As filed with the Securities and Exchange Commission on June 3,
1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
TANDY BRANDS ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2349915
- - - ------------------------------------ -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
690 East Lamar Blvd., Suite 200, Arlington, Texas 76011
- - - -------------------------------------------------- ----------
(Address of principal executive offices) (zip code)
______________________
TANDY BRANDS ACCESSORIES, INC. 1995 STOCK DEFERRAL
PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
______________________
R. Bruce Cole
690 East Lamar Blvd., Suite 200
Arlington, Texas 76011
(Name and address of agent for service)
(817) 548-0090
(Telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Amount to Offering Aggregate Registrat
to be be Price Offering ion
Registered Registered Per Share Price Fee
- - - -----------------------------------------------------------------
Common Stock,
par value $1.00
per share 50,000 $8.25* $412,500* $142.24
* Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(h). Pursuant to Rule 457(h), this
estimate is based upon the average of the high and low prices of
the Registrant's common stock, $1.00 par value per share, on May 31,
1996 (as reported on the National Market System of The Nasdaq Stock
Market).
PART I.
- - - -------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
1. Plan Information.*
2. Registrant Information and Employee Plan Annual
Information.*
_____________________________________________________________
* Information required by Part I of Form S-8 to be
contained in a prospectus meeting the requirements of
Section 10(a) of the Securities Act of 1933 is omitted from this
Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
PART II.
- - - --------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are
incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act");
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Registrant's annual report or
prospectus referred to in (a) above; and
(c) The description of the Registrant's capital stock
contained in the registration statement on Form 8-A under the
Exchange Act (Registration No. 0-18927) filed by the Registrant
with the Securities and Exchange Commission.
In addition, all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such
documents.
4. Description of Securities.
Not applicable.
5. Interests of Named Experts and Counsel.
Not applicable.
6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware provides generally and in pertinent part that a
Delaware corporation may indemnify its directors and officers
against expenses, judgments, fines and settlements actually and
reasonably incurred by them in connection with any civil,
criminal, administrative, or investigative suit or action except
action by or in the right of the corporation if, in connection
with the matters in issue, they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and in connection with any
criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further provides that in connection with
the defense or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors
and officers against expenses actually and reasonably incurred by
them if, in connection with the matters in issue, they acted in
good faith, and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, except that
no indemnification may be made with respect to any claim, issue
or matter as to which such person has been adjudged liable for
negligence or misconduct unless the Delaware Court of Chancery or
other court in which such action or suit is brought approves such
indemnification. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights
of indemnification through bylaw provisions and otherwise, and to
purchase indemnity insurance on behalf of its directors and
officers.
Consistent with applicable provisions of Delaware law,
the Registrant's Certificate of Incorporation limits a director's
monetary liability to the Registrant or its stockholders for
breach of fiduciary duty, except for situations entailing bad
faith, intentional misconduct, unlawful dividend payments or
stock repurchases, acquisition of improper personal benefit or
breach of duty of loyalty. Future amendments to such provisions
of Delaware law will automatically be applied to the Registrant
without any requirement of stockholder approval. Consequently,
such amendments could result in the expansion of directors'
protections under such exculpation provisions without additional
consideration by stockholders. As a result of inclusion of this
provision, stockholders may be unable to recover monetary damages
against directors for actions which constitute negligence or
gross negligence or which are in violation of their fiduciary
duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable
remedies are found not to be available to stockholders for any
particular case, stockholders may not have any effective remedy
against the challenged conduct. Thus, directors have a personal
stake, at the potential expense of stockholders, in such
exculpation provisions of the Registrant's Certificate of
Incorporation. Such exculpation provisions would not limit
directors' liability for violation of the federal securities
laws. Such provisions also do not apply to officers who are not
directors of the Registrant.
Article XIII of the Bylaws of the Registrant provides
that each director and officer of the Registrant, whether then in
office or not (and such person's heirs and administrators), shall
be reimbursed by the Registrant to the full extent permitted by
Section 145 of the General Corporation Law of the State of
Delaware for all reasonable expenses incurred by or imposed upon
him or her in connection with, or resulting from, any action,
suit or proceeding to which he or she may be made a party by
reason of such person being or having been a director or officer
of the Registrant or any of its subsidiaries, or any other
corporation, at the request of the Registrant. Article XIII of
the Registrant's Bylaws also provides that the Registrant may
make such reimbursement in the event of a settlement of any such
action, suit or proceeding prior to final adjudication when such
settlement appears to be in the interest of the Registrant.
