<PAGE> 1
Registration No. 33-
As filed with the Securities and Exchange Commission on October 24, 1997
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CORRPRO COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
OHIO 34-1422570
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1090 ENTERPRISE DRIVE
MEDINA, OHIO 44256
(330) 723-5082
(Address of Principal Executive Offices Including Zip Code)
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1997 LONG-TERM INCENTIVE PLAN OF
CORRPRO COMPANIES, INC.
1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
OF CORRPRO COMPANIES, INC.
(Full Title of the Plans)
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<TABLE>
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COPY TO:
NEAL R. RESTIVO DAVID INGLIS
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER, BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
SECRETARY AND TREASURER 2300 BP AMERICA BUILDING
CORRPRO COMPANIES, INC. 200 PUBLIC SQUARE
1090 ENTERPRISE DRIVE CLEVELAND, OHIO 44114-2378
MEDINA, OHIO 44256 (216) 363-4500
(330) 723-5082
</TABLE>
(Name and Address Including Zip Code; and Telephone Number,
Including Area Code, of Agent for Service)
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: |X|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Offering Price per Share(2) Aggregate Offering Price(2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 1,078,590 shares 12 7/8 $13,886,846 $4,208.14
=============================================================================================================================
</TABLE>
- -----------------------
(1)This Registration Statement also includes an indeterminable number of shares
of Common Stock which may be issued under the anti-dilution provisions of the
plans.
(2)Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of the
average of the high and low prices of the Common Stock on October 20, 1997 as
reported on the New York Stock Exchange.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to participants in the 1997 Long-Term Incentive Plan of Corrpro
Companies, Inc. and the 1997 Non-Employee Directors' Stock Option Plan of
Corrpro Companies, Inc. as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act").
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
Registration Statement, and all documents concurrently and subsequently filed by
Corrpro Companies, Inc., pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which indicates all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
document.
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997 (File No. 001-12282).
(2) The Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission of July 31, 1997 (File No.
001-12282).
(3) The Company's Quarterly Report on Form 10-Q filed on July 31,
1997 (File No. 001-12282).
(4) The description of the Company's Common Stock contained in its
Registration Statement on Form S-1, filed with the Securities
and Exchange Commission on September 29, 1993 (File No.
33-64482).
For purposes of this Registration Statement, any statement contained in
a document incorporated by or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code authorizes Ohio corporations to indemnify
directors and officers from liability if the director or officer acted in good
faith and in a manner reasonably believed by the director or officer to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal actions, if the director or officer had no reason to believe his action
was unlawful. In the case of an action by or on behalf of a corporation,
indemnification may not be made if (a) the person seeking indemnification is
adjudged liable for negligence or misconduct, unless the court in which such
action was brought determined such person is fairly and reasonably entitled to
indemnification, or (b) the liability asserted against such person concerns
certain unlawful distributions. The indemnification provisions of the Ohio
Revised Code require indemnification if a director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding that he was a party to by reason of the fact that he is or was a
director or officer of the corporation. The indemnification authorized under
Ohio law is not exclusive and is in addition to any other rights granted to
directors and officers under the articles of incorporation or code of
regulations of the corporation or any agreement between directors and officers
and the corporation. A corporation may purchase and maintain insurance or
furnish similar protection on behalf of any director or officer against any
liability asserted against him and incurred by him in his capacity, or arising
out of the status, as a director or officer, whether or not the corporation
would have the power to indemnify him against such liability under the Ohio
Revised Code.
The Registrant's Code of Regulations provide for the indemnification of
directors and officers of the Registrant and, as authorized by the Board of
Directors of the Registrant, to the advancement of expenses incurred in
connection with the defense of any action, suit or proceeding that such director
or officer was a party to by reason of the fact that he or she is or was a
director or officer of the Registrant upon the receipt of an undertaking to
repay such amount unless it is ultimately determined that the director or
officer is entitled to indemnification.
The Registrant maintains a directors and officers insurance policy which
provides a reimbursement to the directors and officers of the Registrant for
legal fees and expenses resulting from the defense of certain judicial or
administrative proceedings initiated against the director or officer as a result
of his or her conduct or actions in his or her capacity as a director or officer
of the Registrant and provides reimbursement to the Registrant for costs the
Registrant has incurred as a result of indemnifying its directors and officers.
The Registrant has entered into indemnification agreements with its
directors and certain of its executive officers which provide for
indemnification to the fullest extent allowed under Ohio law and the maintenance
of the Registrant's directors and officers insurance policy.
Item 7. Exemption from Registration Claimed.
Not Applicable
<PAGE> 5
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8, Registration No.
33-74814).
4.2 Amended and Restated Code of Regulations of the Company
(incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-8, Registration No.
33-74814).
4.3 Description of Registrant's Common Stock (incorporated by
reference from the Registrant's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission on
September 29, 1993, Registration No. 33-64482).
4.4 1997 Long-Term Incentive Plan of Corrpro Companies, Inc.
4.5 1997 Non-Employee Directors' Stock Option Plan of Corrpro
Companies, Inc.
5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, outside
counsel to the Company, regarding legality.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Benesch, Friedlander, Coplan & Aronoff LLP
(contained in its opinion filed as Exhibit 5.1 to this
Registration Statement).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the 1933 Act;
(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; and
(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;
<PAGE> 6
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, 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 1934
Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the 1933 Act, 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.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the 1933
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the 1933 Act 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 Commission such
indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
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 1933 Act and will be governed by the final adjudication of
such issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Medina, State of Ohio, on this 23rd day of
October, 1997.
CORRPRO COMPANIES, INC.
(Registrant)
By: /s/ Joseph W. Rog
---------------------------------------
Joseph W. Rog,
Chairman of the Board of Directors,
President and Chief Executive Officer
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph W. Rog and Neal R. Restivo, or
either of them, his true and lawful attorney-in-fact and agent, 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 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, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, agent,
or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Company in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Dated: October 23, 1997 /s/ Joseph W. Rog
-----------------------------------------------
Joseph W. Rog,
Chairman of the Board of Directors, President
and Chief Executive Officer
Dated: October 23, 1997 /s/ Neal R. Restivo
-----------------------------------------------
Neal R. Restivo,
Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
Dated: October 23, 1997 /s/ David H. Kroon
-----------------------------------------------
David H. Kroon,
Director
Dated: October 23, 1997 /s/ Barry W. Schadeck
-----------------------------------------------
Barry W. Schadeck,
Director
Dated: October 23, 1997 /s/ Robert E. Hodge
-----------------------------------------------
Robert E. Hodge,
Director
</TABLE>
<PAGE> 9
<TABLE>
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Dated: October 23, 1997 /s/ C. Richard Lynham
-----------------------------------------------
C. Richard Lynham,
Director
Dated: October 23, 1997 /s/ Warren F. Rogers
-----------------------------------------------
Warren F. Rogers,
Director
Dated: October 23, 1997 /s/ Walter W. Williams
-----------------------------------------------
Walter W. Williams,
Director
</TABLE>
<PAGE> 10
EXHIBIT INDEX
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<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
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<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8, Registration No. 33-74814). *
4.2 Amended and Restated Code of Regulations of the Company
(incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-8, Registration No. 33-74814). *
4.3 Description of Registrant's Common Stock (incorporated by reference
from the Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on September 29, 1993,
Registration No. 33-64482). *
4.4 1997 Long-Term Incentive Plan of Corrpro Companies, Inc.
