<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
BE AEROSPACE, INC.
(Exact name of issuer as specified in its charter)
Delaware 06-1209796
- ------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1400 Corporate Center Way
Wellington, Florida 33414
-----------------------------------
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED 1989 STOCK OPTION PLAN
1996 STOCK OPTION PLAN
----------------------
(Full title of the plans)
Thomas P. McCaffrey
Chief Financial Officer
1400 Corporate Center Way
Wellington, Florida 33414
(407) 791-1266
-----------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee/(2)/
registered price per offering
share/(1)/ price/(1)/
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,550,000 $8.625 - $19.5625 $26,417,343.75 $8,005.00
par value, $.01 per
share
- ----------------------------------------------------------------------------------
</TABLE>
(1) The offering price for shares subject to options on the date hereof is the
actual exercise price of such options. Of the 1,550,000 shares to be registered
hereunder, 152,500 shares are subject to options at an exercise price of $8.625
per share, 35,000 shares are subject to options at an exercise price of $8.875
per share and 200,000 shares are subject to options at an exercise price of
$10.25 per share. The offering price for the remaining 1,162,500 shares not
subject to options on the date hereof, $19.5625 per share, has been estimated
solely for the purpose of determining the registration fee pursuant to Rule
457(h) on the basis of the average of the high and low prices of BE Aerospace,
Inc. Common Stock, par value $0.01 per share, reported on the Nasdaq National
Market on October 9, 1996.
(2) Registration fee consists of $399.00 payable in respect of 152,500 shares
subject to options at an exercise price of $8.625 per share, plus $94.00
payable in respect of 35,000 shares subject to options at an exercise price of
$8.875 per share, plus $621.00 payable in respect of 200,000 shares subject to
option at an exercise price of $10.25, plus $6,891.00 payable in respect of
1,162,500 shares that have not yet been subject to options on the date hereof.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been filed:
(i) pursuant to General Instruction E on Form S-8, to register 1,050,000
additional securities to be offered pursuant to the Amended and Restated 1989
Stock Option Plan (the "1989 Plan") of BE Aerospace, Inc. (the "Registrant" or
the "Company"). A registration statement on Form S-8 (No. 33-38223), filed with
the Commission on December 14, 1990 to register 700,000 shares of common stock
offered pursuant to the 1989 Plan; a registration statement on Form S-8 (No. 33-
48119), filed with the Commission on May 26, 1992 to register an additional
300,000 shares of common stock offered pursuant to the 1989 Plan; and a
registration statement on Form S-8 (No. 33-72194), filed with the Commission on
November 26, 1993 for an additional 500,000 shares of common stock pursuant to
the 1989 Plan, are each currently effective and are each hereby incorporated
herein by reference; and
(ii) pursuant to General Instruction A on Form S-8 to register 500,000
securities offered pursuant to the 1996 Stock Option Plan (the "1996 Plan") of
Registrant.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant hereby incorporates the following documents herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
February 24, 1996 filed with the Commission on May 24, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
May 25, 1996 filed with the Commission on June 24, 1996.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1996 filed with the Commission on October 10, 1996.
(d) The description of the common stock of the Registrant contained in the
Prospectus as part of the Registrant's Registration Statement on Form
8-A (No. 0-18348) filed with the Commission on March 7, 1990 under
Section 12 of the Exchange Act of 1934, as amended (the "Exchange
Act.")
All other documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment to this Registration Statement that 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 required.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
No material interests.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
(a) Section 145 of the Delaware Corporation Law, as amended, gives
Delaware corporations the power to indemnify each of their present and former
officers or directors under certain circumstances, if such person acted in good
faith and in a manner which he reasonably believed to be in, or not opposed to,
the best interests of the corporation.
(b) The Amended and Restated Certificate of Incorporation, as amended,
of the Registrant contains provisions that eliminate the personal liability of
each director to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for breaches of such
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware
Code or (iv) for any transaction from which such director derived an improper
personal benefit.
-3-
<PAGE>
(c) The Amended and Restated Certificate of Incorporation, as amended,
of the Registrant contains provisions to the general effect that each director
and officer shall be indemnified by the Registrant against liabilities and
expenses in connection with any threatened, pending or contemplated legal
proceeding to which he may be a party or with which he may become involved by
reason of being or having been an officer or director of the Registrant. Such
indemnification is authorized to the fullest extent permitted under the Delaware
General Corporation Law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit List
5 Opinion of Ropes & Gray.
23 Consents
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Ropes & Gray (contained in Exhibit 5).
24 Power of Attorney (included as part of the signature pages to this
Registration Statement).
99 Other Exhibits.
99.1 Amended and Restated 1989 Stock Option Plan, as amended.
99.2 1996 Stock Option Plan.
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 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and 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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
-4-
<PAGE>
(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;
(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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof;
- ----
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
---------
(c) 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.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wellington, Florida on this 9th day of October, 1996.
BE Aerospace, Inc.
By /s/ ROBERT J. KHOURY
-----------------------------------
Robert J. Khoury,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the 9th day of October, 1996. Each person whose signature
appears below hereby authorized each of Robert J. Khoury, Edmund J. Moriarty and
Thomas P. McCaffrey and appoints each of them singly his attorney-in-fact, each
with full power of substitution, to execute in his name, place and stead, in any
and all capacities, any post-effective amendment to this Registration Statement
and file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, making such further
changes in this Registration Statement as the Company deems appropriate.
