<PAGE> 1
As filed with the Securities and Exchange Commission on June 7, 1996.
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------------------
CAMBRIDGE NEUROSCIENCE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3319074
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE MASSACHUSETTS 02139
(Address of Principal Executive Offices)
---------------------------------------------
1991 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
ELKAN R. GAMZU
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAMBRIDGE NEUROSCIENCE, INC.
ONE KENDALL SQUARE, BLDG. 700
CAMBRIDGE, MASSACHUSETTS 02139
(617) 225-0600
(Name, Address and Telephone Number of Agent for Service)
with copies to:
PETER WIRTH, ESQUIRE
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
---------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 500,000 shares (2) $9.625 $4,812,500 $1,659.48
==========================================================================================================
<FN>
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule
457(h) and based on the average of the high and low sales prices on June 3, 1996, as reported in the
Nasdaq National Market System.
(2) This Registration Statement registers an additional 500,000 shares of Common Stock under the 1991
Equity Incentive Plan. A total of 1,600,000 shares of Common Stock have previously been registered
under such plan (SEC File No. 33-42933 and File No. 33-76408).
</TABLE>
Exhibit Index Appears at Page 4.
<PAGE> 2
The contents of the Registration Statements on Form S-8 of Cambridge
NeuroScience, Inc. (the "Company"), as filed with the Securities and Exchange
Commission on September 30, 1991 (Commission File No. 33-42933) and March 11,
1994 (Commission File No. 33-76408), relating to the registration of a total of
1,600,000 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), authorized for issuance under the Company's 1991 Equity
Incentive Plan (the "Plan"), are incorporated by reference in their entirety
herein in accordance with General Instruction E to Form S-8. This Registration
Statement provides for the registration of an additional 500,000 shares of the
Company's Common Stock authorized for issuance under the Plan.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Cambridge, Commonwealth of Massachusetts, on this 7th
day of June, 1996.
CAMBRIDGE NEUROSCIENCE, INC.
By: /s/ Harry W. Wilcox, III
-----------------------------
Harry W. Wilcox, III
Senior Vice President, Finance and
Business Development, and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned Officers and Directors of Cambridge NeuroScience, Inc.,
hereby severally constitute and appoint Elkan R. Gamzu, Harry W. Wilcox, III,
Ross S. Gibson, William T. Whelan and Peter Wirth, and each of them singly, our
true and lawful attorneys-in-fact, with full power to them in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
including any post-effective amendments thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Elkan R. Gamzu President and May 31, 1996
- --------------------------- Chief Executive Officer
Elkan R. Gamzu (Principal Executive Officer)
and Director
/s/ Harry W. Wilcox, III Senior Vice President, Finance May 31, 1996
- --------------------------- and Business Development
Harry W. Wilcox, III (Principal Financial
and Accounting Officer)
/s/ Nancy S. Amer Director May 31, 1996
- ---------------------------
Nancy S. Amer
Director May 31, 1996
- ---------------------------
Burkhard Blank
/s/ Ira A. Jackson Director May 31, 1996
- ---------------------------
Ira A. Jackson
/s/ S. Joshua Lewis Director May 31, 1996
- ---------------------------
S. Joshua Lewis
/s/ Joseph B. Martin Director May 31, 1996
- ---------------------------
Joseph B. Martin
/s/ Paul C. O'Brien Director May 31, 1996
- ---------------------------
Paul C. O'Brien
/s/ Peter Stalker, III Director May 31, 1996
- ----------------------------
Peter Stalker, III
</TABLE>
-3-
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
<S> <C> <C>
5 Opinion of Palmer & Dodge LLP as to the legality of the securities 5
registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors. 6
23.2 Consent of Palmer & Dodge LLP (contained in Opinion of 5
Palmer & Dodge LLP filed as Exhibit 5).
24 Power of Attorney (set forth on the Signature Page to 3
this Registration Statement).
99.1 Cambridge NeuroScience, Inc. 1991 Equity Incentive Plan, as amended. 7
</TABLE>
-4-
<PAGE> 1
Exhibit 5
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 7, 1996
Cambridge NeuroScience, Inc.
One Kendall Square
Building 700
Cambridge, Massachusetts 02139
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by Cambridge NeuroScience, Inc.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, on or about the date hereof. The Registration Statement
relates to an additional 500,000 shares of the Company's Common Stock, $0.001
par value (the "Shares"), offered pursuant to the provisions of the Company's
1991 Equity Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined all such documents as we consider necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the use of our name in the Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
------------------------
PALMER & DODGE LLP
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1991 Equity Incentive Plan of Cambridge NeuroScience,
Inc. of our report dated February 2, 1996, with respect to the consolidated
financial statements of Cambridge NeuroScience, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1995.