4.5 1997 Non-Employee Directors' Stock Option Plan of Corrpro Companies,
Inc.
5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, outside counsel
to the Company, regarding legality.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Benesch, Friedlander, Coplan & Aronoff LLP (contained in its
opinion filed as Exhibit 5.1 to this Registration Statement). N/A
</TABLE>
* Incorporated herein by reference as indicated.
<PAGE> 1
EXHIBIT 4.4
1997 LONG-TERM INCENTIVE PLAN
OF
CORRPRO COMPANIES, INC.
1. PURPOSE OF THE PLAN. This 1997 Long-Term Incentive Plan of Corrpro
Companies, Inc. adopted on this 28th day of April, 1997, is intended to enable
officers, key employees and consultants of the Company and its Subsidiaries to
acquire or increase their ownership of common stock of the Company on reasonable
terms. The opportunity so provided is intended to foster in participants an
incentive to put forth maximum effort for the continued success and growth of
the Company and its Subsidiaries, to aid in retaining individuals who put forth
such efforts, and to assist in attracting the best available individuals to the
Company and its Subsidiaries in the future.
2. DEFINITIONS. When used herein, the following terms shall have the
meaning set forth below:
2.1 "Award" means an Option, an Option granted in tandem with an SAR,
a Restricted Stock Award, a Restricted Stock Award granted in tandem with
an Option, an SAR or a Stock Bonus Award.
2.2 "Award Agreement" means a written agreement in such form as may
be, from time to time, hereafter approved by the Committee, which shall be
duly executed by the Company and the Participant and which shall set forth
the terms and conditions of an Award under the Plan.
2.3 "Board" means the Board of Directors of Corrpro Companies, Inc.
2.4 "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act (as in
effect on the date the Plan is adopted by the Board), whether or not the
Company is then subject to such reporting requirement; provided, that,
without limitation, a Change in Control shall be deemed to have occurred
if:
(a) any "person" (as defined in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing forty percent (40%) or more of the combined
voting power of the Company's then outstanding securities; provided,
however, that a Change in Control shall not be deemed to occur under
this clause (a) by reason of the acquisition of securities by the
Company or an employee benefit plan (or any trust funding such a plan)
maintained by the Company, or by reason of the new issuance of
securities directly by the Company;
(b) during any period of two (2) consecutive years (not including
any period prior to the adoption of this Plan) or at any time during the
two years after the Effective Date, there shall cease to be a majority
of the Board comprised of Continuing Directors; or
(c) (i) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than fifty-one percent
(51%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or (ii) the stockholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all the
Company's assets.
2.5 "Code" means the Internal Revenue Code of 1986, as in effect at
the time of reference, or any successor revenue code which may hereafter be
adopted in lieu thereof, and reference to any
<PAGE> 2
specific provisions of the Code shall refer to the corresponding provisions
of the Code as it may hereafter be amended or replaced.
2.6 "Committee" means the Stock Option Committee which is a
sub-committee of the Compensation Committee of the Board or any other
committee appointed by the Board which is invested by the Board with
responsibility for the administration of the Plan and whose members meet
the requirements for eligibility to serve as set forth in Rule 16b-3 and in
the Plan and are outside directors within the meaning of Section 162(m) of
the Code.
2.7 "Company" means Corrpro Companies, Inc.
2.8 "Continuing Directors" means individuals who at the beginning of
any period of two (2) consecutive years (not including any period prior to
the adoption of this Plan) or during the first two years after the
Effective Date, individuals who were on the Effective Date, and any new
director(s) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the beginning
of the period (or in the case of the two year period after the Effective
Date those individuals who were directors on the Effective Date) or whose
election or nomination for election was previously so approved.
2.9 "Effective Date" means April 28, 1997.
2.10 "ERISA" means the Employee Retirement Income Security Act of
1974, as in effect at the time of reference, or any successor law which may
hereafter be adopted in lieu thereof, and any reference to any specific
provisions of ERISA shall refer to the corresponding provisions of ERISA as
it may hereafter be amended or replaced.
2.11 "Exchange Act" means the Securities Exchange Act of 1934, as in
effect at the time of reference, or any successor law which may hereafter
be adopted in lieu thereof, and any reference to any specific provisions of
the Exchange Act shall refer to the corresponding provisions of the
Exchange Act as it may hereafter be amended or replaced.
2.12 "Fair Market Value" means, with respect to the Shares, the
closing price of the Shares on the New York Stock Exchange or other
national securities exchange, on the last business day prior to the date on
which the value is to be determined, as reported in the Wall Street Journal
or such other source of quotations for, or report of trading of, the Shares
as the Committee may reasonably select from time to time; provided,
however, if the Shares are not then traded on such an exchange, but are
then traded on the over-the-counter market, Fair Market Value means the
mean between the high and the low bid and asked prices for the Shares on
the over-the-counter market on the last business day prior to the date on
which the value is to be determined (or the next preceding day on which
sales occurred if there were no sales on such date).
2.13 "Option" means the right to purchase the number of Shares
specified by the Committee, at a price and for a term fixed by the
Committee, in accordance with the Plan, and subject to such other
limitations and restrictions as the Plan and the Committee may impose.
2.14 "Parent" means any corporation, other than the employer
corporation, in an unbroken chain of corporations ending with the employer
corporation if, at the time of the granting of the Option, each of the
corporations other than the employer corporation owns stock possessing
fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
2.15 "Participants" means officers (including officers who are
members of the Board) and other key employees or consultants of the Company
or any of its Subsidiaries.
2.16 "Permitted Transferees" means (i) the spouse, children or
grandchildren of any Participant, (ii) any trustees of any trust made by
the Participant primarily for the benefit of any of such person or persons
identified in clause (i) or for the benefit of the Participant, (iii) a
corporation or
<PAGE> 3
other entity in which the Participant owns a controlling interest, and (iv)
the beneficiaries of any trust described in clause (ii).
2.17 "Plan" means the 1997 Long-Term Incentive Plan of Corrpro
Companies, Inc.