<TABLE>
<CAPTION>
Signature Capacity
--------- --------
<S> <C>
/s/ ROBERT J. KHOURY Vice Chairman; Chief Executive Officer and Director
- -----------------------------------
Robert J. Khoury
/s/ THOMAS P. MCCAFFREY Vice President and Chief Financial Officer
- -----------------------------------
Thomas P. McCaffrey
/s/ PAUL E. FULCHINO President; Chief Operating Officer and Director
- -----------------------------------
Paul E. Fulchino
/s/ JIM C. COWART Director
- -----------------------------------
Jim C. Cowart
Director
/s/ RICHARD G. HAMERMESH
- -----------------------------------
Richard G. Hamermesh
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ AMIN J. KHOURY
- ----------------------------------- Director (Chairman of the Board)
Amin J. Khoury
/s/ BRIAN H. ROWE Director
- -----------------------------------
Brian H. Rowe
/s/ HANSJOERG WYSS Director
- -----------------------------------
Hansjoerg Wyss
</TABLE>
Hansjoerg Wyss
-7-
<PAGE>
EXHIBIT INDEX
Exhibit List
<TABLE>
<CAPTION>
Number Title of Exhibit Page
- ------- ---------------- ----
<S> <C> <C>
5 Opinion of Ropes & Gray.
23 Consents.
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Ropes & Gray (contained in Exhibit 5).
24 Power of Attorney (included as part of the signature pages to
this Registration Statement).
99 Other Exhibits.
99.1 Amended and Restated 1989 Stock Option Plan, as amended.
99.2 1996 Stock Option Plan.
</TABLE>
-8-
<PAGE>
Exhibit 5
[Ropes & Gray Letterhead]
October 11, 1996
BE Aerospace Inc.
1400 Corporate Center Way
Wellington, FL 33414
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 1,550,000 shares of common stock, $.01 par
value (the "Shares"), of BE Aerospace Inc. (the "Company"). The Shares include
300,000 shares issuable under the Company's Amended and Restated 1989 Stock
Option Plan, as amended (the "1989 Plan"), 750,000 shares issuable under the
1989 Plan and 500,000 shares issuable under the Company's 1996 Stock Option Plan
(the "1996 Plan").
We have acted as special counsel for the Company, and are familiar with the
actions taken by the Company in connection with the 1989 and 1996 Plans. For
purposes of this opinion we have examined the Registration Statement, the 1989
Plan, the 1996 Plan and such other documents as we deemed appropriate.
Based upon the foregoing, we are of the opinion that, when the Shares have
been issued and sold and consideration received therefor by the Company in
accordance with the terms, respectively, of the 1989 and 1996 Plans, the Shares
will have been validly issued and will be fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Be Aerospace Inc. on Form S-8 of our report dated April 19, 1996, appearing in
the Annual Report on Form 10-K of BE Aerospace Inc. for the fiscal year ended
February 24, 1996.
/s/ Deloitte & Touche LLP
Costa Mesa, California
October 11, 1996
<PAGE>
EXHIBIT 99.1
BE AEROSPACE, INC.
AMENDED AND RESTATED 1989 STOCK OPTION PLAN
(as amended through 9/25/96)
1. PURPOSE
-------
The purpose of this Amended and Restated 1989 Stock Option Plan (the
"Plan") is to advance the interests of BE Aerospace, Inc., a Delaware
corporation (the "Company"), by enhancing the ability of the Company and its
subsidiaries (a) to attract and retain employees, consultants or advisers who
are in a position to make significant contributions to the success of the
Company and its subsidiaries; (b) to reward such individuals for their
contributions; and (c) to encourage such individuals to take into account the
long-term interests of the Company and its subsidiaries through ownership of
shares of the Company's common stock (the "Stock"). An employee, consultant or
adviser designated to participate in the Plan is referred to herein as a
"participant".
Options granted pursuant to the Plan may be incentive stock options as
defined in section 422 of the Internal Revenue Code of 1986 (as in effect from
time to time, the "Code") (any option that is intended so to qualify as an
incentive stock option being referred to herein as an "incentive option"), or
options that are not incentive options, or both. Except as otherwise expressly
provided with respect to a specific option grant, no option granted pursuant to
the Plan shall be an incentive option.
2. ADMINISTRATION
--------------
The Plan shall be administered by the Board of Directors (the "Board") of
the Company. The Board shall have authority, not inconsistent with the express
provisions of the Plan, (a) to grant options to such participants as the Board
may select; (b) to determine the time or times when options shall be granted and
the number of shares of Stock subject to each option; (c) to determine which
options are, and which options are not, incentive options; (d) to determine the
terms and conditions of each option; (e) to prescribe the form or forms of any
instruments evidencing options and any other instruments required under the Plan
and to change such forms from time to time; (f) to adopt, amend and rescind
rules and regulations for the administration of the Plan; and (g) to interpret
the Plan and to decide any questions and settle all controversies and disputes
that may arise in connection with the Plan. Such determinations of the Board
shall be conclusive and shall bind all parties. Subject to Section 8, the Board
shall also have the authority, both generally and in particular instances, to
<PAGE>
waive compliance by a participant with any obligation to be performed by him or
her under an option and to waive any condition or provision of an option, and to
amend or cancel any option (and if an option is canceled, to grant a new option
on such terms as the Board shall specify), except that the Board may not take
any action with respect to an outstanding option which would adversely affect
the rights of the participant under such option without such participant's
consent. Nothing in the preceding sentence shall be construed as limiting the
power of the Board to make adjustments required by Section 4(c) and Section
6(g).