ERNST & YOUNG LLP
Boston, Massachusetts
June 3, 1996
<PAGE> 1
Exhibit 99.1
CAMBRIDGE NEUROSCIENCE, INC.
1991 Equity Incentive Plan
--------------------------
Section 1. Purpose
-------
The purpose of the Cambridge NeuroScience, Inc. 1991 Equity Incentive Plan
(the "Plan") is to attract and retain key employees and consultants to provide
an incentive for them to assist the Company to achieve long-range performance
goals and to enable them to participate in the long-term growth of the Company.
Section 2. Definitions
-----------
"Affiliate" means any business entity in which the Company owns directly or
indirectly 50% or more of the total combined voting power or has a significant
financial interest as determined by the Committee.
"Award" means any Option, Stock Appreciation Right, Performance Share,
Restricted Stock or Stock Unit awarded under the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means a committee of not less than three members of the Board
appointed by the Board to administer the Plan, each of whom is a "disinterested
person" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, or any successor provision.
"Common Stock" or "Stock" means the Common Stock, $0.001 par value, of the
Company.
"Company" means Cambridge NeuroScience, Inc.
"Designated Beneficiary" means the beneficiary designated by a Participant,
in a manner determined by the Committee, to receive amounts due or exercise
rights of the Participant in the event of the Participant's death. In the
absence of an effective designation by a Participant, designated Beneficiary
shall mean the Participant's estate.
"Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.
"Incentive Stock Option" means an option to purchase shares of Common Stock
awarded to a Participant under Section 6 which is intended to meet the
requirements of Section 422A of the Code or any successor provision.
"Nonstatutory Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is not intended to be an
Incentive Stock Option.
<PAGE> 2
"Option" means an Incentive Stock Option or a Nonstatutory Stock Option.
"Participant" means a person selected by the Committee to receive an Award
under the Plan.
"Performance Cycle" or "Cycle" means the period of time selected by the
Committee during which performance is measured for the purpose of determining
the extent to which an award of Performance Shares has been earned.
"Performance Shares" mean shares of Common Stock which may be earned by the
achievement of performance goals awarded to a Participant under Section 8.
"Reporting Person" means a person subject to Section 16 of the Securities
Exchange Act of 1934 or any successor provision.
"Restricted Period" means the period of time selected by the Committee
during which an award of Restricted Stock may be forfeited to the Company.
"Restricted Stock" means shares of Common Stock subject to forfeiture
awarded to a Participant under Section 9.
"Stock Appreciation Right" or "SAR" means a right to receive any excess in
value of shares of Common Stock over the exercise price awarded to a Participant
under Section 7.
"Stock Unit" means an award of Common Stock or units that are valued in
whole or in part by reference to, or otherwise based on, the value of Common
Stock, awarded to a Participant under Section 10.
Section 3. Administration
--------------
The Plan shall be administered by the Committee. The Committee shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan. The Committee's
decisions shall be final and binding. To the extent permitted by applicable law,
the Committee may delegate to one or more executive officers of the Company the
power to make Awards to Participants who are not Reporting Persons and all
determinations under the Plan with respect thereto, provided that the Committee
shall fix the maximum amount of such Awards for the group and a maximum for any
one Participant.
Section 4. Eligibility
-----------
All employees, and in the case of Awards other than Incentive Stock
Options, consultants of the Company or any Affiliate capable of contributing
significantly to the successful performance of the Company, other than a person
who has irrevocably elected not to be eligible, are eligible to be Participants
in the Plan.
Section 5. Stock Available for Awards
--------------------------
(a) Subject to adjustment under subsection (c), Awards may be made under
the Plan for up to 2,100,000 shares of Common Stock. If any Award in respect of
shares of Common Stock expires or is terminated unexercised or is forfeited for
any reason or settled in a manner that results in fewer shares outstanding than
were initially awarded, including without limitation the
2
<PAGE> 3
surrender of shares in payment for the Award or any tax obligation thereon, the
shares subject to such Award or so surrendered, as the case may be, to the
extent of such expiration, termination, forfeiture or decrease, shall again be
available for award under the Plan, subject, however, in the case of Incentive
Stock Options, to any limitation required under the Code. Common Stock issued
through the assumption or substitution of outstanding grants from an acquired
company shall not reduce the shares available for Awards under the Plan. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.
(b) Subject to adjustment under subsection (c), no Participant may receive
an Award which would result in such Participant having received, during the
fiscal year of the Company in which the Award is made, Awards for more than an
aggregate of 250,000 shares of Common Stock.