2.18 "Regulation T" means Part 220, chapter II, title 12 of the Code
of Federal Regulations, issued by the Board of Governors of the Federal
Reserve System pursuant to the Exchange Act, as amended from time to time,
or any successor regulation which may hereafter be adopted in lieu thereof.
2.19 "Restricted Stock Award Agreement" means an Award Agreement
executed in connection with a Restricted Stock Award.
2.20 "Restricted Stock Award" means the right to receive Shares, but
subject to forfeiture and/or other restrictions set forth in the related
Restricted Stock Award Agreement and the Plan.
2.21 "Rule 16b-3" means Rule 16b-3 of the General Rules and
Regulations of the Securities and Exchange Commission as in effect at the
time of reference, or any successor rules or regulations which may
hereafter be adopted in lieu thereof, and any reference to any specific
provisions of Rule 16b-3 shall refer to the corresponding provisions of
Rule 16b-3 as it may hereafter be amended or replaced.
2.22 "SAR" means a stock appreciation right, which is a right to
receive an amount in cash, or Shares, or a combination of cash and Shares,
as determined or approved by the Committee, no greater than the excess, if
any, of (i) the Fair Market Value of a Share on the date the SAR is
exercised, over (ii) the SAR Base Price.
2.23 "SAR Base Price" means the Fair Market Value of a Share on the
date an SAR was granted, or if the SAR was granted in tandem with an Option
(whether or not the Option was granted on a different date than the SAR),
in the Committee's discretion, the option price of a Share subject to the
Option.
2.24 "Shares" means shares of the Company's common stock, without par
value, or, if by reason of the adjustment provisions contained herein, any
rights under an Award under the Plan pertain to any other security, such
other security.
2.25 "Stock Bonus Award" means the right to receive Shares as
provided in Section 10 of the Plan.
2.26 "Subsidiary" or "Subsidiaries" means any corporation or
corporations other than the employer corporation in an unbroken chain of
corporations beginning with the employer corporation if each of the
corporations other than the last corporation in the unbroken chain owns
stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.
2.27 "Successor" means the legal representative of the estate of a
deceased Participant or the person or persons who shall acquire the right
to exercise or receive an Award by bequest or inheritance or by reason of
the death of the Participant.
2.28 "Term" means the period during which a particular Award may be
exercised.
3. STOCK SUBJECT TO THE PLAN. There will be reserved for use, upon the
issuance, vesting or exercise of Awards to be granted from time to time under
the Plan, an aggregate of (i) three hundred seventy-five thousand (375,000) new
Shares, and (ii) six hundred fifty-three thousand five hundred ninety (653,590)
Shares subject to stock options (other than under the 1994 Corrpro Outside
Directors' Stock Option Plan) granted prior to the Effective Date but only to
the extent of the surrender, lapse, expiration, forfeiture, termination or
exercise of such options, which Shares may be, in whole or in part, as the Board
shall from time to time determine, authorized but unissued Shares, or issued
Shares which shall have been reacquired by the Company. Any Shares (a) issued
upon exercise of Awards under the Plan, or (b) subject to issuance upon exercise
of Awards under the Plan, but which are not issued because of a
<PAGE> 4
surrender, lapse, expiration, forfeiture or termination of any such Award prior
to issuance of the Shares, shall once again be available for issuance in
satisfaction of Awards. Similarly, any Shares issued pursuant to a Restricted
Stock Award which are subsequently forfeited pursuant to the terms of the
related Restricted Stock Award Agreement shall once again be available for
issuance in satisfaction of Awards.
4. ADMINISTRATION OF THE PLAN. The Board may appoint a Committee to
administer the Plan, which Committee shall consist of not less than two (2)
disinterested directors as defined in Rule 16b-3. Subject to the provisions of
the Plan, the Committee or the Board shall have full authority, in its
discretion, to determine the Participants to whom Awards shall be granted, the
number of Shares to be covered by each of the Awards, and the terms of any such
Award; to amend or cancel Awards (subject to Section 21 of the Plan), to
accelerate the vesting of Awards; to require the cancellation or surrender of
any previously granted awards under this Plan or any other plans of the Company
as a condition to the granting of an Award, to interpret the Plan; and to
prescribe, amend, and, rescind rules and regulations relating to the Plan, and
generally to interpret and determine any and all matters whatsoever relating to
the administration of the Plan and the granting of Awards hereunder. The Board
may from time to time appoint members to the Committee in substitution for or in
addition to members previously appointed and may fill vacancies, however caused,
in the Committee. The Committee shall select one of its members as its chairman
and shall hold its meetings at such times and places as it shall deem advisable.
A majority of its members shall constitute a quorum. Any action of the Committee
may be taken by a written instrument signed by all of the members, and any
action so taken shall be fully as effective as if it had been taken by a vote of
a majority of the members at a meeting duly called and held. The Committee shall
make such rules and regulations for the conduct of its business as it shall deem
advisable and shall appoint a Secretary who shall keep minutes of its meetings
and records of all action taken in writing without a meeting. No member of the
Committee shall be liable, in the absence of bad faith, for any act or omission
with respect to his or her service on the Committee. Notwithstanding anything in
the Plan to the contrary any and all rights conferred upon the Committee shall
also be conferred upon the Board.
5. PARTICIPANTS TO WHOM AWARDS MAY BE GRANTED. Awards may be granted in
each calendar year or portion thereof while the Plan is in effect to such of the
Participants as the Committee, in its discretion, shall determine. In
determining the Participants to whom Awards shall be granted and the number of
Shares to be issued or subject to purchase or issuance under such Awards, the
Committee shall take into account the recommendations of the Company's
management as to the duties of the respective Participants, their present and
potential contributions to the success of the Company and its Subsidiaries, and
such other factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan. No Award shall be granted to any member
of the Committee so long as his or her membership on the Committee continues or
to any member of the Board who is not also an officer or key employee of the
Company or any Subsidiary.
6. STOCK OPTIONS.
6.1 Types of Options. Options granted under the Plan shall be
Non-Qualified Stock Options. The Award Agreement shall designate an Option
as a Non-Qualified Stock Option.
6.2 Option Price. The option price per Share of any Non-Qualified
Stock Option granted under the Plan shall be the Fair Market Value of the
Shares covered by the Option on the date the Option is granted unless the
Committee, in its sole discretion, determines to set the option price at an
amount less than or greater than the Fair Market Value of the Shares on
such date.
6.3 Term of Options. Options granted hereunder shall be exercisable
for a Term of not more than ten (10) years from the date of grant thereof,
but shall be subject to earlier termination as hereinafter provided. Each
Award Agreement issued hereunder shall specify the Term of the Option,
which shall be determined by the Committee in accordance with its
discretionary authority hereunder.
