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As filed with the Securities and Exchange Commission on January 7, 1997
Registration No. 333-18893
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Scientific-Atlanta, Inc.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 58-0612397
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
ONE TECHNOLOGY PARKWAY, SOUTH 30092
NORCROSS, GEORGIA (Zip Code)
(Address of Principal Executive Offices)
1996 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
Please address a copy of all
James F. McDonald communications to:
Chief Executive Officer
Scientific-Atlanta, Inc. William E. Eason, Jr., Esq.
One Technology Parkway, South Scientific-Atlanta, Inc.
Norcross, Georgia 30092 One Technology Parkway, South
(Name and Address of Agent For Service) Norcross, Georgia 30092
Telephone: (770) 903-5000
(770) 903-5000
(Telephone Number, Including Area Code, of Agent for Service)
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 and the
Power of Attorney contained in Registration Statement No. 333-18893, the
Registrant has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment to the Form S-8
Registration Statement for the Registrant's 1996 Employee Stock Option Plan and
has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf
by the undersigned thereunto duly authorized, in Gwinnett County, State of
Georgia, on this 7th day of January, 1997.
SCIENTIFIC-ATLANTA, INC.
By: /s/ Harvey A. Wagner
--------------------------------
Harvey A. Wagner, Chief
Financial Officer, Senior Vice
President-Finance & Treasurer
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EXHIBIT INDEX
TO
POST-EFFECTIVE AMENDMENT NO. 1
Exhibits
4. 1996 Employee Stock Option Plan
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EXHIBIT 4
SCIENTIFIC-ATLANTA, INC.
1996 EMPLOYEE STOCK OPTION PLAN
As adopted by the Board of Directors on
November 13, 1996
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SCIENTIFIC-ATLANTA, INC.
1996 EMPLOYEE STOCK OPTION PLAN
1. PURPOSE.
This Plan is intended to provide incentive to key Employees of the
Corporation and its Subsidiaries, to encourage proprietary interest in the
Corporation by its Employees, to encourage such key Employees to remain in the
employ of the Corporation and its Subsidiaries, and to attract new Employees
with outstanding qualifications.
2. DEFINITIONS.
Unless otherwise defined herein or the context otherwise requires,
the capitalized terms used herein shall have the following meanings:
(a) "Administrator" shall mean the officer of the Corporation
appointed by the Committee pursuant to Section 4 hereof.
(b) "Board" shall mean the Board of Directors of the
Corporation.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean the Human Resources and
Compensation Committee, a committee appointed by the Board.
(e) "Common Stock" shall mean, unless otherwise specifically
provided, the common stock of the Corporation and any class of
common shares of the Corporation into which such common stock may
hereafter be converted, exchanged or reclassified.
(f) "Corporation" shall mean Scientific-Atlanta, Inc., a
Georgia corporation.
(g) "Disability" shall mean the condition of an individual who
is unable to engage in any substantial gainful activity by reason
of any physical or mental impairment which is classified as a
disability in the Corporation's Long Term Disability Plan.
(h) "Employee" shall mean an individual who is employed
(within the meaning of Section 3401 of the Code and the
regulations thereunder) by the Corporation or a Subsidiary
(i.e., an individual with respect to whom income taxes must be
withheld from compensation), but who is not an officer of the
Corporation.
(i) "Exercise Price" shall mean the price per Share of Common
Stock, determined by the Committee, at which an Option may be
exercised.
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(j) "Fair Market Value" shall mean the value of one (1) Share
of Common Stock, and shall be equal to the closing sale price as
reported on the New York Stock Exchange on the date of valuation
or, if no sale occurred on that date, then the mean between the
closing bid and asked prices on such exchange on such date. If the
Common Stock ceases to be listed on the New York Stock Exchange,
then the Fair Market Value on the date of valuation shall
be determined in good faith by the Committee, and such
determination shall be conclusive and binding on all persons. If
the date of valuation is not a business day, the price on the last
business day preceding the date of valuation shall be utilized.
(k) "Option" shall mean any stock option granted pursuant
to this Plan. All Options shall be granted on the date the
Committee takes the necessary action to approve the grant.