The Board may, in its discretion, delegate some or all of its powers with
respect to the Plan to a committee (the "Committee"), in which event all
references (as appropriate) to the Board hereunder shall be deemed to refer to
the Committee. The Committee shall consist of at least three directors. A
majority of the members of the Committee shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of its members. Any
determination of the Committee under the Plan may be made without notice or
meeting of the Committee by a writing signed by a majority of the Committee
members. Following registration of the Stock under the Securities Exchange Act
of 1934, all members of the Committee shall be disinterested persons within the
meaning of Rule 16b-3 under that Act.
3. EFFECTIVE DATE AND TERM OF PLAN
-------------------------------
The Plan shall become effective on the date on which the Plan is approved
by the shareholders of the Company. Grants of options under the Plan may be
made prior to that date (but after Board adoption of the Plan), subject to
approval of the Plan by such shareholders.
No option shall be granted under the Plan after the completion of ten years
from the date on which the Plan was adopted by the Board, but options previously
granted may extend beyond that date.
4. SHARES SUBJECT TO THE PLAN
--------------------------
(a) Number of Shares. Subject to adjustment as provided in Section 4(c),
----------------
the aggregate number of shares of Stock that may be delivered upon the exercise
of options granted under the Plan shall be 2,550,000. If any option granted
under the Plan terminates without having been exercised in full, the number of
shares of Stock as to which such option was not exercised shall be available for
future grants within the limits set forth in this Section 4(a).
(b) Shares to be Delivered. Shares delivered under the Plan shall be
----------------------
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury. No fractional shares of Stock shall be delivered under the Plan.
-2-
<PAGE>
(c) Changes in Stock. In the event of a stock dividend, stock split or
----------------
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of stock or securities of the Company
subject to options then outstanding or subsequently granted under the Plan, the
exercise price of such options, the maximum number of shares or securities that
may be delivered under the Plan, the exercise price, and other relevant
provisions shall be appropriately adjusted by the Board, whose determination
shall be binding on all persons.
The Board may also adjust the number of shares subject to outstanding
options, the exercise price of outstanding options and the terms of outstanding
options, to take into consideration material changes in accounting practices or
principles, consolidations or mergers (except those described in Section 6(h)),
acquisitions or dispositions of stock or property or any other event if it is
determined by the Board that such adjustment is appropriate to avoid distortion
in the operation of the Plan, provided that no such adjustment shall be made in
the case of an incentive option, without the consent of the participant, if it
would constitute a modification, extension or renewal of the option within the
meaning of section 424(h) of the Code.
5. ELIGIBILITY FOR OPTIONS
-----------------------
Persons eligible to receive options under the Plan shall be those
participants of the Company and its subsidiaries who, in the opinion of the
Board, are in a position to make a significant contribution to the success of
the Company or such subsidiaries. A subsidiary for purposes of the Plan shall
be a corporation in which the Company owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power of all classes of
stock.
Incentive options shall be granted only to "employees" as defined in the
provisions of the Code or regulations thereunder applicable to incentive stock
options. Receipt of options under the Plan or of awards under any other
employee benefit plan of the Company or any of its subsidiaries shall not
preclude an employee from receiving options or additional options under the
Plan.
6. TERMS AND CONDITIONS OF OPTIONS
-------------------------------
(a) Exercise Price. The exercise price of each option shall be determined
--------------
by the Board but in the case of both incentive and non-statutory options shall
not be less than 100% (110%, in the case of an incentive option granted to a
ten-percent shareholder) of the fair market value per share of the Stock at the
time the option is granted; nor shall the exercise price be less, in the case of
an original issue of authorized stock, than par value per share. For this
purpose, "fair market value" in the case of incentive options shall have the
same meaning as it does in the provisions of the Code and the regulations
thereunder applicable to incentive options; and "ten-percent shareholder" shall
mean any participant who at the time of grant owns directly, or is deemed to own
by reason of the attribution rules set forth in section 424(d) of the Code,
-3-
<PAGE>
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of any of its parent or subsidiary corporations.
(b) Duration of Options. An option shall be exercisable during such
-------------------
period or periods as the Board may specify. The latest date on which an option
may be exercised (the "Final Exercise Date") shall be the date which is ten
years (five years, in the case of an incentive option granted to a "ten-percent
shareholder" as defined in (a) above) from the date the option was granted or
such earlier date as may be specified by the Board at the time the option is
granted.
(c) Exercise of Options.
-------------------
(1) Unless the Board at the time of grant otherwise specifies in the case
of a particular option or options, each option shall first become
exercisable as follows:
Except as provided in Section 6(h) hereof, an option shall be
exercisable from and after the date of grant for 25% of the total
number of shares subject to the option, and shall become exercisable
for an additional 25% on each of the first, second and third
anniversaries of the date of grant. If the number of shares for
which the option is exercisable at any time in accordance with this
paragraph includes a fractional share, the number of shares of which
the option is then exercisable shall be rounded to the nearest whole
share.
In the case of an option not immediately exercisable in full, the
Board may at time accelerate the time at which all or any part of the
option may be exercised.