<PAGE> 5
7. STOCK APPRECIATION RIGHTS.
7.1 Grant of SAR. The Committee, in its discretion, may grant a
Participant an SAR in tandem with an Option or may grant a Participant an
SAR on a stand alone basis. The Committee, in its discretion, may grant an
SAR in tandem with an Option either at the time the Option is granted or at
any time after the Option is granted. The Committee, in its discretion, may
grant an SAR in tandem with an Option which is exercisable either in lieu
of, or in addition to, the exercise of the related Option.
7.2 Limitations on Exercise. Each SAR granted in tandem with an
Option shall be exercisable to the extent, and only to the extent, the
related Option is exercisable and shall be for such Term as the Committee
may determine (which Term may not to exceed ten (10) years and may expire
prior to the Term of the related Option). Each SAR granted on a stand alone
basis shall be exercisable to the extent, and for such Term, as the
Committee may determine. The SARs shall be subject to such other terms and
conditions as the Committee, in its discretion, shall determine, which are
not otherwise inconsistent with the Plan. The terms and conditions may
include Committee approval of the exercise of the SAR, limitations on the
time within which and the extent to which such SAR shall be exercisable,
limitations, if any, on the amount of appreciation in value which may be
recognized with regard to such SAR, and specification of what portion, if
any, of the amount payable to the Participant upon exercise of such SAR
shall be payable in cash and what portion, if any, shall be payable in
Shares. If, and to the extent, that Shares are issued in satisfaction of
amounts payable on exercise of an SAR, the Shares shall be valued at their
Fair Market Value on the date of exercise.
7.3 Surrender of Option or SAR Granted in Tandem. If the Award
Agreement related to the grant of an SAR in tandem with an Option provides
that the SAR can only be exercised in lieu of the related Option, then,
upon exercise of such SAR, the related Option or portion thereof with
respect to which such SAR is exercised shall be deemed surrendered and
shall not thereafter be exercisable and, similarly, upon exercise of the
Option, the related SAR or portion thereof with respect to which such
Option is exercised shall be deemed surrendered and shall not thereafter be
exercisable. If the Award Agreement related to the grant of an SAR in
tandem with an Option provides that the SAR can be exercised in addition to
the related Option, then, upon exercise of such SAR, the related Option or
portion thereof with respect to which such SAR is exercised shall not be
deemed surrendered and shall continue to be exercisable and, similarly,
upon exercise of the Option, the related SAR or portion thereof with
respect to which such Option is exercised shall not be deemed surrendered
and shall continue to be exercisable.
8. RESTRICTED STOCK AWARDS. Restricted Stock Awards granted under the Plan
shall be subject to such terms and conditions as the Committee may, in its
discretion, determine and set forth in the related Restricted Stock Award
Agreements. The Committee, in its discretion, may grant a Participant a
Restricted Stock Award on a stand alone basis or in tandem with an Option.
Restricted Stock Awards shall be granted in accordance with, and subject to, the
provisions set forth below.
8.1 Issuance of Shares. Each Restricted Stock Award shall be
evidenced by a Restricted Stock Award Agreement which shall set forth the
number of Shares issuable under the Restricted Stock Award. Subject to the
restrictions in Section 8.3 of the Plan, and subject further to such other
restrictions or conditions established by the Committee, in its discretion,
and set forth in the related Restricted Stock Award Agreement (such as
requiring the Participant to pay an amount equal to the aggregate par
value, if any, of the Shares to be issued thereunder), the number of Shares
granted under a Restricted Stock Award shall be issued in the recipient
Participant's name on the date of grant of such Restricted Stock Award or
as soon as reasonably practicable thereafter.
8.2 Rights of Recipient Participants. Shares received pursuant to
Restricted Stock Awards shall be duly issued or transferred to the
Participant, and a certificate or certificates for such Shares shall be
issued in the Participant's name. Subject to the restrictions in Section
8.3 of the Plan, and subject further to such other restrictions or
conditions established by the Committee, in its
<PAGE> 6
discretion, and set forth in the related Restricted Stock Award Agreement,
the Participant shall thereupon be a stockholder with respect to all the
Shares represented by such certificate or certificates and shall have all
the rights of a stockholder with respect to such Shares, including the
right to vote such Shares and to receive dividends and other distributions
paid with respect to such Shares. In aid of the restrictions in Section 8.3
of the Plan and in the related Restricted Stock Award Agreement, the
certificate or certificates for Shares awarded hereunder, together with a
suitably executed stock power signed by such recipient Participant, shall
be held by the Company in its control, or at the option of the Company, in
a trust established by the Company, for the account of such Participant (i)
until the restrictions in Section 8.3 of the Plan and in the related
Restricted Stock Award Agreement lapse pursuant to the Plan or the
Restricted Stock Award Agreement, at which time a certificate for the
appropriate number of Shares (free of all restrictions imposed by the Plan
or the Restricted Stock Award Agreement) shall be delivered to the
Participant, or (ii) until such Shares are forfeited to the Company and
canceled as provided by the Plan or the Restricted Stock Award Agreement.
8.3 Restrictions. Except as otherwise determined by the Committee in
its sole discretion, each Share issued pursuant to a Restricted Stock Award
Agreement shall be subject, in addition to any other restrictions set forth
in the related Restricted Stock Award Agreement, to the following
restrictions until such restrictions have lapsed pursuant to Section 8.4 of
the Plan:
(a) Disposition. The Shares awarded to a Participant and held by
the Company pursuant to Section 8.2 of the Plan, and the right to vote
such Shares or receive dividends on such Shares, may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of;
provided, however, that such Shares may be transferred upon the death of
the Participant to the Participant's Successor. Any transfer or
purported transfer of such Shares in violation of the restrictions
outlined in this Section 8.3 shall be null and void and shall result in
the forfeiture of the Shares transferred or purportedly transferred to
the Company without notice and without consideration.
(b) Forfeiture. The Shares awarded to a Participant and held by
the Company pursuant to Section 8.2 of the Plan shall be forfeited to
the Company without notice and without consideration therefor
immediately upon the termination of the Participant's employment with
the Company and all Subsidiaries of the Company for any reason other
than (i) death, (ii) disability, (iii) retirement, (iv) the
Participant's attainment of age sixty-five (65).
8.4 Lapse of Restrictions. Except as otherwise determined by the
Committee in its sole discretion, the restrictions set forth in Section 8.3
of the Plan on Shares issued under a Restricted Stock Award shall lapse on,
and certificates for the Shares held for the account of the Participant in
accordance with Section 8.2 of the Plan hereof shall be appropriately
distributed to the Participant as soon as reasonably practical after, the
earliest of:
(a) the Participant's death;
(b) the termination of the Participant's employment by reason of
the Participant being "disabled" as defined in Section 22(e)(3) of the
Code;
(c) the Participant's early, normal or late retirement pursuant to
the retirement plans of the Company or any of its Subsidiaries;
(d) the Participant's attainment of age sixty-five (65); or
(e) (i) the first anniversary of the date of grant with respect to
one-third ( 1/3) of the Shares originally awarded,
(ii) the second anniversary of the date of grant with respect to
an additional one-third ( 1/3) of the Shares originally awarded, and
(iii) the third anniversary of the date of grant with respect to
the balance of the Shares originally awarded.
