination of the
Optionee's employment with the Company for any of the following
reasons: (i) any act of malfeasance or wrongdoing affecting the Company
or any of its subsidiaries, (ii) the breach of any restrictive
covenant, or employment contract, with the Company or any of its
subsidiaries, or (iii) engaging in any other conduct which would
warrant Optionee's discharge for cause, excluding general
dissatisfaction with the performance of Optionee's duties, but
including any act of disloyalty or conduct clearly tending to bring
discredit upon the Company, its Parent or Subsidiaries.
(iv) Other Termination of Employment. If any Optionee's
employment with the Company or any of its subsidiaries shall terminate
for any reason other than for Cause, death or permanent disability
prior to the Expiration Date of an Option, such Optionee may not
exercise such Option at any time after three (3) months from the date
of termination of such employment.
(v) Expiration Date Limitation. Notwithstanding anything
herein to the contrary, no Option may be exercised on a date later than
that Option's Expiration Date.
(e) Payment of Purchase Price Upon Exercise. Payment of the purchase
price upon exercise of any Option granted under this Plan shall be made in cash
or by Optionee's personal check, certified check or bank draft, payable to the
order of the Company in lawful money of the United States; provided, however,
that the Board, in its sole discretion, may permit an Optionee to pay the Option
price in whole or in part (a) with Shares owned by the Optionee or with Shares
withheld from the Shares otherwise deliverable to the Optionee upon exercise of
an Option (in each case only to the extent th at such provision would not result
in an accounting compensation charge to the Company with respect to the Option);
(b) by delivery on a form prescribed by the Board of an irrevocable direction to
a securities broker approved by the Board to sell Shares and deliver all or a
portion of the proceeds to the Company in payment for the Option price; (c) by
delivery of the Optionee's promissory note with such recourse, interest,
security, and redemption provisions as the Board in its discretion determines
appropriate; or (d) in any combination of the foregoing. Any such alternative
permissible me thods of exercise of any Option shall be set forth in the
Incentive Option Agreement. In the event the Option price is paid in whole or in
part with Shares, such Shares shall be valued at their Fair Market Value as of
the date of exercise of the Option. Such shares shall be delivered along with
any portion to be paid in cash or by promissory note within five (5) days after
the date of exercise. If the Optionee fails to pay the Option price within such
five (5) day period, the Board shall have the right to take whatever action it
deems appropriate, including terminating the Option or voiding the exercise of
the Option. The Company shall not issue or transfer Shares upon the exercise of
an Option until the Option price is paid in full.
<PAGE>
(f) Nontransferability. No Option granted under this Plan may be
hypothecated, assigned or transferred other than by will or by the laws of
descent and distribution subject to the limitations set forth herein. During the
lifetime of the Optionee, an Option shall be exercisable only by Optionee.
(g) Investment Representation. Each Nonqualified Option Agreement shall
contain an agreement that, upon demand by the Board for such a representation,
Optionee (or any person acting under Section 4(d) hereof) shall deliver to the
Board and/or the Company at the time of any exercise of an Option, a written
representation that the Shares to be acquired upon such exercise, if the Shares
are not registered pursuant to applicable state and/or federal securities laws,
are to be acquired for investment and not for resale or with a view to the
distribution thereof. Upon such demand, delivery of such representation prior to
the delivery of any Shares issued upon exercise of an Option and prior to the
Expiration Date for such Option shall be a condition precedent to the right of
Optionee or such other person to purchase any Shares.
(h) Adjustments in Event of Change in the Capital. In the event of any
change in the capital of the Company which affects the Shares, by reason of any
stock dividend, recapitalization, reorganization, merger, consolidation or
exchange of Shares, or of any similar change affecting the Shares, the number
and kind of Shares which thereafter may be optioned and sold under this Plan,
and the number and kind of Shares subject to Option in outstanding Nonqualified
Option Agreements, and the purchase price per Share thereof, shall be
appropriately adjusted consistent with such change. Any changes shall be made
in accordance with any applicable Sections of the Code and the regulations
thereunder or any successor regulation or ruling in a manner which would permit
the Shares to be purchased at the lowest price per Share that would not cause
the change to be considered to be a reissuance of the applicable Option.
(i) No Rights As Shareholder. No Optionee shall have any rights as a
shareholder of the Company with respect to the Shares covered by an Option prior
to the date of issuance to Optionee of a certificate or certificates for Shares
of the Company arising from the exercise of such Option.
(j) No Rights to Continued Employment. This Plan, and any Option
granted under this Plan, shall not confer upon any Optionee any right with
respect to continuance of employment by the Company or any of its subsidiaries,
nor shall they interfere in any way with the right of the Company or any of its
subsidiaries to terminate Optionee's employment at any time.