(2) The award forms or other instruments evidencing incentive options
shall contain such provisions relating to exercise and other matters
as are required of incentive options under the applicable provisions
of the Code and the regulations thereunder, as from time to time in
effect.
(3) Any exercise of an option shall be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (a) the
option certificate and any other documents required by the Board and
(b) payment in full as specified below in Section 6(d) for the number
of shares for which the option is exercised.
(4) In the case of an option that is not an incentive option granted to a
participant with respect to whom the Company must satisfy any federal,
state or local withholding tax requirements, the Company shall
withhold from the shares of
-4-
<PAGE>
stock to be delivered upon the exercise of the option the number of
shares of stock having a fair market value equal to such withholding
obligation.
In the case of an incentive option, if at the time the option is
exercised the Board determines that under applicable law and
regulations the Company could be liable for the withholding of any
federal or state tax with respect to a disposition of the Stock
received upon exercise, the Board may require as a condition of
exercise that the participant exercising the option agree (i) to
inform the Company promptly of any disposition (within the meaning
of section 424(c) of the Code and the regulations thereunder) of
Stock received upon exercise, and (ii) to give such security as the
Board deems adequate to meet the potential liability of the Company
for the withholding of tax, and to augment such security from time
to time in any amount reasonably deemed necessary by the Board to
preserve the adequacy of such security.
(5) If an option is exercised by the executor or administrator of a
deceased participant, or by the person or persons to whom the option
has been transferred by the participant's will or the applicable laws
of descent and distribution, the Company shall be under no obligation
to deliver Stock pursuant to such exercise until the Company is
satisfied as to the authority of the person or persons exercising
the option.
(d) Payment for and Delivery of Stock. Stock purchased under the Plan
---------------------------------
shall be paid for as follows: (i) in cash or by personal check, certified
check, bank draft or money order payable to the order of the Company or (ii) if
so permitted by the Board (which, in the case of an incentive option, shall
specify such method of payment at the time of grant), (A) through the delivery
of shares of Stock (which, in the case of Stock acquired from the Company, shall
have been held for at least six months) having a fair market value on the last
business day preceding the date of exercise equal to the purchase price or (B)
by having the Company hold back from the shares transferred upon exercise Stock
having a fair market value on the last business day preceding the date of
exercise equal to the purchase price or (C) by delivery of a promissory note of
the participant to the Company, such note to be payable on such terms as are
specified by the Board or (D) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price or (E) by any combination of the permissible forms of
payment; provided, that if the Stock delivered upon exercise of the option is an
original issue of authorized Stock, at least so much of the exercise price as
represents the par value of such Stock shall be paid other than with a personal
check or promissory note of the participant.
A participant shall not have the rights of a shareholder with regard to
awards under the Plan except as to Stock actually received by him or her under
the Plan.
-5-
<PAGE>
The Company shall not be obligated to deliver any shares of Stock (a)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, and (b) if the outstanding Stock
is at the time listed on any stock exchange, until the shares to be delivered
have been listed or authorized to be listed on such exchange upon official
notice of issuance, and (c) until all other legal matters in connection with the
issuance and delivery of such shares have been approved by the Company's
counsel. If the sale of Stock has not been registered under the Securities Act
of 1933, as amended, the Company may require, as a condition to exercise of the
option, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.
(e) Nontransferability of Options. No option may be transferred other
-----------------------------
than by will or by the laws of descent and distribution, and during a
participant's lifetime an option may be exercised only by him or her.
(f) Death. If a participant dies, each option held by the participant
-----
immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by his or her executor or administrator, or by the
person or persons to whom the option is transferred by will or the applicable
laws of descent and distribution, at any time within the three-year period
ending with the third anniversary of the participant's death but in no event
beyond the Final Exercise Date.
(g) Termination of Service Other Than By Death. If an employee's
-------------------------------------------
employment with the Company and its subsidiaries terminates for any reason other
than by death or for cause, each option held by the employee immediately prior
to such employment termination may be exercised, to the extent it was
exercisable immediately prior to the employment termination, at any time within
the three-month period commencing on the date of termination but in no event
beyond the Final Exercise Date. Notwithstanding the foregoing, if an employee's
employment with the Company and its subsidiaries terminates for any reason other
than death or for cause, and such employee has been employed by the Company for
a period of ten years or more, each option held by the employee immediately
prior to such employment termination shall remain exercisable, to the extent it
was exercisable immediately prior to the employment termination, until the
expiration of such option; provided, however, that if the Board determines in
-------- -------
good faith that the employee has engaged in conduct that is harmful to the
Company either in the course of such employee's employment or subsequently or in
connection with the termination of employment, then each option held by the
employee shall terminate forthwith; and provided further that the Board may
-------- -------
provide in any employee's award that upon such employee's termination of
employment for any reason other than death or for cause, regardless of the
number of years such employee has been employed, each option held by the
employee immediately prior to such employment termination may be exercised, to
the extent it was exercisable immediately prior to the employment termination,
at any time within the three-month period commencing on the date of termination
but in no event beyond the
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<PAGE>
Final Exercise Date. In the event that an employee is terminated for cause, each
option held by the employee immediately prior to such employment termination
shall terminate forthwith. For purposes of this Section 6(h), employment shall
not be considered terminated (i) in the case of sick leave or other bona fide
leave of absence approved for purposes of the Plan by the Board, so long as the
employee's right to reemployment is guaranteed either by statute or by contract,
or (ii) in the case of a transfer of employment between the Company and a
subsidiary or between subsidiaries, or to the employment of a corporation (or a
parent or subsidiary corporation of such corporation) issuing or assuming an
option in a transaction to which section 424(a) of the Code applies.