<PAGE> 7
8.5 Surrender of Options or Restricted Stock Granted in Tandem. If
the Restricted Stock Award Agreement related to the grant of a Restricted
Stock Award in tandem with an Option provides that the Option can only be
exercised in lieu of the scheduled vesting of the Restricted Stock Award,
then, upon vesting of the Shares subject to the Restricted Stock Award, the
related Option or portion thereof with respect to which such Restricted
Stock Award becomes vested shall be deemed surrendered and shall not
thereafter be exercisable and, similarly, upon exercise of the Option, the
Shares subject to the related Restricted Stock Award or portion thereof
with respect to which such Option is exercised shall be deemed forfeited to
the Company and shall be cancelled as provided by the Plan or the
Restricted Stock Award Agreement.
9. STOCK BONUS AWARDS. Stock Bonus Awards may be granted under the Plan
with respect to Shares, and shall be granted, subject to the provisions of the
Plan, upon such terms and conditions as the Committee may determine in its
discretion. The Committee, in its discretion, may require the Participants to
whom Stock Bonus Awards are granted to pay the Company an amount equal to the
aggregate par value, if any, of the Shares to be issued to such Participants.
Subject to the Participant delivering in cash or by check the amounts, if any,
required to be paid pursuant to this Section 9 or pursuant to Section 18 of the
Plan (relating to taxes), a certificate or certificates for such Shares shall be
issued in the Participant's name as soon as reasonably practicable following the
date of grant, or if such payments are required, following the date of such
payments. The Company shall deliver such certificate or certificates to the
Participant and the Participant shall thereupon be a stockholder with respect to
all Shares represented by such certificate or certificates and shall have all
the rights of a stockholder with respect to such Shares.
10. DATE OF GRANT. The date of grant of an Award granted hereunder shall
be the date on which the Committee acts in granting the Award.
11. EXERCISE OF RIGHTS UNDER OPTIONS OR SARS.
11.1 Notice of Exercise. A Participant entitled to exercise an Option
or SAR shall do so by delivery of a written notice to that effect
specifying the number of Shares with respect to which the Option or SAR is
being exercised and any other relevant information the Committee may
require. The notice shall be accompanied by payment in full of the purchase
price of any Shares to be purchased, which payment may be made in cash or,
with the Committee's approval, in Shares valued at Fair Market Value at the
time of exercise or a combination thereof. No Shares shall be issued upon
exercise of an Option until full payment has been made therefor. A
Participant exercising an SAR or an Option granted in tandem with an SAR
may, if the terms and conditions of the Award so provide, state in the
notice of exercise what percentage of the SAR the Participant desires to be
paid in cash or Shares, in which event the Committee may honor the request
so made or satisfy the SAR in cash or Shares or some combination of each,
as the Committee may determine in its sole discretion. All notices or
requests provided for herein shall be delivered to the Company's Secretary,
or such other person as the Committee may designate.
11.2 Cashless Exercise Procedures. The Company, in its sole
discretion, may establish procedures whereby a Participant, subject to the
requirements of Rule 16b-3, Regulation T, federal income tax laws, and
other federal, state and local tax and securities laws, can exercise an
Option or a portion thereof without making a direct payment of the option
price to the Company. If the Company so elects to establish a cashless
exercise program, the Company shall determine, in its sole discretion, and
from time to time, such administrative procedures and policies as it deems
appropriate and such procedures and policies shall be binding on any
Employee wishing to utilize the cashless exercise program.
12. AWARD TERMS AND CONDITIONS. Each Award or each agreement setting forth
an Award shall contain such other terms and conditions not inconsistent herewith
as shall be approved by the Committee.
13. RIGHTS OF AWARD HOLDER. The holder of an Award shall not have any of
the rights of a stockholder with respect to the Shares subject to purchase or
receipt under the Award, except that (a) an
<PAGE> 8
Award holder's rights with respect to a Restricted Stock Award shall be as
prescribed in Section 8.2 and (b) stockholder rights with respect to any other
Award shall arise at the time and to the extent that one or more certificates
for such Shares shall be delivered to the holder upon the due exercise or grant
of the Award.
14. NONTRANSFERABILITY OF AWARDS. An Award shall not be transferable other
than: (a) by will or the laws of descent and distribution, and an Award subject
to exercise may be exercised, during the lifetime of the holder of the Award,
only by the holder or in the event of death, the holder's Successor, or in the
event of disability, the holder's personal representative, or (b) pursuant to a
qualified domestic relations order, as defined in the Code or ERISA or the rules
thereunder, or (c) with respect to Non-qualified Options only, to Permitted
Transferees.
15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes in
all of the outstanding Shares by reason of stock dividends, stock splits,
reclassifications, recapitalizations, mergers, consolidations, combinations, or
exchanges of shares, separations, reorganizations or liquidations, or similar
events, or in the event of extraordinary cash or non-cash dividends being
declared with respect to the Shares, or similar transactions or events, the
number and class of Shares available under the Plan in the aggregate, the number
and class of Shares subject to Awards theretofore granted, applicable purchase
prices and all other applicable provisions, may, subject to the provisions of
the Plan, be equitably adjusted by the Committee (which adjustment may, but need
not, include payment to the holder of an Option or SAR, in cash or in shares, in
an amount equal to the difference between the price at which such Option or SAR
may be exercised and the then current fair market value of the Shares subject to
such Option or SAR as equitably determined by the Committee). Notwithstanding
the foregoing, no adjustment shall be made to the extent the Company would have
to account for such adjustment as additional compensation expense under
generally accepted accounting principals in effect at the time of such
adjustment. The foregoing adjustment and the manner of application of the
foregoing provisions shall be determined by the Committee, in its sole
discretion. Any such adjustment may provide for the elimination of any
fractional share which might otherwise become subject to an Award.
16. CHANGE IN CONTROL. Notwithstanding anything to the contrary in the
Plan or any Award Agreement, in the case of a Change in Control of the Company,
the Committee may, in its discretion, taking into account the purposes of this
Plan, determine, on a case by case basis, that each Award granted under the Plan
shall, subject to the following provisions, terminate ninety (90) days after the
occurrence of such Change in Control but, in the event of any such termination:
(a) An Option or SAR holder shall have the right, commencing at least
five (5) days prior to such Change in Control and subject to any other
limitation on the exercise of such Option or SAR in effect on the date of
exercise (other than vesting), to immediately exercise any Options or
Restricted Stock Awards, including those granted in tandem with SARs, or
SARs in full, without regard to any vesting limitations, to the extent they
shall not have been theretofore exercised; and
(b) All restrictions on Restricted Stock Awards shall immediately
lapse, certificates for the affected Shares shall be appropriately
distributed and any Options in tandem with Restricted Stock Awards will be
deemed to have been surrendered.