Article XIII of the Registrant's Bylaws also provides
that the rights to indemnification and the payment of expenses
provided thereby shall not be exclusive of any other right which
any person may have or acquire under any statute, provision of
the Registrant's Certificate of Incorporation or Bylaws, or
otherwise. Any repeal or modification of such indemnification
provisions shall not adversely affect any right or protection of
a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or
modification.
The Registrant intends to maintain insurance, at its
expense, to protect itself and any of its directors, officers,
employees or agents covered thereby against any expense,
liability or loss, whether or not the Registrant would have the
power to indemnify such person against such expense, liability or
loss under the Delaware law, so long as such insurance is
available at reasonable rates.
The Registrant has entered into an Indemnification
Agreement (herein so called) with each of its directors and
officers. The Indemnification Agreement provides to the
directors of the Registrant, and to the others with whom it may
be entered into, substantially broader indemnity rights than
provided under the present indemnity provision contained in the
Registrant's Bylaws. A significant difference is that, under the
Indemnification Agreement, indemnity, unlimited in amount, is
provided to directors and officers to the fullest extent
permitted by law for judgments and amounts paid in settlement of
actions against them by or on behalf of the Registrant, while
under the existing Bylaw provision, indemnity in such action is
not provided except for expenses under certain conditions. The
Indemnification Agreement will not, however, indemnify any
director for fraudulent or willful misconduct or for liabilities
relating to certain violations of federal or state securities
laws.
The standard of conduct required of the director or
officer for indemnification under the Indemnification Agreement
remains the same as is currently prescribed by law. However, the
provisions relating to the determination of whether a person is
entitled to indemnification are more expansive than under the
current Bylaw provision by making the Registrant responsible for
all costs associated with the determination, establishing time
limits within which the determination must be made and
establishing procedures for testing the reasonableness of
incurred expenses against which the officer or director will be
indemnified. The Indemnification Agreement also provides
directors and officers with protections during the determination
process in the event there is a change in control of the
Registrant or its Board of Directors, and grants directors and
officers certain rights to appeal a denial of indemnification to
stockholders of the Registrant or to a court of competent
jurisdiction. A director or officer will be deemed to have
satisfied the requisite standard of conduct if his actions were
based upon the records of the Registrant, or upon information
supplied by the officers of the Registrant, legal counsel,
outside accountants or appraisers.
7. Exemption from Registration Claimed.
Not applicable.
8. Exhibits.
The exhibits furnished pursuant to Item 601 of
Regulation S-K are listed on the Exhibit Index attached hereto
preceding immediately the exhibits filed herewith.
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;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The 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.
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 Com
mission 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Arlington, State of Texas, on
June 3, 1996.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ J.S.B. Jenkins
------------------------------------
J.S.B. Jenkins, President,
Chief Executive Officer and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints J.S.B. Jenkins and R. Bruce Cole, and
each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature and Title Date
- - - -------------------------------------- ------------
/s/ J.S.B. Jenkins June 3, 1996
J.S.B. Jenkins
President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Clayton E. Niles June 3, 1996
Clayton E. Niles
Chairman of the Board
/s/ James F. Gaertner June 3, 1996
James F. Gaertner
Director
/s/ C.A. Rundell, Jr. June 3, 1996
C.A. Rundell, Jr.
Director
/s/ Robert E. Runice June 3, 1996
Robert E. Runice
Director
/s/ R. Bruce Cole June 3, 1996
R. Bruce Cole
Corporate Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
EXHIBIT INDEX
Incorporated by Reference
(If applicable)
Exhibit Number and Description Form Date Reg. No. Exhibit
- - - ---------------------------------- ---- -------- ---------- -------
(4) Instruments defining the rights
of security holders, including
indentures
4.1 Certificate of
Incorporation of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 3.1
4.2 Certificate of Designations,
Powers, Preferences and
Rights of Series A Junior
Participating Cumulative
Preferred Stock of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 4.1
4.3 Form of Common Stock
certificate of Tandy
Brands Accessories, Inc. S-1 11/02/90 33-37588 4.2
4.4 Form of Preferred Share
Purchase Rights certificate
of Tandy Brands
Accessories, Inc. S-1 11/02/90 33-37588 4.3
4.5 Rights Agreement dated
November 7, 1990,
between Tandy Brands
Accessories, Inc.
and First National
Bank of Boston S-1 11/02/90 33-37588 10.5
(5) Opinion regarding legality
5.1 Opinion of Winstead
Sechrest & Minick P.C. N/A N/A N/A N/A
(23) Consents of experts and
counsel
23.1 Consent of
Ernst & Young LLP N/A N/A N/A N/A
23.2 Consent of Winstead
Sechrest & Minick P.C.