However, if the minutes or other action of the Committee provide
that an Option is to be granted as of another date, the date of
grant shall be such other date.
(l) "Option Agreement" shall mean a written stock option
agreement evidencing a particular Option.
(m) "Optionee" shall mean an Employee who has received an
Option.
(n) "Plan" shall mean this Scientific-Atlanta, Inc. 1996
Employee Stock Option Plan, as it may be amended from time to
time.
(o) "Purchase Price" shall mean the Exercise Price times the
number of Shares with respect to which an Option is exercised.
(p) "Retirement" shall mean voluntary termination of
employment after the Employee either has attained age sixty (60)
or has attained age fifty-five (55) and has attained the tenth
(10th)anniversary of his or her seniority date.
(q) "Share" shall mean one (1) share of Common Stock, adjusted
in accordance with Section 9 of this Plan (if applicable).
(r) "Subsidiary" shall mean any corporation at least fifty
percent (50%) of the total combined voting power of which is owned
by the Corporation or by another Subsidiary.
3. EFFECTIVE DATE.
This Plan was adopted by the Board effective November 13, 1996.
This Plan shall terminate as provided in Section 8 below.
4. ADMININISTRATION.
(a) Committee. Unless otherwise determined by the Board
from time to time, Option grants under this Plan shall be made by
the Committee. Acts of a majority of the Committee at a meeting at
which a quorum is present, or acts
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reduced to or approved in writing by the unanimous consent of the
members of the Committee, shall be the valid acts of the
Committee.
The Committee shall from time to time at its discretion
select the Employees who are to be granted Options, determine the
number of Shares to be optioned to each Optionee and set the terms
of the Options. No member of the Committee shall be liable for any
action or determination made in good faith with respect to this
Plan or any Option granted hereunder.
(b) Administrator. The Committee shall appoint an officer
of the Corporation as the Administrator of the Plan. The
Administrator shall have full authority to construe, interpret and
administer the Plan, and, except as to matters which are expressly
reserved herein for determination by the Board or the Committee,
the Administrator's decisions and determinations in the
administration of the Plan shall be final, conclusive and binding
on all persons, including, without limitation, the Corporation,
the shareholders and directors of the Corporation and any persons
having any interests in any Options granted under this Plan.
5. PARTICIPATION.
The Optionees shall be those key Employees of the Corporation or
the Subsidiaries to whom Options may be granted from time to time by the
Committee.
6. STOCK.
The stock subject to Options granted under this Plan shall be
Shares of the Corporation's authorized but unissued or reacquired Common Stock.
The aggregate number of Shares which may be issued upon exercise of Options
under this Plan shall not exceed One Million Five Hundred Thousand (1,500,000).
The number of Shares subject to Options outstanding at any time shall not exceed
the number of Shares remaining available for issuance under this Plan. Whenever
an Optionee's rights to exercise an Option as to any Shares shall cease for any
reason before he or she has exercised such Option as to such Shares, the Option
shall be deemed terminated to that extent and such Shares shall again be
available for issuance under this Plan. The limitations established by this
Section 6 shall be subject to adjustment in the manner provided in Section 9
hereof upon the occurrence of an event specified in Section 9.
7. TERMS AND CONDITIONS OF OPTIONS.
(a) Stock Option Agreements. Options shall be evidenced by written
Option Agreements in such form as the Committee shall from time to time
determine. Such Option Agreements shall comply with and be subject to
the terms and conditions set forth herein.
(b) Option Exercisable. Except as otherwise provided in this
Plan, Options held by an Optionee may be exercised only while the
Optionee is employed by the Corporation or a Subsidiary.
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(c) Number of Shares. Each Option shall state the number of
Shares to which it pertains.
(d) Exercise Price. Each Option shall state the Exercise Price,
which shall not be less than the Fair Market Value on the date
of grant. The Exercise Price shall be subject to adjustment as provided
in Section 9 hereof.