In the case of a participant who is not an employee, provisions relating to
the exercisability of options following termination of service shall be
specified in the award. If not so specified, all options held by such
participant that are not then exercisable shall terminate upon termination of
service. Options that are exercisable on the date the participant's service as
a director, consultant or adviser terminates shall continue to be exercisable
for a period of three months (or such longer period as the Board may determine,
but in no event beyond the Final Exercise Date) unless the director, consultant
or adviser was terminated for cause that in the opinion of the Board casts such
discredit on him or her as to justify termination of his or her options. After
completion of the post-termination exercise period, such options shall terminate
to the extent not previously exercised, expired or terminated.
(h) Mergers, etc. Notwithstanding the provisions of Sections 6(c)(1) and
-------------
6(g) hereof, in the event of a consolidation or merger in which the Company is
not the surviving corporation or which results in the acquisition of
substantially all the Company's outstanding Stock by a single person or entity
or by a group of persons and/or entities acting in concert, or in the event of
the sale or transfer of substantially all the Company's assets, all outstanding
options shall thereupon terminate, provided that at least 20 days prior to the
effective date of any such consolidation, merger, sale or transfer, the Board
shall either (i) make all outstanding options immediately exercisable for the
total number of shares covered by the option (subject to Section 6(b) hereof) or
(ii) if there is a surviving or acquiring corporation, arrange, subject to
consummation of such consolidation, merger, sale or transfer, to have that
corporation or an affiliate of that corporation grant to participants
replacement options which in the case of such incentive options satisfy, in the
determination of the Board, the requirements of Section 424(a) of the Code.
The Board may grant options under the Plan in substitution for options held
by employees, consultants or advisers of another corporation who concurrently
become employees, consultants or advisers of the Company or a subsidiary of the
Company as the result of a merger or consolidation of that corporation with the
Company or a subsidiary of the Company, or as the result of the acquisition by
the Company or one of its subsidiaries of property or stock of that corporation.
The Company may direct that substitute awards be granted on such terms and
conditions as the Board considers appropriate in the circumstances.
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<PAGE>
7. SERVICE RIGHTS
--------------
Neither the adoption of the Plan nor the grant of options shall confer upon
any participant any right to continue as an employee of, or consultant or
adviser to, the Company or any parent or subsidiary or affect in any way the
right of the Company or parent or subsidiary to terminate the term of a
participant at any time. Except as specifically provided by the Board in any
particular case, the loss of existing or potential profit in options granted
under this Plan shall not constitute an element of damages in the event of
termination of the relationship of a participant even if the termination is in
violation of an obligation of the Company to the participant by contract or
otherwise.
8. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
---------------------------------------------------------------
Neither adoption of the Plan nor the grant of options to a participant
shall affect the Company's right to grant to such participant options that are
not subject to the Plan, to issue to such participants Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be
issued to participants.
The Board may at any time discontinue granting options under the Plan. The
Board may at any time or times amend the Plan or any outstanding option for the
purpose of satisfying the requirements of section 422 of the Code or of any
changes in applicable laws or regulations or for any other purpose that may at
the time be permitted by law, or may at any time terminate the Plan as to any
further grants of options, provided that (except to the extent expressly
required or permitted herein above) no such amendment shall, without the
approval of the shareholders of the Company if such shareholder approval is
required by then current law, (a) increase the maximum number of shares
available under the Plan, (b) change the group of participants eligible to
receive options under the Plan, (c) reduce the price at which incentive options
may be granted, (d) extend the time within which options may be granted, (e)
alter the Plan in such a way that incentive options already granted hereunder
would not be considered incentive stock options under section 422 of the Code,
or (f) amend the provisions of this Section 8, and no such amendment shall
adversely affect the rights of any participant (without his or her consent)
under any option previously granted and provided further that no such amendment
shall reduce the exercise price of any option previously granted hereunder.
-8-
<PAGE>
EXHIBIT 99.2
BE AEROSPACE, INC.
1996 STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of this 1996 Stock Option Plan (the "Plan") is to advance the
interests of BE Aerospace, Inc. (the "Company") by enhancing the ability of the
Company and its subsidiaries to attract and retain directors, employees,
consultants or advisers who are in a position to make significant contributions
to the success of the Company, to reward them for their contributions and to
encourage them to take into account the long-term interests of the Company.
The Plan provides for the award of options to purchase shares of the
Company's common stock ("Stock"). Options granted pursuant to the Plan may be
incentive stock options as defined in section 422 of the Internal Revenue Code
of 1986 (as from time to time amended, the "Code") (any option that is intended
to qualify as an incentive stock option being referred to herein as an
"incentive option"), or options that are not incentive options, or both;
provided, however, that any incentive options granted hereunder are subject to
- -------- -------
the approval of the Plan by the shareholders of the Company. Options granted
pursuant to the Plan shall be presumed to be non-incentive options unless
expressly designated as incentive options.