(included in Exhibit
5.1) N/A N/A N/A N/A
(24) Power of attorney
24.1 Power of Attorney
(included on Page II-7) N/A N/A N/A N/A
(99) Additional exhibits
99.1 Tandy Brands Accessories,
Inc. 1995 Stock Deferral
Plan for Non-Employee
Directors N/A N/A N/A N/A
Exhibit 5.1
-----------
Consent of Independent Auditors
We consent to the incorporation by reference in the Form S-8 Reg
istration Statement pertaining to the Tandy Brands Accessories,
Inc. 1995 Stock deferral Plan for Non-Employee Directors of our
reports, dated August 5, 1995, with respect to the consolidated
financial statements of Tandy Brands Accessories, Inc.
incorporated by reference in its Annual report (Form 10-K) for
the year ended June 30, 1995 and the related financial statement
schedule included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
----------------------
Ernst & Young
Fort Worth, Texas
June 3, 1996
Exhibit 23.1
------------
(214) 745-5400
May 30, 1996
Tandy Brands Accessories, Inc.
690 East Lamar Boulevard, Suite 200
Arlington, Texas 76011
Gentlemen:
Tandy Brands Accessories, Inc., a Delaware corporation (the
"Company"), is today transmitting for filing with the Securities
and Exchange Commission (the "Commission") a Form S-8
Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), with respect to
the registration of 50,000 shares (the "Shares") of common stock,
$1.00 par value per share (the "Common Stock"), of the Company
which may be issued pursuant to the Tandy Brands Accessories,
Inc. 1995 Stock Deferral Plan for Non-Employee Directors (the
"Plan").
In rendering the opinion expressed herein, we have examined
the following:
(i) the Plan;
(ii) the Certificate of
Incorporation of the Company and all
amendments thereto;
(iii) the Bylaws of the
Company, as amended;
(iv) minutes of meetings or
unanimous consents in lieu of
meetings of the Company's board of
directors and stockholders; and
(v) such other corporate
records and documents, certificates
of corporate and public officials
and statutes as we have deemed
necessary for the purposes of this
opinion.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all corporate records, documents
and instruments submitted to us as originals, the conformity to
original documents of all documents submitted to us as conformed,
certified or photostatic copies thereof, and the authenticity of
the originals of such photostatic, certified or conformed copies.
We have assumed compliance both in the past and in the future
with the terms of the Plan by the Company and its employees,
officers, Board of Directors and any committee and/or trustee
appointed to administer the Plan.
Based upon the foregoing and in reliance thereon, we are of
the opinion that the Shares, when distributed pursuant to and in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable shares of Common Stock.
This firm consents to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. In
giving such consent, we do not admit that we come within the
category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By:/s/ Darrel A. Rice
----------------------------
Darrel A. Rice
Exhibit 99.1
------------
TANDY BRANDS ACCESSORIES, INC.
1995 STOCK DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS
I - PURPOSE OF PLAN
- - - -------------------
.1 Purpose of Plan. Tandy Brands Accessories, Inc. (the
"Company") has adopted the Tandy Brands Accessories, Inc. 1995
Stock Deferral Plan for Non-Employee Directors (the "Plan") to
provide to members of the Board of Directors of the Company who
are not employees of the Company or any of its affiliates or
subsidiaries ("Non-Employee Directors") an election to defer (the
"Deferral Election") receipt of annual and committee chair
retainer fees ("Retainer Fees") and for payment of such fees in
units ("Stock Units") equivalent to shares of the Company's
Common Stock, $1.00 par value per share (the "Stock"). The Plan
is intended to provide Non-Employee Directors with a larger
equity interest in the Company in order to attract and retain
well-qualified individuals to serve as Non-Employee Directors and
to enhance the identity of interests between Non-Employee
Directors and the stockholders of the Company.