(e) Medium and Time of Payment. Upon the exercise of any Option,
the Purchase Price shall be paid in full in United States dollars by
certified check or other form of payment acceptable to the
Administrator; provided, however, that if the applicable Option
Agreement so provides, or the Committee, in its sole discretion
otherwise approves thereof, the Purchase Price may be paid, (i) by the
surrender of Shares, in good form for transfer, owned by the person
exercising the Option and having a Fair Market Value on the date of
exercise equal to the Purchase Price, or (ii) in any combination of
cash and Shares, as long as the sum of the cash so paid and the Fair
Market Value of the Shares so surrendered equals the Purchase Price.
In the event the Corporation determines that it is required to
withhold state or Federal income tax as a result of the exercise of an
Option, as a condition to the exercise thereof an Optionee must make
arrangements satisfactory to the Administrator to enable it to satisfy
such withholding requirements. Payment of such withholding requirements
may be made, at the election of the Optionee, (i) in cash, (ii) by
delivery of Shares registered in the name of Optionee, which Shares
have a Fair Market Value at the time of exercise equal to the amount to
be withheld, (iii) by the Corporation withholding Shares subject to the
Option, which Shares have a Fair Market Value at the time of exercise
equal to the amount to be withheld, or (iv) any combination of (i),
(ii) and (iii) above.
(f) Term and Time for Exercise. Each Option shall state the
time or times when all or part thereof becomes exercisable. No Option
shall be exercisable more than ten (10) years (or less, in the
discretion of the Committee) from the date it was granted. If the
Committee does not determine otherwise, any Option granted under this
Plan:
(1) Shall be exercisable as to not more than 25% of the total
number of Shares covered by the Option immediately upon, and
during the year following, the date of the grant;
(2) Shall be exercisable as to not more than 50% of the total
number of Shares covered by the Option on, and during the year
following, the first anniversary of the date of grant;
(3) Shall be exercisable as to not more than 75% of the total
number of Shares covered by the Option on, and during the year
following, the second anniversary of the date of grant; and
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(4) Shall be fully exercisable on the third anniversary of the
date of grant and thereafter prior to expiration of the Option.
If the Committee does not determine otherwise with respect to
any Option granted hereunder, in the event that the employment of the
Optionee by the Corporation or any Subsidiary of the Corporation
terminates for any reason whatsoever, other than death or Retirement,
prior to the Option(s) held by that person becoming fully exercisable
as provided above, such Option(s) shall automatically expire with
respect to the unexercisable portion on the date of termination of
employment without any further action or documentation.
(g) Non-transferability of Options. During the lifetime of the
Optionee, the Option shall be exercisable only by the Optionee and
shall not be assignable or transferable. In the event of the Optionee's
death, the Option shall not be transferable by the Optionee other than
by will or the laws of descent and distribution. Any other attempted
alienation, assignment, pledge, hypothecation, attachment, execution or
similar process, whether voluntary or involuntary, with respect to all
or any part of any Option or right hereunder, shall be null and void
and, at the Corporation's option, shall cause all of the Optionee's
rights under the Option to terminate.
(h) Change in Control of the Corporation.
(1) Contrary Provisions. Notwithstanding anything contained in
this Plan to the contrary, in the event of a Change in Control,
the provisions of this Subsection 7(h) shall govern and supersede
any inconsistent terms or provisions of this Plan.
(2) Change in Control. For purposes of this Plan, a "Change in
Control" shall mean any of the following events:
(a) The acquisition in one or more transactions by
any "Person" (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")), of "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the 1934
Act) of twenty percent (20%) or more of the combined voting
power of the Corporation's then outstanding voting securities
(the "Voting Securities"), provided, however, that for
purposes of this Subsection 7(h)(2)(a), the Voting Securities
acquired directly from the Corporation by any Person shall be
excluded from the determination of such Person's Beneficial
Ownership of Voting Securities (but such Voting Securities
shall be included in the calculation of the total number of
Voting Securities then outstanding); or
(b) The individuals who are members of the Incumbent
Board (as hereinafter defined), cease for any reason to
constitute at least two-thirds of the Board for purposes of
this Subsection 7(h)(2)(b). The "Incumbent Board" shall
include the individuals
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who as of August 20, 1990 are members of the Board and any
individual becoming a director subsequent to August 20, 1990
whose election, or nomination for election by the
Corporation's stockholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent
Board; provided, however, that any individual who is not a
member of the Incumbent Board at the time he or she becomes a
member of the Board shall become a member of the Incumbent
Board upon the completion of two full years as a member of the
Board; provided, further, however, that notwithstanding the
foregoing, no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office
(i) as a result of either an actual or threatened "election
contest" (within the meaning of Rule 14a- 11 promulgated under
the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Board (a "Proxy Contest"), or (ii) with the approval of the
other Board members, but by reason of any agreement intended
to avoid or settle a Proxy Contest; or
(c) Approval by stockholders of the Corporation of
(i) a merger or consolidation involving the Corporation if the
stockholders of the Corporation immediately before such merger
or consolidation do not own, directly or indirectly,
immediately following such merger or consolidation, more than
eighty percent (80%) of the combined voting power of the
outstanding voting securities of the corporation resulting
from such merger or consolidation in substantially the same
proportion as their ownership of the Voting Securities
immediately before such merger or consolidation, or (ii) a
complete liquidation or dissolution of the Corporation or an
agreement for the sale or other disposition of all or
substantially all of the assets of the Corporation.
Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because twenty percent
(20%) or more of the then outstanding Voting Securities is
acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained
by the Corporation or any of its subsidiaries, or (ii) any
corporation which, immediately prior to such acquisition, is
owned directly or indirectly by the stockholders of the
Corporation in the same proportion as their ownership of stock
in the Corporation immediately prior to such acquisition.
Moreover, notwithstanding the foregoing, a Change in
Control shall not be deemed to occur solely because any Person
(the "Subject Person") acquired Beneficial Ownership of more
than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting Securities by the
Corporation which, by reducing the number of Voting Securities
outstanding,
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increases the proportional number of shares Beneficially Owned
by the Subject Person, provided, that if a Change in Control
would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the
Corporation, and after such share acquisition by the
Corporation, the Subject Person becomes the Beneficial Owner
of any additional Voting Securities which increases the
percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change in
Control shall occur.
Notwithstanding anything contained in this Plan to
the contrary, if a Change in Control takes place and an
Optionee's employment is terminated prior to the completed
Change in Control and the Optionee reasonably demonstrates
that such termination (i) was at the request of a third party
who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates a
Change in Control or (ii) otherwise occurred in connection
with or in anticipation of a Change in Control which actually
occurs, then for all purposes of this Plan, the date of a
Change in Control in respect of such Optionee shall mean the
date immediately prior to the date of termination of such
Optionee's employment.
(3) Time for Exercise Upon a Change in Control. Upon a Change
in Control, all options granted under this Plan that are held by
Employees at the time of such Change in Control shall become
immediately exercisable in full, without regard to the years that have
elapsed from the date of grant.
(4) Termination of Employment Following Change in Control. If
an Optionee's employment terminates following a Change in Control other
than for "cause" (as hereinafter defined), the applicable provisions of
Subsection 7(i) of this Plan shall apply except that as of and after
the date of the Change in Control, the Administrator shall not make any
determination or take any action in connection with an Optionee's
termination of employment which would cause any option granted under
this Plan (i) to not be exercisable in full or (ii) to expire earlier
than the latest date allowable under Subsection 7(i) as applicable.
(5) Amendment or Termination.
(a) Subsection 7(h) of this Plan shall not be amended
or I terminated at any time.
(b) Any amendment or termination of this Plan prior
to a Change in Control which (1) was at the request of a third
party who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control, or (2) otherwise
arose in
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connection with or in anticipation of a Change in Control,
shall be null and void and shall have no effect whatsoever.
(i) Cessation of Employment; etc. After an Optionee ceases to
be an Employee, his or her rights to exercise any unexercised Option
then held by the Optionee shall be determined as provided in this
Subsection 7(i). No Option may be exercised after its term expires or
the Option is otherwise canceled.
(1) Retirement. If an Optionee ceases to be an
Employee because of Retirement (and not on account of
termination for "cause" (as hereinafter defined)), such
Optionee may exercise the Option immediately with respect to
(i) the Shares which he or she could have purchased at the
time of Retirement, and (ii) any Shares which would have
become available for purchase under the Option if the
Optionee's employment had continued for one year after the
date of Retirement. To the extent unexercised, the Option
shall expire two (2) years after the date of Retirement or the
date of expiration of the Option as shown in the applicable
Option Agreement, whichever shall occur first.