2. ELIGIBILITY FOR AWARDS
----------------------
Persons eligible to receive options under the Plan shall be all executive
officers of the Company and its subsidiaries and other employees, consultants
and advisers who, in the opinion of the Board, are in a position to make a
significant contribution to the success of the Company and its subsidiaries.
Incentive options shall be granted only to "employees" as defined in the
provisions of the Code or regulations thereunder applicable to incentive stock
options. A subsidiary for purposes of the Plan shall be a corporation in which
the Company owns, directly or indirectly, stock possessing 50% or more of the
total combined voting power of all classes of stock. Persons selected for
awards under the Plan are referred to herein as "participants." Notwithstanding
any other provision of this Plan, executive officers and directors of the
Company shall not be entitled to receive any grants of options hereunder (other
than grants of de minimus amounts as permitted by the rules of the Nasdaq
National Market) unless and until the Plan has been approved by the shareholders
of the Company.
3. ADMINISTRATION
--------------
The Plan shall be administered by the Board of Directors (the "Board") of
the Company. The Board shall have authority, not inconsistent with the express
provisions of the
<PAGE>
Plan, (a) to grant options to such participants as the Board may select; (b) to
determine the time or times when options shall be granted and the number of
shares of Stock subject to each option; (c) to determine which options are, and
which options are not, incentive options; (d) to determine the terms and
conditions of each option; (e) to prescribe the form or forms of any instruments
evidencing options and any other instruments required under the Plan and to
change such forms from time to time; (f) to adopt, amend and rescind rules and
regulations for the administration of the Plan; and (g) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan. Such determinations of the Board shall be
conclusive and shall bind all parties. Subject to Section 8 the Board shall also
have the authority, both generally and in particular instances, to waive
compliance by a participant with any obligation to be performed by the
participant under an option, to waive any condition or provision of an option,
and to amend or cancel any option (and if an option is canceled, to grant a new
option on such terms as the Board shall specify) except that the Board may not
take any action with respect to an outstanding option that would adversely
affect the rights of the participant under such option without such
participant's consent. Nothing in the preceding sentence shall be construed as
limiting the power of the Board to make adjustments required by Section 5(c) and
Section 6(j).
The Board may, in its discretion, delegate some or all of its powers with
respect to the Plan to a committee (the "Committee"), in which event all
references in this Plan (as appropriate) to the Board shall be deemed to refer
to the Committee. The Committee, if one is appointed, shall consist of at least
two directors. A majority of the members of the Committee shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members. Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members. On and after registration of the Stock under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Board
shall delegate the power to select directors and executive officers to receive
awards under the Plan and the timing, pricing and amount of such awards to a
committee or committees, the number of which shall satisfy the requirements of
rule 16b-3 ("Rule 16b-3") under the Exchange Act applicable to the Company and
all members of which shall be non-employee directors within the meaning of the
applicable provisions of Rule 16b-3 and, with respect to executive officers
only, "outside directors" within the meaning of Section 162(m) under the Code.
4. EFFECTIVE DATE AND TERM OF PLAN
-------------------------------
The Plan shall become effective on August 15, 1996. No options shall be
granted under the Plan after the completion of ten years from that date, but
options previously granted may extend beyond that date.
-2-
<PAGE>
5. SHARES SUBJECT TO THE PLAN
--------------------------
(a) Number of Shares. Subject to adjustment as provided in Section 5(c),
----------------
the aggregate number of shares of Stock that may be delivered upon the exercise
of options granted under the Plan shall be 500,000. If any option granted under
the Plan terminates without having been exercised in full, or upon exercise is
satisfied other than by delivery of Stock, the number of shares of Stock as to
which such option was not exercised shall be available for future grants within
the limits set forth in this Section 5(a).
The maximum number of shares for which options may be granted to any
individual over the life of the Plan shall be 250,000. The per-individual
limitations described in this paragraph shall be construed and applied
consistent with the rules and regulations under Section 162(m) of the Code.
(b) Shares to be Delivered. Shares delivered under the Plan shall be
----------------------
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury. No fractional shares of Stock shall be delivered under the Plan.
(c) Changes in Stock. In the event of a stock dividend, stock split or
----------------
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of Stock subject to options then
outstanding or subsequently granted under the Plan, the exercise price of such
options, the maximum number of shares of Stock that may be delivered under the
Plan, and other relevant provisions shall be appropriately adjusted by the
Board, whose determination shall be binding on all persons.
The Board may also adjust the number of shares subject to outstanding
options and the exercise price and the terms of outstanding options to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(j)), acquisitions or dispositions of stock or property or any other
event if it is determined by the Board that such adjustment is appropriate to
avoid distortion in the operation of the Plan, provided that no such adjustment
shall be made in the case of an incentive option, without the consent of the
participant, if it would constitute a modification, extension or renewal of the
option within the meaning of section 424(h) of the Code.
6. TERMS AND CONDITIONS OF OPTIONS
-------------------------------
(a) Exercise Price. The exercise price of each option shall be determined
--------------
by the Board but in the case of an incentive option shall not be less than 100%
(110%, in the case of an incentive option granted to a ten-percent shareholder)
of the fair market value of the Stock at the time the option is granted; nor
shall the exercise price be less, in the case of an original issue of authorized
stock, than par value. For this purpose, "fair market value" in the case of
-3-
<PAGE>
incentive options shall have the same meaning as it does in the provisions of
the Code and the regulations thereunder applicable to incentive options; and
"ten-percent shareholder" shall mean any participant who at the time of grant
owns directly, or by reason of the attribution rules set forth in section 424(d)
of the Code, is deemed to own stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of any of its
parent or subsidiary corporations.