II - ELIGIBILITY AND PARTICIPATION
- - - ----------------------------------
.1 Eligibility and Participation. Only Non-Employee Directors
shall be eligible to participate in the Plan, and participation
in the Plan is subject to irrevocable Deferral Elections as set
forth hereinafter.
III - DEFERRAL ELECTIONS
- - - ------------------------
.1 Deferral of Retainer Fees.
(a) Deferral Elections. Commencing on the effective date
of the Plan, payment of the Retainer Fees may be deferred by
election of the Non-Employee Director. Each such Deferral
Election of the Retainer Fees shall be made at least six (6)
months in advance of the date such election is to be effective
and shall be irrevocable except upon a subsequent irrevocable
election that takes effect at least six (6) months after the date
of such subsequent election, to the extent necessary to satisfy
the requirements of Rule 16b-3(d) promulgated under the
Securities Exchange Act of 1934 ("1934 Act"), as the same may be
hereafter amended.
(b) Crediting Stock Units to Accounts. Amounts deferred
pursuant to Section 3.1(a) shall be credited quarterly to a
bookkeeping reserve account maintained by the Company ("Account")
in Stock Units. The number of Stock Units credited to an Account
with respect to any Non-Employee Director shall equal any
deferred cash amount divided by the average closing price of the
Stock on the National Association of Securities Dealers Automated
Quotation System (or any national stock exchange upon which the
Stock may hereafter become listed) for each day of the quarter
during which such cash amount would have been paid but for the
Deferral Election pursuant to Section 3.1(a).
(c) Fully Vested Stock Units. All Stock Units credited to
a Non-Employee Director's Account pursuant to this Article III
shall be at all times fully vested and nonforfeitable.
(d) Payment of Stock Units. Stock Units credited to a
Non-Employee Director's Account pursuant to the Plan shall be
payable in an equal number of shares of Stock in a single
distribution made at each such time (no more frequently than
annually) specified by the Non-Employee Director in the
applicable Deferral Election, provided that the designated
payment date with respect to any election must be no earlier than
twelve (12) months following the establishment of the affected
Stock Unit.
IV - DIVIDEND EQUIVALENT PAYMENTS
- - - ---------------------------------
.1 Dividend Equivalent Payments. In the event a cash dividend
is declared with respect to Stock, the Account of each
participating Non-Employee Director shall be credited with Stock
Units ("Dividend Equivalent Payment") equal to the product of
(i) the per-share cash dividend payable with respect to each
share of Stock on such date, and (ii) the total number of Stock
Units credited to his Account as of the record date corresponding
to such dividend payment date, divided by the closing price of
the Stock on the National Association of Securities Dealers
Automated Quotation System (or any national stock exchange upon
which the Stock may hereafter become listed) on the record date
corresponding to such dividend.
V - DELIVERY OF STOCK CERTIFICATES
- - - ----------------------------------
.1 Stock Unit Payments. The Company shall issue and deliver to
the Non-Employee Director a Stock certificate for payment of
Stock Units as soon as practicable following the date on which
Stock Units are payable.
VI - STOCK
- - - ----------
.1 Stock. The Aggregate number of shares of Stock that may be
issued under the Plan shall not exceed fifty thousand (50,000)
shares, unless such number of shares is adjusted as provided in
Article VII of this Plan or increased by an amendment to the
Plan.
VII - ADJUSTMENT UPON CHANGES IN CAPITALIZATION
- - - -----------------------------------------------
.1 Adjustment Upon Changes in Capitalization. In the event of
a stock dividend, stock split or combination, reclassification,
recapitalization or other capital adjustment of shares of Stock,
the number of Stock Units credited to Accounts shall be
appropriately adjusted to account for the change. No fractional
shares of Stock shall be issued under the Plan on account of any
adjustment specified herein. The Stock Units created pursuant to
this Plan shall not affect in any way the right or power of the
Company to issue additional Stock or other securities, to make
adjustments, reclassifications, reorganizations or other changes
in its corporate, capital or business structure, to participate
in a merger, consolidation or share exchange or to transfer its
assets or dissolve or liquidate.