(2) Death. If the Committee does not determine
otherwise with respect to any Option, upon the death of an
Employee who at the time of his or her death holds an Option,
the Option shall be exercisable immediately (by the executor
or the administrator of the deceased Optionee's estate or by a
person who acquired the right to exercise the option by
bequest or inheritance or by reason of such death) with
respect to (i) the Shares which could have been purchased by
the deceased Optionee at the time of his or her death, and
(ii) any Shares which would have become available for purchase
under the Option if the Optionee's employment had continued
for one year after the date of death. To the extent
unexercised, the Option shall expire (i) one year after the
date of such death, or (ii) in the event of death following
termination of employment by reason of Retirement as described
in Subsection 7(i)(1) immediately above, the expiration date
of the Option after Retirement, whichever occurs last.
Notwithstanding the foregoing, the Committee may, in a special
case, permit a longer period for exercise of an Option after
death of an Optionee, but in no event shall such period extend
beyond the date of expiration of the Option as set forth in
the Option Agreement.
(3) Disability. If an Optionee ceases active service
as an Employee by reason of Disability, such Optionee shall
have the right to exercise the Option at any time within
twelve (12) months after such cessation of employment, but
except as provided in the applicable Option Agreement, only to
the extent that, at the date of such cessation of employment,
the Optionee's right to exercise such Option had accrued
pursuant to the terms of the applicable Option Agreement and
had not previously been exercised.
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(4) Termination for Cause. If an Optionee's
employment is terminated for "cause" (as hereinafter defined),
such Optionee's Option(s) shall expire immediately upon the
giving to such Optionee of the notice of such termination.
"Cause," for purposes of this Subsection 7(i), shall mean
dishonest or fraudulent conduct which would normally be
considered as sufficient basis for discharging an employee
from a management and/or a supervisory position, or
negligence, inaction or misconduct which constitutes failure
by the Optionee to meet such Optionee's obligations and
perform such Optionee's duties of employment.
(5) Other Reasons. If an Optionee ceases to be an
Employee for any reason other than those mentioned above in
Subsections (1), (2), (3) or (4), the Optionee shall have the
right to exercise the Option at any time within thirty (30)
days following such cessation, discharge or termination, but,
except as otherwise provided in the applicable Option
Agreement, only to the extent that, at the date of cessation,
discharge or termination, the Optionee's right to exercise
such Option had accrued pursuant to the terms of the
applicable Option Agreement and had not previously been
exercised.
(6) Leave of Absence. An Optionee's employment with
the Corporation shall not be considered as having been
terminated while the Optionee is on military or sick leave or
other bona fide leave of absence (such as temporary employment
by the Government) if the period of such leave does not exceed
ninety (90) days, or, if longer, so long as the Optionee's
right to re-employment with the Corporation is guaranteed
either by statute or by contract. Where the period of such
leave exceeds ninety (90) days and where the Optionee's rights
to re-employment is not guaranteed either by statute or by
contract, the Optionee's employment will be deemed to have
terminated on the ninety-first (91st) day of such leave.
(j) Rights as a Stockholder. No one shall have rights as a
stockholder with respect to any Shares covered by his or her Option
until the date of the issuance of a stock certificate for such Shares.
No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 9 hereof.
(k) Modification, Extension and Renewal of Options. Within the
limitations of this Plan, the Committee may modify, extend or renew
outstanding Options or accept the cancellation of outstanding Options
(to the extent not previously exercised) for the granting of new
Options in substitution therefor. The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee,
alter or impair any rights or obligations under any Option previously
granted.
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(l) Other Provisions. The Option Agreements authorized under
this Plan may contain such other provisions not inconsistent with the
terms of this Plan as the Committee shall deem advisable (including,
without limitation, restrictions upon the exercise of the Option or
subjecting the Shares issued pursuant to the exercise of an Option to
rights of repurchase by the Corporation).