17. FORMS OF AWARDS. Nothing contained in the Plan nor any resolution
adopted or to be adopted by the Board or by the stockholders of the Company
shall constitute the granting of any Award. An Award shall be granted hereunder
only by action taken by the Committee in granting an Award. Whenever the
Committee shall designate a Participant for the receipt of an Award, the
Company's Secretary, or such other person as the Committee may designate, shall
forthwith send notice thereof to the Participant, in such form as the Committee
shall approve, stating the number of Shares subject to the Award, its Term, and
the other terms and conditions thereof. The notice shall be accompanied by a
written Award Agreement in such form as may from time to time hereafter be
approved by the Committee, which shall have been duly executed by or on behalf
of the Company. If the surrender of previously issued Awards is made a condition
of the grant, the notice shall set forth the pertinent details
<PAGE> 9
of such condition. Execution by the Participant to whom such Award is granted of
said Award Agreement in accordance with the provisions set forth in this Plan
shall be a condition precedent to the exercise or receipt of any Award.
18. TAXES.
18.1 Right to Withhold Required Taxes. The Company shall have the
right to require a person entitled to receive Shares pursuant to the
receipt, vesting or exercise of an Award under the Plan to pay the Company,
in cash or Shares, the amount of any taxes which the Company is or will be
required to withhold with respect to such Shares before the certificate for
such Shares is delivered pursuant to the Award. Furthermore, the Company
may elect to deduct such taxes from any other amounts then payable in cash
or in shares or from any other amounts payable any time thereafter to the
Participant. The Company shall also have the right to deduct from any cash
payment payable to a person pursuant to an Award the amount of any taxes
which the Company is required by law to withhold with respect to such cash
payment.
18.2 Participant Election to Withhold Shares. Subject to Committee
approval, a Participant may elect to satisfy the tax liability with respect
to the exercise of an Option by having the Company withhold Shares
otherwise issuable upon exercise of the Option; provided, however, that if
a Participant is subject to Section 16(b) of the Exchange Act at the time
the Option is exercised, such election must satisfy the requirements of
Rule 16b-3.
19. TERMINATION OF THE PLAN. The Plan shall terminate ten (10) years from
the date hereof, and an Award shall not be granted under the Plan after that
date although the terms of any Awards may be amended at any date prior to the
end of its Term in accordance with the Plan. Any Awards outstanding at the time
of termination of the Plan shall continue in full force and effect according to
the terms and conditions of the Award and this Plan.
20. AMENDMENT OF THE PLAN. The Plan may be amended at any time and from
time to time by the Board, but no amendment without the approval of the
stockholders of the Company shall be made if stockholder approval under Rule
16b-3 would be required. Notwithstanding the discretionary authority granted to
the Committee in Section 4 of the Plan, no amendment of the Plan or any Award
granted under the Plan shall impair any of the rights of any holder, without the
holder's consent, under any Award theretofore granted under the Plan.
21. DELIVERY OF SHARES ON EXERCISE OR GRANT. Delivery of certificates for
Shares pursuant to the grant or exercise of an Award may be postponed by the
Company for such period as may be required for it with reasonable diligence to
comply with any applicable requirements of any federal, state or local law or
regulation or any administrative or quasi-administrative requirement applicable
to the sale, issuance, distribution or delivery of such Shares. The Committee
may, in its sole discretion, require a Participant to furnish the Company with
appropriate representations and a written investment letter prior to the
exercise of an Award or the delivery of any Shares pursuant to an Award.
22. FEES AND COSTS. The Company shall pay all original issue taxes on the
issuance or exercise of any Award granted under the Plan and all other fees and
expenses necessarily incurred by the Company in connection therewith.
23. EFFECTIVENESS OF THE PLAN. The Plan shall become effective when
approved by the Board. The Plan shall thereafter be submitted to the Company's
stockholders for approval and unless the Plan is approved by the affirmative
votes of the holders of shares having a majority of the voting power of all
shares either (i) represented at a meeting duly held in accordance with Ohio law
within twelve (12) months after being approved by the Board, or (ii) obtained by
a written consent in accordance with Ohio law within twelve (12) months after
being approved by the Board, the Plan and all Awards made under it shall be void
and of no force and effect. In aid of this provision, any Award granted prior to
the approval of the Plan by the Company's stockholders shall be conditioned upon
receipt of such approval.
<PAGE> 10
24. OTHER PROVISIONS. As used in the Plan, and in Awards and other
documents prepared in implementation of the Plan, references to the masculine
pronoun shall be deemed to refer to the feminine or neuter, and references in
the singular or the plural shall refer to the plural or the singular, as the
identity of the person or persons or entity or entities being referred to may
require. The captions used in the Plan and in such Awards and other documents
prepared in implementation of the Plan are for convenience only and shall not
affect the meaning of any provision hereof or thereof.
25. OHIO LAW TO GOVERN. This Plan shall be governed by and construed in
accordance with the laws of the State of Ohio.
<PAGE> 1
EXHIBIT 4.5
1997 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN OF
CORRPRO COMPANIES, INC.
1. PURPOSE OF THE PLAN. This 1997 Non-Employee Directors' Stock Option
Plan of Corrpro Companies, Inc. adopted on this 28th day of April, 1997, is
intended to encourage directors of the Company who are not officers or key
employees of the Company or any of its subsidiaries to acquire or increase their
ownership of common stock of the Company. The opportunity so provided is
intended to foster in participants an incentive to put forth maximum effort for
the continued success and growth of the Company and its subsidiaries, to aid in
retaining individuals who put forth such efforts, and to assist in attracting
the best available individuals to the Company in the future.
2. DEFINITIONS. When used herein, the following terms shall have the
meaning set forth below:
2.1 "Board" means the Board of Directors of Corrpro Companies, Inc.
2.2 "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act (as in
effect on the date the Plan is adopted by the Board), whether or not the
Company is then subject to such reporting requirement; provided, that,
without limitation, such a change in control shall be deemed to have
occurred if:
(a) any person (as defined in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities
representing forty percent (40%) or more of the combined voting power of
the Company's then outstanding securities; provided, however, that a
Change in Control shall not be deemed to occur under this clause (a) by
reason of the acquisition of securities by the Company or an employee
benefit plan (or any trust funding such a plan) maintained by the
Company or by reason of the new issuance of securities directly by the
Company;
(b) During any period of two (2) consecutive years (not including
any period prior to the date the Plan is adopted by the Board) or at any
time during the first two years after the Effective Date there shall
cease to be a majority of the Board comprised of Continuing Directors;
or
(c) (i) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than fifty-one percent
(51%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or (ii) the stockholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the
Company's assets.