(c) In the event that the Committee determines that any stock dividend,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock at a price substantially below fair market value, or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Committee, subject, in the case of Incentive
Stock Options, to any limitation required under the Code, shall equitably adjust
any or all of (i) the number and kind of shares in respect of which Awards may
be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards, and (iii) the award, exercise or conversion price with
respect to any of the foregoing, and if considered appropriate, the Committee
may make provision for a cash payment with respect to an outstanding Award,
provided that the number of shares subject to any Award shall always be a whole
number.
Section 6. Stock Options
-------------
(a) Subject to the provisions of the Plan, the Committee may award
Incentive Stock Options and Nonstatutory Stock Options and determine the number
of shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option. The terms
and conditions of Incentive Stock Options shall be subject to and comply with
Section 422A of the Code, or any successor provision, and any regulations
thereunder.
(b) The Committee shall establish the option price at the time each Option
is awarded. In the case of Incentive Stock Options, such price shall not be less
than 100% of the Fair Market Value of the Common Stock on the date of award. In
the case of Nonstatutory Stock Options granted prior to September 1, 1992, such
price shall not be less than 50% of the Fair Market Value of the Common Stock on
the date of the award. Thereafter, Nonstatutory Stock Options may be granted at
such prices as the Committee may determine.
(c) Each Option shall be exercisable at such times and subject to such
terms and conditions as the Committee may specify in the applicable Award or
thereafter. The Committee may impose such conditions with respect to the
exercise of Options, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.
(d) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefor is received by the Company.
Such payment may be made in whole or in part in cash or, to the extent permitted
by the Committee at or after the award of the Option, by delivery of a note or
shares of Common Stock owned by the optionee, including Restricted Stock, valued
at their Fair Market Value on the date of delivery, or such other lawful
consideration as the Committee may determine.
3
<PAGE> 4
(e) The Committee may provide for the automatic award of an Option upon the
delivery of shares to the Company in payment of an Option for up to the number
of shares so delivered.
Section 7. Stock Appreciation Rights
-------------------------
(a) Subject to the provisions of the Plan, the Committee may award SARs in
tandem with an Option (at or after the award of the Option), or alone and
unrelated to an Option. SARs in tandem with an Option shall terminate to the
extent that the related Option is exercised, and the related Option shall
terminate to the extent that the tandem SARs are exercised. SARs granted in
tandem with Options shall have an exercise price of not less than the exercise
price of the related Option. SARs granted prior to September 1, 1992 alone and
unrelated to an Option shall have an exercise price of not less than 50% of the
Fair Market Value of the Common Stock on the date of award. Thereafter, SARs
granted alone and unrelated to an Option may be granted at such prices as the
Committee may determine.
(b) An SAR related to an Option which can only be exercised during limited
periods following a change in control of the Company, may entitle the
Participant to receive an amount based upon the highest price paid or offered
for Common Stock in any transaction relating to the change in control or paid
during the thirty-day period immediately preceding the occurrence of the change
in control in any transaction reported in the stock market in which the Common
Stock is normally traded.
Section 8. Performance Shares
------------------
(a) Subject to the provisions of the Plan, the Committee may award
Performance Shares and determine the number of such shares for each Performance
Cycle and the duration of each Performance Cycle. There may be more than one
Performance Cycle in existence at any one time, and the duration of Performance
Cycles may differ from each other. The payment value of Performance Shares shall
be equal to the Fair Market Value of the Common Stock on the date the
Performance Shares are earned or, in the discretion of the Committee, on the
date the Committee determines that the Performance Shares have been earned.
(b) The Committee shall establish performance goals for each Cycle, for the
purpose of determining the extent to which Performance Shares awarded for such
Cycle are earned, on the basis of such criteria and to accomplish such
objectives as the Committee may from time to time select. During any Cycle, the
Committee may adjust the performance goals for such Cycle as it deems equitable
in recognition of unusual or non-recurring events affecting the Company, changes
in applicable tax laws or accounting principles, or such other factors as the
Committee may determine.
(c) As soon as practicable after the end of a Performance Cycle, the
Committee shall determine the number of Performance Shares which have been
earned on the basis of performance in relation to the established performance
goals. The payment values of earned Performance Shares shall be distributed to
the Participant or, if the Participant has died, to the Participant's Designated
Beneficiary, as soon as practicable thereafter. The Committee shall determine,
at or after the time of award, whether payment values will be settled in whole
or in part in cash or other property, including Common Stock or Awards.