(k) Share Delivery Conditions. The Company may postpone the time of
delivery of certificates for Shares for any period as the Company shall deem
necessary or desirable to enable the Company to comply with the listing
requirements of any securities exchange upon which the common stock of the
Company may be listed, or the requirements of the Securities Act of 1933 or the
1934 Act, or any rules or regulations of the Securities and Exchange Commission
promulgated thereunder, or the requirements of applicable state laws relating to
authorization, issuance or sale of securities.
<PAGE>
SECTION 5. Compliance With Other Laws and Regulations. This Plan, the
grant and exercise of Options hereunder, and the obligation of the Company to
sell and deliver Shares under such Options, shall be subject to all applicable
laws, rules and regulations, including, but not limited to, those of the United
States and its States, and to such approval by any government or regulatory
agency as may be required.
SECTION 6. Amendment and Discontinuance. This Plan may be amended by
the Board from time to time to the extent that the Board deems necessary or
appropriate. Without the written consent of an Optionee, no amendment or
suspension of this Plan shall alter or impair any Option previously granted to
such Optionee under this Plan.
SECTION 7. Indemnification. A member of the Board serving on the
Committee may be indemnified as represented in the Company's Articles of
Incorporation and the Company's Bylaws and subject to the rules set forth
therein.
SECTION 8. Effective Date. This Plan shall become effective upon its
adoption by the Board and shall continue in effect until the date which is ten
(10) years after the date of adoption of this Plan, unless sooner terminated in
accordance with Section 6 of this Plan.
SECTION 9. Governing Law. This Plan shall be construed and interpreted
in accordance with Florida law.
SECTION 10. Name. This Plan shall be know as the "REYNOLDS, SMITH AND
HILLS, INC. AMENDED AND RESTATED 1991 NONQUALIFIED STOCK OPTION PLAN."
IN WITNESS WHEREOF, the Company has caused the Reynolds, Smith and
Hills, Inc. Amended and Restated 1991 Nonqualified Stock Option Plan to be
executed by its duly authorized officer pursuant to resolutions of the Board to
be effective as of the 20th day of May 1997.
REYNOLDS, SMITH AND HILLS, INC.
By: /s/ Leerie T. Jenkins, Jr.
Name: Leerie T. Jenkins, Jr.
Title: Chairman of the Board and Chief
Executive Officer
EXHIBIT 10.3
REYNOLDS, SMITH AND HILLS, INC.
AMENDED AND RESTATED 1991 EMPLOYEE STOCK BONUS PLAN
SECTION 1. Purpose. The purpose of this REYNOLDS, SMITH AND HILLS, INC.
AMENDED AND RESTATED 1991 EMPLOYEE STOCK BONUS PLAN (the "Plan") is to reward
outstanding service and to attract and retain persons of ability as employees of
Reynolds, Smith and Hills, Inc., a Florida corporation (the "Company") and each
"subsidiary corporation" of the Company (as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code") and hereinafter referred
to as a "Subsidiary") for which participation in this Plan has been authorized
(under Section 4 hereof) in order to encourage them to remain in the employ of
the Company and each such Subsidiary.
SECTION 2. Stock. The number of shares of the Company's stock which may
be awarded as a bonus to eligible employee participants under this Plan shall be
an aggregate number of Fifty Thousand (50,000) shares of the authorized but
unissued One Cent ($0.01) par value common stock of the Company ("Stock") or
issued Stock that has been reacquired by the Company.
SECTION 3. Administration.
(a) This Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board is authorized to establish such rules and to
appoint such agents as it deems appropriate for the proper administration of the
Plan, and to make such determinations (which shall be sufficiently evidenced if
set forth in any written action of the Board or in any written stock option
agreement) and to take such steps in connection with the Plan or the benefits
provided hereunder as it deems necessary or advisable.
(b) The Board also is authorized to delegate to a committee of its
members (the "Committee") or to any officer of the Company any or all of its
authority under this Plan, including any or all of its rights or obligations
hereunder. If the Board delegates its authority to the Committee, a majority of
the members of the Committee (or, if less than three (3), all of the members)
shall constitute a quorum, and any action taken by a majority present at a
meeting at which a quorum is present or any action taken without a meeting
evidenced by a writing executed by a majority of the whole Committee shall
constitute the action of the Committee.
(c) The Board shall interpret and construe the Plan and such
interpretations and constructions by the Board of any provision of this Plan
shall be final and binding on all employees, eligible employees, participants
and on any person making a claim based on the rights, if any, of any such person
under this Plan.
SECTION 4. Eligible Employees. The Board shall determine and designate
from time to time those eligible employees of the Company and of each Subsidiary
to whom a bonus, in the form of Stock, is to be paid.
<PAGE>
SECTION 5. Amount of Stock Bonus. The Board shall determine and
designate the number of shares of Stock to be awarded as a bonus to any
particular eligible employee (a "Participant").