2.3 "Code" means the Internal Revenue Code of 1986, as in effect at
the time of reference, or any successor revenue code which may hereafter be
adopted in lieu thereof, and any reference to any specific provisions of
the Code shall refer to the corresponding provisions of the Code as it may
hereafter be amended or replaced.
2.4 "Committee" means the Compensation Committee of the Board or any
other committee appointed by the Board which is invested by the Board with
responsibility for the administration of the Plan.
2.5 "Company" means Corrpro Companies, Inc.
<PAGE> 2
2.6 "Continuing Director" means individuals who at the beginning of
any period of two (2) consecutive years (not including any period prior to
the adoption of this Plan) or during the first two years after the
Effective Date, individuals, who were on the Effective Date, and any new
director(s) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the beginning
of the period (or for the first two years after the Effective Date were
directors on the Effective Date) or whose election or nomination for
election was previously so approved.
2.7 "Directors" means directors who serve on the Board and who are
not employees of the Company or any of its 50% or more direct or indirect
subsidiaries.
2.8 "Effective Date" means April 28, 1997.
2.9 "ERISA" means the Employee Retirement Income Security Act of
1974, as in effect at the time of reference, or any successor law which may
hereafter be adopted in lieu thereof, and any reference to any specific
provisions of ERISA shall refer to the corresponding provisions of ERISA as
it may hereafter be amended or replaced.
2.10 "Exchange Act" means the Securities Exchange Act of 1934, as in
effect at the time of reference, or any successor law which may hereafter
be adopted in lieu thereof, and any reference to any specific provisions of
the Exchange Act shall refer to the corresponding provisions of the
Exchange Act as it may be amended or replaced.
2.11 "Fair Market Value" means, with respect to the Shares, the
closing price reported on the New York Stock Exchange or other national
securities exchange, on the last business day prior to the date on which
the value is determined as reported in the Wall Street Journal or such
other source of quotations for, or report of, the Shares as the Committee
may reasonably select from time to time; provided, however, if the Shares
are not then traded on such an exchange, but are then traded on the
over-the-counter market, Fair Market Value means the mean between the high
and the low bid and asked prices for the Shares on the over-the-counter
market on the last business day prior to the date on which the value is to
be determined (or the next preceding day on which sales occurred if there
were no sales on such date).
2.12 "Grant Date" means during the calendar year in which a director
is first elected to the Board of Directors the date the director is so
elected and for each calendar year thereafter the 30th day of each
September 30 of each calendar year.
2.13 "Option" means the right to purchase the number of Shares
specified by the Plan at a price and for a term fixed by the Plan, and
subject to such other limitations and restrictions as the Plan and the
Committee imposes.
2.14 "Option Agreement" means a written agreement in such form as may
be, from time to time, hereafter approved by the Committee, which shall be
duly executed by the Company and the Director and which shall set forth the
terms and conditions of an Option under the Plan.
2.15 "Permitted Transferees" means (i) the spouse, children or
grandchildren of a Director, (ii) any trustees of any trust made by the
Director primarily for the benefit of any of such persons identified in
clause (i) or for the benefit of the Director, (iii) a corporation or other
entity in which the Director owns a controlling interest, and (iv) the
beneficiaries of any trust described in clause (ii).
2.16 "Plan" means the 1997 Non-Employee Directors' Stock Option Plan
of Corrpro Companies, Inc.
2.17 "Regulation T" means Part 220, chapter II, title 12 of the Code
of Federal Regulations, issued by the Board of Governors of the Federal
Reserve System pursuant to the Exchange Act, as amended from time to time.
<PAGE> 3
2.18 "Rule 16b-3" means Rule 16b-3 of the General Rules and
Regulations under the Exchange Act as in effect at the time of reference,
or any successor rules or regulations which may hereafter be adopted in
lieu thereof, and any reference to any specific provisions of Rule 16b-3
shall refer to the corresponding provisions of Rule 16b-3 as it may
hereafter be amended or replaced.
2.19 "Shares" means shares of the Company's common stock, without par
value, or, if by reason of the adjustment provisions contained herein, any
rights under an Option under the Plan pertain to any other security, such
other security.
2.20 "Successor" means the legal representative of the estate of a
deceased Director or the person or persons who shall acquire the right to
exercise or receive an Option by bequest or inheritance or by reason of the
death of the Director.
2.21 "Term" means the period during which a particular Option may be
exercised.
3. STOCK SUBJECT TO THE PLAN. There will be reserved for use, upon the
exercise of Options to be granted from time to time under the Plan, an aggregate
of fifty thousand (50,000) Shares, which Shares may be, in whole or in part, as
the Board shall from time to time determine, authorized but unissued Shares, or
issued Shares which shall have been reacquired by the Company. Any Shares
subject to issuance upon exercise of Options but which are not issued because of
a surrender, lapse, expiration or termination of any such Option prior to
issuance of the Shares shall once again be available for issuance in
satisfaction of Options.
4. ADMINISTRATION OF THE PLAN. The Board may select a Committee to
administer the Plan. Subject to the provisions of the Plan, the Committee or the
Board shall have full authority, in its discretion, to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, and
generally to interpret and determine any and all matters whatsoever relating to
the administration of the Plan and the granting of Options hereunder. The Board
may, from time to time, appoint members to the Committee in substitution for or
in addition to members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it shall deem
advisable. A majority of its members shall constitute a quorum. Any action of
the Committee may be taken by a written instrument signed by all of the members,
and any action so taken shall be fully as effective as if it had been taken by a
vote of a majority of the members at a meeting duly called and held. The
Committee shall make such rules and regulations for the conduct of its business
as it shall deem advisable and shall appoint a Secretary who shall keep minutes
of its meetings and records of all action taken in writing without a meeting. No
member of the Committee shall be liable, in the absence of bad faith, for any
act or omission with respect to his service on the Committee. Notwithstanding
anything in the Plan to the contrary any and all rights conferred upon the
Committee shall also be conferred upon the Board.
5. GRANT OF OPTIONS.
5.1 Grants to Directors. Each Director who is a Director on the Grant
Date shall be granted an Option on such Grant Date to purchase 2,000 Shares
without further action by the Board or the Committee.
5.2 Limitations. If the number of Shares available to grant under the
Plan on a scheduled Grant Date is insufficient to make all automatic grants
required to be made pursuant to the Plan on such date, then each eligible
Director shall receive an Option to purchase a pro rata number of the
remaining Shares available under the Plan; provided further, however, that
if such proration results in fractional Shares, then such Option shall be
rounded down to the nearest number of whole Shares.