(m) Substitution of Option. Notwithstanding any inconsistent
provisions or limits under this Plan, in the event the Corporation
acquires (whether by purchase, merger or otherwise) all or
substantially all of the outstanding capital stock or assets of another
corporation by any reorganization or other transaction qualifying under
Section 425 of the Code, the Committee may, in accordance with the
provisions of that Section, substitute options under this Plan for
options under the plan of the acquired company provided (i) the excess
of the aggregate Fair Market Value of the Shares subject to an Option
immediately after the substitution over the aggregate Option Price of
such Shares is not more than the similar excess immediately before such
substitution and (ii) the new Option does not give persons additional
benefits, including any extension of the exercise period.
8. TERM OF PLAN.
Options may be granted pursuant to this Plan until the expiration of
this Plan on November 13, 2001.
9. RECAPITALIZATIONS.
The number of Shares covered by this Plan as provided in Section 6
hereof, the number of Shares covered by each outstanding Option and the Exercise
Price thereof shall be proportionately adjusted for any increase or decrease in
the number of issued Shares resulting from a subdivision or consolidation of
Shares or the payment of a stock dividend (but only of Common Stock) or any
other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Corporation.
Unless provisions are made for the continuance of this Plan or the
assumption by, or the substitution for outstanding Options of new options
covering the stock of, a successor employer corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices, in the event of any merger, consolidation, reorganization,
liquidation or dissolution of the Corporation, or any exchange of Shares, each
outstanding Option shall automatically be deemed to pertain to the securities
and other property to which a holder of the number of Shares covered by the
Option would have been entitled to receive in connection with any such event,
and shall no longer pertain to the Shares. A dissolution or liquidation of the
Corporation shall cause each outstanding Option to terminate.
To the extent that the foregoing adjustments relate to securities of
the Corporation, such adjustments shall be made by the Committee, whose
determination shall be conclusive and binding on all persons.
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Except as expressly provided in this Section 9, the Optionee shall have
no rights by reason of any subdivision or consolidation of shares of stock of
any class, the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Corporation of shares of stock of any class,
or securities convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.
The grant of an Option pursuant to this Plan shall not affect in any
way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.
10. SECURITIES LAW REQUIREMENTS.
(a) Securities Act Requirements. No Option granted pursuant to
this Plan shall be exercisable in whole or in part, and the Corporation
shall not be obligated to sell any Shares subject to any such Option,
if such exercise and sale would, in the opinion of counsel for the
Corporation, violate the Securities Act of 1933 (or other Federal or
State statutes having similar requirements) as it may be in effect at
that time.
As a condition to the issuance of any Shares upon exercise of
an Option under this Plan, the Administrator may require the Optionee
to furnish a written representation that he is acquiring the shares for
investment and not with a view to distribution to the public. Such
representations shall be required in cases where, in the opinion of the
Administrator, they are necessary to enable the Corporation to comply
with the provisions of the Securities Act of 1933, and any shareholder
who gives such representation shall be released from it at such a time
as the shares to which it applies are registered pursuant to the
Securities Act of 1933.
(b) Listing and Regulatory Requirements. Each Option shall be
subject to the further requirements that if at any time the Committee
shall determine in its discretion that the listing or qualification of
the shares of stock subject to such Option under any securities
exchange requirements or under any applicable law, or the consent or
approval of any governmental regulatory body, is necessary or desirable
as a condition of, or in connection with, the granting of such Option
or the issue of Shares thereunder, such Option may not be exercised in
whole or in part unless and until such listing, qualification, consent
or approval shall have been effected or obtained free of any conditions
not acceptable to the Committee.
11. AMENDMENT OF THIS PLAN.
The Board may from time to time, with respect to any Shares at the time
not subject to Options, suspend or discontinue this Plan or revise or amend it
in any respect whatsoever.
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12. APPLICATION OF FUNDS.
The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of an Option will be used for general corporate
purposes.
13. EXECUTION.
To record the adoption of this Plan by the Board on November 13, 1996,
the Corporation has caused this Plan to be executed by its authorized officer.
SCIENTIFIC-ATLANTA, INC.
By: /s/ Brian C. Koenig
--------------------------------
Brian C. Koenig,
Vice President - Human Resources
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