SECTION 6. Delivery. Stock granted as a bonus under this Plan shall be
delivered to a Participant registered in the name of the Participant or, if the
Participant so directs in the names of the Participant and one such other person
as may be designated by the Participant, as joint tenants with rights of
survivorship, to the extent permitted by applicable law as promptly as
practicable after the grant of any bonus.
SECTION 7. Designation of Beneficiary. A Participant shall designate a
beneficiary who is to receive the Stock, if any, to the Participant's credit
under the Plan in the event of such Participant's death prior to delivery to him
of such Stock. Such designation may be revised at any time by the Participant.
Such revised designation shall be effective at such time as such is filed with
the Board. The Company shall deliver such Stock, if any, to a deceased
Participant's beneficiary upon a determination by the Board that such delivery
is appropriate under the circumstances. In the event of the death of a
Participant who failed to so designate a beneficiary or, if no other person so
designated survives the Participant or, if after checking his last known mailing
address, the whereabouts of the person so designated are unknown and no claim is
submitted to the Board by such person within one (1) year of the Participant's
death, the Company shall deliver such Stock, if any, to the person who will
receive the proceeds of the Participant's group term life insurance under the
group term life insurance program maintained by the Company or a Subsidiary or,
if none or if the where abouts of such person are unknown, to the personal
representative of the Participant, if any has qualified within fifteen (15)
months from the date of the Participant's death or, if no personal
representative has so qualified, the Company, at the direction of the Board
acting in its discretion, may deliver such Stock, if any, to any heirs at law of
the Participant whose whereabouts are known by the Board. No designated
beneficiary shall, prior to the death of the Participant by whom he has been
designated, acquire any interest whatsoever in the Stock, if any, credited to
the Participant und er this Plan.
SECTION 8. Transferability. The right to receive Stock under the Plan
may not be assigned, encumbered, alienated, transferred, pledged, or otherwise
disposed of in any way by the Participant or any other person during his
lifetime, and any attempt to do so shall be void and without effect.
SECTION 9. Adjustment. The number of shares of Stock available to be
awarded as a bonus pursuant to Section 2 of this Plan shall be adjusted by the
Board in an equitable manner to reflect any change in the capitalization of the
Company, including, but not limited to such changes as stock dividends or stock
splits. Furthermore, the Board shall have the right to adjust (in a manner which
satisfies the requirements of Section 424(a) of the Code) the number of shares
of Stock available to be awarded as a bonus under Section 2 hereof in the event
of any corporate transaction described in Section 424(a) of the Code. If any
adjustment under this Section 9 would create a fractional share of Stock or a
right to acquire a fractional share of Stock, such fractional share shall be
disregarded and the number of shares of Stock available under this Plan shall be
the next lower number of whole shares, rounding all fractions downward. An
adjustment made under this Section 9 by the Board shall be conclusive and
binding on all affected persons.
<PAGE>
SECTION 10. Securities Registration. The Company may postpone the time
of delivery of certificates for shares of Stock for any period as the Company
shall deem necessary or desirable to enable the Company to comply with the
listing requirements of any securities exchange upon which the common stock of
the Company may be listed, or the requirements of the Securities Act of 1933, as
amended, or the 1934 Act, or any rules or regulations of the Securities and
Exchange Commission promulgated thereunder, or the requirements of applicable
state laws relating to authorization, issuance or sale of securities.
SECTION 11. Amendment or Termination. This Plan may be amended by the
Board from time to time to the extent that the Board deems necessary or
appropriate.
SECTION 12. Indemnification. A member of the Board serving on the
Committee may be indemnified as represented in the Company's Articles of
Incorporation and the Company's Bylaws and subject to the rules set forth
therein.
SECTION 13. Notices. All communications from a Participant to the Board
under, or in connection with, this Plan shall be deemed to have been filed with
the Board when actually received in the form specified by the Board at the
location, or by the person, designated by the Board for the receipt of such
communications.
SECTION 14. Effective Date of Plan. The effective date of this Plan
shall be the date that both the Board and the shareholders of the Company shall
have approved the adoption of this Plan.
SECTION 15. Miscellaneous. The headings to Sections in this Plan have
been included for convenience of reference only. The masculine pronoun shall
include the feminine and the singular the plural, whenever appropriate. This
Plan shall be interpreted and construed in accordance with the laws of the State
of Florida.
IN WITNESS WHEREOF, the Company has caused the Reynolds, Smith and
Hills, Inc. Amended and Restated 1991 Employee Stock Bonus Plan to be executed
by its duly authorized officer pursuant to resolutions of the Board to be
effective as of the 20th day of May 1997.
REYNOLDS, SMITH AND HILLS, INC.
By: /s/ Leerie T. Jenkins, Jr.
Name: Leerie T. Jenkins, Jr.
Title: Chairman of the Board and
Chief Executive Officer