Section 9. Restricted Stock
----------------
(a) Subject to the provisions of the Plan, the Committee may award shares
of Restricted Stock and determine the duration of the Restricted Period during
which, and the
4
<PAGE> 5
conditions under which, the shares may be forfeited to the Company and the other
terms and conditions of such Awards. Shares of Restricted Stock shall be issued
for no cash consideration or such minimum consideration as may be required by
applicable law.
(b) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Committee, during
the Restricted Period. Shares of Restricted Stock shall be evidenced in such
manner as the Committee may determine. Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and unless otherwise determined by the Committee, deposited by the Participant,
together with a stock power endorsed in blank, with the Company. At the
expiration of the Restricted Period, the Company shall deliver such certificates
to the Participant or if the Participant has died, to the Participant's
Designated Beneficiary.
Section 10. Stock Units
-----------
(a) Subject to the provisions of the Plan, the Committee may award Stock
Units subject to such terms, restrictions, conditions, performance criteria,
vesting requirements and payment rules as the Committee shall determine.
(b) Shares of Common Stock awarded in connection with a Stock Unit Award
shall be issued for no cash consideration or such minimum consideration as may
be required by applicable law.
Section 11. General Provisions Applicable to Awards
---------------------------------------
(a) REPORTING PERSON LIMITATIONS. To the extent required to qualify for the
exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, and
any successor provision, any Option, SAR or other similar right related to an
equity security issued under the Plan to a Reporting Person shall not be
transferrable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act ("ERISA"), or the rules
thereunder, and shall be exercisable during the Participant's lifetime only by
the Participant or the Participant's guardian or legal representative.
(b) DOCUMENTATION. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or comply with applicable tax and regulatory
laws and accounting principles.
(c) COMMITTEE DISCRETION. Each type of Award may be made alone, in addition
to or in relation to any other type of Award. The terms of each type of Award
need not be identical, and the Committee need not treat Participants uniformly.
Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Committee at the time
of award or at any time thereafter.
(d) SETTLEMENT. The Committee shall determine whether Awards are settled in
whole or in part in cash, Common Stock, other securities of the Company, Awards
or other property. The Committee may permit a Participant to defer all or any
portion of a payment under the Plan, including the crediting of interest on
deferred amounts denominated in cash and dividend equivalents on amounts
denominated in Common Stock.
5
<PAGE> 6
(e) DIVIDENDS AND CASH AWARDS In the discretion of the Committee, any Award
under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest, and (ii)
cash payments in lieu of or in addition to an Award.
(f) TERMINATION OF EMPLOYMENT. The Committee shall determine the effect on
an Award of the disability, death, retirement or other termination of employment
of a Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated Beneficiary may
receive payment of an Award or exercise rights thereunder.
(g) CHANGE IN CONTROL. In order to preserve a Participant's rights under an
Award in the event of a change in control of the Company, the Committee in its
discretion may, at the time an Award is made or at any time thereafter, take one
or more of the following actions: (i) provide for the acceleration of any time
period relating to the exercise or realization of the Award, (ii) provide for
the purchase of the Award upon the Participant's request for an amount of cash
or other property that could have been received upon the exercise or realization
of the Award had the Award been currently exercisable or payable, (iii) adjust
the terms of the Award in a manner determined by the Committee to reflect the
change in control, (iv) cause the Award to be assumed, or new rights substituted
therefor, by another entity, or (v) make such other provision as the Committee
may consider equitable and in the best interests of the Company.
(h) WITHHOLDING. The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. In the Committee's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value on the date of delivery. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the Participant.
(i) FOREIGN NATIONALS. Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or comply with applicable laws.
(j) AMENDMENT OF AWARD. The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the Committee
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.
Section 12. Miscellaneous
-------------
(a) NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment. The Company expressly reserves
the right at any time to dismiss a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.
(b) NO RIGHTS AS SHAREHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
shareholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder
6
<PAGE> 7
thereof. A Participant to whom Common Stock is awarded shall be considered the
holder of the Stock at the time of the Award except as otherwise provided in the
applicable Award.
(c) EFFECTIVE DATE. Subject to the approval of the shareholders of the
Company, the Plan shall be effective on April 22, 1991. Prior to such approval,
Awards may be made under the Plan expressly subject to such approval.
(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no amendment shall be made
without shareholder approval if such approval is necessary to comply with any
applicable tax or regulatory requirement, including any requirement for
exemptive relief under Section 16(b) of the Securities Exchange Act of 1934, or
any successor provision. Prior to any such approval, Awards may be made under
the Plan expressly subject to such approval.
(e) GOVERNING LAW. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of Delaware.
As amended through April 22, 1996.