(b) Duration. Options shall be exercisable during such period or periods
--------
the Board may specify. The latest date on which an option may be exercised
(the "Final Exercise Date") shall be the date that is ten years (five years,
in the case of an incentive option granted to a "ten-percent shareholder" as
defined in (a) above) from the date the option was granted or such earlier date
as the Board may specify at the time the option is granted.
(c) Exercise of Options.
-------------------
(1) Unless the Board at the time of grant otherwise specifies in the case
of a particular option or options, each option shall first become
exercisable as follows:
Except as provided in Section 6(i) hereof, an option shall be
exercisable from and after the date of grant for 25% of the total
number of shares subject to the option, and shall become exercisable
for an additional 25% on each of the first, second and third
anniversaries of the date of grant. If the number of shares for which
the option is exercisable at any time in accordance with this
paragraph includes a fractional share, the number of shares of which
the option is then exercisable shall be rounded to the nearest whole
share.
(2) Options may be exercised only in writing. Written notice of exercise
must be signed by the proper person and furnished to the Company,
together with (i) such documents as the Board may require and (ii)
payment in full as specified below in Section 6(d) for the number of
shares for which the option is exercised.
(3) The delivery of Stock upon the exercise of an option shall be subject
to compliance with (i) applicable federal and state laws and
regulations, (ii) if the outstanding Stock is at the time listed on
any stock exchange, the listing requirements of such exchange, and
(iii) Company counsel's approval of all other legal matters in
connection with the issuance and delivery of such Stock. If the sale
of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the
option, such representations or agreements as counsel for the Company
may consider appropriate to avoid violation of such Act and may
require that the certificates evidencing such Stock bear an
appropriate legend restricting transfer.
-4-
<PAGE>
(4) In the case of an option that is not an incentive option, the Board
shall have the right to require that the participant exercising the
option remit to the Company an amount sufficient to satisfy any
federal, state, or local withholding tax requirements (or make other
arrangements satisfactory to the Company with regard to such taxes)
prior to the delivery of any Stock pursuant to the exercise of the
option. If permitted by the Board, either at the time of the grant of
the option or the time of exercise, the participant may elect, at such
time and in such manner as the Board may prescribe, to satisfy such
withholding obligation by (i) delivering to the Company Stock (which
in the case of Stock acquired from the Company shall have been owned
by the participant for at least six months prior to the delivery date)
having a fair market value equal to such withholding obligation, or
(ii) requesting that the Company withhold from the shares of Stock to
be delivered upon the exercise a number of shares of Stock having a
fair market value equal to such withholding obligation.
In the case of an incentive option, if at the time the option is
exercised the Board determines that under applicable law and
regulations the Company could be liable for the withholding of any
federal or state tax with respect to a disposition of the Stock
received upon exercise, the Board may require as a condition of
exercise that the participant exercising the option agree (i) to
inform the Company promptly of any disposition (within the meaning of
section 424(c) of the Code and the regulations thereunder) of Stock
received upon exercise, and (ii) to give such security as the Board
deems adequate to meet the potential liability of the Company for the
withholding of tax, and to augment such security from time to time in
any amount reasonably deemed necessary by the Board to preserve the
adequacy of such security.
(5) If an option is exercised by the executor or administrator of a
deceased participant, or by the person or persons to whom the option
has been transferred by the participant's will or the applicable laws
of descent and distribution, the Company shall be under no obligation
to deliver Stock pursuant to such exercise until the Company is
satisfied as to the authority of the person or persons exercising the
option.
(d) Payment for and Delivery of Stock. Stock purchased upon exercise of
---------------------------------
an option under the Plan shall be paid for as follows: (i) in cash or by person
check, certified check, bank draft or money order payable to the order of the
Company or (ii) if so permitted by the Board (which, in the case of an incentive
option, shall specify such method of payment at the time of grant), (A) through
the delivery of shares of Stock (which, in the case of Stock acquired from the
Company, shall have been held for at least six months) having a fair market
value on the last business day preceding the date of exercise equal to the
purchase price or (B) by having the Company hold back from the shares
transferred upon exercise Stock having
-5-
<PAGE>
a fair market value on the last business day preceding the date of exercise
equal to the purchase price or (C) by delivery of a promissory note of the
participant to the Company, such note to be payable on such terms as are
specified by the Board or (D) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price or (E) by any combination of the permissible forms of
payment; provided, that if the Stock delivered upon exercise of the option is an
original issue of authorized Stock, at least so much of the exercise price as
represents the par value of such Stock shall be paid other than with a personal
check or promissory note of the participant.
(e) Rights as Shareholder. A participant shall not have the rights of a
---------------------
shareholder with regard to awards under the Plan except as to Stock actually
received by the participant under the Plan.
(f) Nontransferability of Awards. Except as the Board may otherwise
----------------------------
determine, no award may be transferred other than by will or by the laws of
descent and distribution, and during a participant's lifetime an award may be
exercised only by the participant.
(g) Death. If a participant dies, each option held by the participant
-----
immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by the participant's executor or administrator or by
the person or persons to whom the option transferred by will or the applicable
laws of descent and distribution, at any time within the three-year period (or
such longer or shorter period as the Board may determine) beginning with the
date of the participant's death but in no event beyond the Final Exercise Date.