VIII - TERMINATION OR AMENDMENT OF PLAN
- - - ---------------------------------------
.1 In General. The Board of Directors of the Company may at
any time terminate, suspend or amend this Plan. However, except
as otherwise determined by the Board, no such amendment shall
become effective without the approval of the stockholders of the
Company to the extent stockholder approval is required in order
to comply with Rule 16b-3 under the 1934 Act.
.2 Amendment No More than Once in Six Months. Those provisions
of this Plan that set forth the amounts and the formula for
determining the amounts, prices and timing of Stock Units may not
be amended more than once every six (6) months.
.3 Written Consents. No amendment may adversely affect the
right of any Non-Employee Director to receive any Stock or
Dividend Equivalent Payment pursuant to an outstanding Stock Unit
without the written consent of such Non-Employee Director.
IX - GOVERNMENT REGULATIONS
- - - ---------------------------
.1 Government Regulations.
(a) The obligations of the Company to issue any Stock
granted under this Plan shall be subject to all
applicable laws, rules and regulations and the
obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by
the Board of Directors of the Company.
(b) Except as otherwise provided in Article VII of this
Plan, the Board of Directors of the Company may make
such changes as may be necessary or appropriate to
comply with the rules and regulations of any
governmental authority.
X - MISCELLANEOUS
- - - -----------------
.1 Unfunded Plan. The Plan shall be unfunded with respect to
the Company's obligation to pay any amounts due pursuant to Stock
Units and Dividend Equivalent Payments, and a Non-Employee
Director's rights to receive any payment of any Stock Unit or
Dividend Equivalent Payment shall be not greater than the rights
of an unsecured general creditor of the Company.
.2 Assignment; Encumbrances. The right to receive payment with
respect to a Stock Unit under this Plan is not assignable or
transferable and shall not be subject to any encumbrances, liens,
pledges or charges of the Non-Employee Director or his or her
creditors. Any attempt to assign, transfer or hypothecate any
Stock Unit or any right to receive a Stock unit shall be void and
of no force and effect whatsoever.
.3 Changes of Control, Acceleration of Right to Receive Stock.
(a) Notwithstanding anything in the Director Deferral Plan
to the contrary, in the event a Change of Control
occurs, then all vested stock units held in account for
participating directors shall become immediately
payable in the form of Stock on the date of the
occurrence of such Change of Control.
(b) "Change of Control" shall mean the occurrence of any of
the following events:
(i) any "person" or "group" of persons, as
such terms are used in Section 13 and 14 of the
1934 Act, other than any employee benefit plan
sponsored by the Company, becomes the "beneficial
owner", as such term is used in Section 13 of the
1934 Act, of twenty percent (20%) or more of the
outstanding shares of the Company's Stock entitled
to vote for the election of directors; or
(ii) any shares of any class of the Company's
Stock are purchased pursuant to a tender or
exchange offer other than an offer by the Company;
or
(iii) the approval by the requisite vote
of the Company's stockholders of any merger,
consolidation, sale of assets, liquidation or
reorganization as a result of which the Company
will not survive as a publicly-owned corporation.
.4 Designation of Beneficiaries. A Non-Employee Director may
designate a beneficiary or beneficiaries to receive any
distributions under the Plan upon his or her death.
.5 Applicable Law. The validity, interpretation and
administration of this Plan and any rules, regulations,
determinations or decisions made hereunder, and the rights of any
and all persons having or claiming to have any interest herein or
hereunder, shall be determined exclusively in accordance with the
laws of the State of Texas, without regard to the choice of laws
provisions thereof.
.6 Headings. The headings in this Plan are for reference
purposes only and shall not affect the meaning or interpretation
of this Plan.
.7 Notices. All notices or other communications given pursuant
to this Plan shall be in writing and shall be sufficiently given
if hand-delivered or mailed by certified mail, addressed to any
Non-Employee Director at the address contained in the records of
the Company or to the Company at its principal office.
XI - EFFECTIVE DATE OF PLAN
- - - ---------------------------
.1 Effective Date of Plan. This Plan shall become effective on
the date on which it is adopted by the Board of Directors of the
Company, subject, however, to the approval by the affirmative
vote of the holders of a majority of the votes cast by
stockholders of the Company present, or represented and entitled
to vote, at the next annual meeting of the stockholders of the
Company duly held in accordance with the laws of the State of
Delaware.