All options held by a participant immediately prior to death that are not then
exercisable shall terminate on the date of death.
(h) Termination of Service Other Than By Death. If an employee's
------------------------------------------
employment with the Company and its subsidiaries terminates for any reason
other than by death or for cause, each option held by the employee immediately
prior to such employment termination may be exercised, to the extent it was
exercisable immediately prior to the employment termination, at any time within
the three-month period commencing on the date of termination but in no event
beyond the Final Exercise Date. Notwithstanding the foregoing, if an employee's
employment with the Company and its subsidiaries terminates for any reason other
than death or for cause, and such employee has been employed by the Company for
a period of ten years or more, each option held by the employee immediately
prior to such employment termination shall remain exercisable, to the extent it
was exercisable immediately prior to the employment termination, until the
expiration of such option; provided, however, that if the Board determines in
-------- -------
good faith that the employee has engaged in conduct that is harmful to the
Company either in the course of such employee's employment or subsequently or in
connection with the termination of employment, then each option held by the
employee shall terminate forthwith; and provided further that the Board may
-------- -------
provide in any employee's award that upon such employee's termination of
employment for any reason other than death or for
-6-
<PAGE>
cause, regardless of the number of years such employee has been employed, each
option held by the employee immediately prior to such employment termination may
be exercised, to the extent it was exercisable immediately prior to the
employment termination, at any time within the three-month period commencing on
the date of termination but in no event beyond the Final Exercise Date. In the
event that an employee is terminated for cause, each option held by the employee
immediately prior to such employment termination shall terminate forthwith. For
purposes of this Section 6(h), employment shall not be considered terminated (i)
in the case of sick leave or other bona fide leave of absence approved for
purposes of the Plan by the Board, so long as the employee's right to
reemployment is guaranteed either by statute or by contract, or (ii) in the case
of a transfer of employment between the Company and a subsidiary or between
subsidiaries, or to the employment of a corporation (or a parent or subsidiary
corporation of such corporation) issuing or assuming an option in a transaction
to which section 424(a) of the Code applies.
In the case of a participant who is not an employee, provisions relating to
the exercisability of options following termination of service shall be
specified in the award. If not so specified, all options held by such
participant that are not then exercisable shall terminate upon termination of
service. Options that are exercisable on the date the participant's service as
a director, consultant or adviser terminates shall continue to be exercisable
for a period of three months (or such longer period as the Board may determine,
but in no event beyond the Final Exercise Date) unless the director, consultant
or adviser was terminated for cause that in the opinion of the Board casts such
discredit on him or her as to justify termination of his or her options. After
completion of the post-termination exercise period, such options shall terminate
to the extent not previously exercised, expired or terminated.
(i) Mergers, etc. In the event of a consolidation or merger in which the
------------
Company is not the surviving corporation or which results in the acquisition of
substantially all the Company's outstanding Stock by a single person or entity
or by a group of persons and/or entities acting in concert, or in the event of
the sale or transfer of substantially all the Company's assets, all outstanding
options shall thereupon terminate, provided that at least 20 days prior to the
effective date of any such merger, consolidation or sale of assets, all
outstanding options shall become exercisable immediately prior to consummation
of such merger, consolidation or sale of assets unless the Board shall have
arranged, subject to consummation of the merger, consolidation or sale of
assets, to have the surviving or acquiring corporation or an affiliate of that
corporation assume the options or grant to participants replacement options,
which options in the case of incentive options shall satisfy, in the
determination of the Board, the requirements of section 424(a) of the Code.
The Board may grant options under the Plan in substitution for options held
by directors, employees, consultants or advisers of another corporation who
concurrently become directors, employees, consultants or advisers of the Company
or a subsidiary of the Company as the result of a merger or consolidation of
that corporation with the Company or a subsidiary
-7-
<PAGE>
of the Company, or as the result of the acquisition by the Company or a
subsidiary of the Company of property or stock of that corporation. The Company
may direct that substitute options be granted on such terms and conditions as
the Board considers appropriate in the circumstances.
7. SERVICE RIGHTS
--------------
Neither the adoption of the Plan nor the grant of awards shall confer upon
any participant any right to continue as an employee or director of, or
consultant or adviser to, the Company or any parent or subsidiary or affect in
any way the right of the Company or parent or subsidiary to terminate them at
any time. Except as specifically provided by the Board in any particular case,
the loss of existing or potential profit in options granted under this Plan
shall not constitute an element of damages in the event of termination of the
relationship of a participant even if the termination is in violation of an
obligation of the Company to the participant by contract or otherwise.
8. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
---------------------------------------------------------------
Neither adoption of the Plan nor the grant of options to a participant
shall affect the Company's right to make options to such participant that are
not subject to the Plan, to issue to such participant Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be
issued.
The Board may at any time discontinue granting options under the Plan.
With the consent of the participant, the Board may at any time cancel an
existing option in whole or in part and grant another option for such number of
shares as the Board specifies. The Board may at any time or times amend the
Plan or any outstanding award for the purpose of satisfying the requirements of
section 422 of the Code or of any changes in applicable laws or regulations or
for any other purpose that may at the time be permitted by law, or may at any
time terminate the Plan as to further grants of options, but no such amendment
shall adversely affect the rights of any participant (without the participant's
consent) under any option previously granted.
-8-