6. BASIC STOCK OPTION PROVISIONS.
6.1 Option Price. The option price per share of any Option granted
under the Plan shall be the Fair Market Value of the Shares covered by the
Option on the date the Option is granted.
<PAGE> 4
6.2 Terms of Options.
(a) Options granted hereunder shall be exercisable for a Term of
ten (10) years from the date of grant thereof, but shall be subject to
earlier termination as hereinafter provided, and
(b) Except as otherwise provided in the Plan, prior to its
expiration or termination, any Option granted hereunder may be exercised
within the following time limitations:
(i) After one (1) year from the date of grant, it may be
exercised as to not more than one-half ( 1/2) of the Shares
originally subject to the Option.
(ii) After two (2) years from the date of grant, it may be
exercised as to any part or all of the Shares originally subject to
the Option.
6.3 Termination of Directorship. In the event a Director ceases to be
a member of the Board (other than by reason of death or disability), then
(a) an Option may be exercised by the Director (to the extent that the
Director was entitled to do so at the termination of his directorship) at
any time within the three (3) months after he ceases to be a member of the
Board, but not beyond the Term of the Option, and (b) the portion of any
Option that has not vested as of the date the Director ceases to be a
member of the Board shall automatically terminate.
6.4 Death or Disability of Director. If a Director dies or becomes
disabled while he is a member of the Board, an Option may be exercised in
full, by his Successor in the event of death, or by him or his personal
representative, as the case may be, in the event of disability, at any time
within twelve (12) months after he ceases to be a member of the Board on
account of such death or disability, but not beyond the Term of the Option.
If a Director, following the termination of his directorship, shall die
within the three (3) months after the date he ceases to be a member of the
Board, an Option may be exercised (to the extent the Director shall have
been entitled to do so at the time of his death), by his Successor, at any
time within twelve (12) months after his death, but not beyond the Term of
the Option.
7. EXERCISE OF RIGHTS UNDER AWARDS.
7.1 Notice of Exercise. A Director entitled to exercise an Option may
do so by delivery of a written notice to that effect specifying the number
of Shares with respect to which the Option is being exercised and any other
information the Committee may require. The notice shall be accompanied by
payment in full of the purchase price of any Shares to be purchased, which
payment shall be made in cash or by certificates of Shares, duly endorsed
in blank, equal in value to the purchase price of the Shares to be
purchased based on their Fair Market Value at the time of exercise or a
combination thereof. No Shares shall be issued upon exercise of an Option
until full payment has been made therefor. All notices or requests provided
for herein shall be delivered to the Company's Secretary, or such other
person as the Committee may designate. No fractional Shares shall be
issued.
7.2 Cashless Exercise Procedures. The Company, in its sole
discretion, may establish procedures whereby a Director, subject to the
requirements of Regulation T, federal income tax laws, and other federal,
state and local tax and securities laws, can exercise an Option or a
portion thereof without making a direct payment of the option price to the
Company. If the Company elects to establish a cashless exercise program, a
Director may utilize such program but only in accordance with such
administrative procedures and policies as the Company deems appropriate and
such procedures and policies shall be binding on any Director wishing to
utilize the cashless exercise program.
8. RIGHTS OF OPTION HOLDER. The holder of an Option shall not have any of
the rights of a stockholder with respect to the Shares subject to purchase or
receipt under his Option, except to the extent that one or more certificates for
such Shares shall be issuable to the holder upon the due exercise of the Option
and the payment in full of the purchase price therefor.
<PAGE> 5
9. NONTRANSFERABILITY OF OPTIONS. An Option shall not be transferable,
other than: (a) by will or the laws of descent and distribution, and an Option
may be exercised, during the lifetime of the holder of the Option, only by the
holder, or in the event of death, the holder's Successor, or in the event of
disability, the holder's personal representative, or (b) pursuant to a qualified
domestic relation order, as defined in the Code or ERISA or the rules thereunder
or (c) to a Permitted Transferee.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes in
all of the outstanding Shares by reason of stock dividends, stock splits,
reclassifications, recapitalizations, mergers, consolidations, combinations, or
exchanges of shares, separations, reorganizations or liquidations, or similar
events, or in the event of extraordinary cash or non-cash dividends being
declared with respect to the Shares, or similar transactions or events, the
number and class of Shares available under the Plan in the aggregate, the number
and class of Shares subject to Options theretofore granted, applicable purchase
prices and all other applicable provisions, shall, subject to the provisions of
the Plan, be equitably adjusted by the Committee (which adjustment may, but need
not, include payment to the holder of an Option, in cash or in shares, in an
amount equal to the difference between the price at which such Option may be
exercised and the then current fair market value of the Shares subject to such
Option as equitably determined by the Committee). The foregoing adjustment and
the manner of application of the foregoing provisions shall be determined by the
Committee, in its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
Option.
11. CHANGE IN CONTROL. Notwithstanding anything to the contrary herein or
in any Option Agreement, in the case of a Change in Control of the Company, each
Option granted under the Plan shall terminate ninety (90) days after the
occurrence of such Change in Control and an Option holder shall have the right,
commencing at least five (5) days prior to such Change in Control and subject to
any other limitation on exercise of an Option in effect on the date of exercise,
to immediately exercise any Option in full, without regard to any vesting
limitations, to the extent it shall not have been previously exercised.
12. FORMS OF OPTIONS. An Option shall be granted hereunder on the date or
dates specified in the Plan. Whenever the Plan provides for the receipt of an
Option by a Director, the Secretary of the Company, or such other person as the
Committee shall appoint, shall forthwith send notice thereof to the Director, in
such form as the Committee shall approve, stating the number of Shares subject
to the Option, its Term, and the other terms and conditions thereof. The notice
shall be accompanied by a written Option Agreement, in such form as may from
time to time hereafter be approved by the Committee, which shall have been duly
executed by or on behalf of the Company. Execution by the Director to whom such
Option is granted of said Option Agreement in accordance with the provisions set
forth in this Plan shall be a condition precedent to the exercise of any Option.
13. TAXES. The Company shall have the right to require a person entitled
to receive Shares pursuant to the exercise of an Option under the Plan to pay
the Company the amount of any taxes which the Company is or will be required to
withhold, if any, with respect to such Shares before the certificate for such
Shares is delivered pursuant to the Option.
14. TERMINATION OF THE PLAN. The Plan shall terminate ten (10) years from
the date the Plan is adopted by the Board, and an Option shall not be granted
under the Plan after that date although the terms of any Option may be amended
at any date prior to the end of its Term in accordance with the Plan. Any Option
outstanding at the time of termination of the Plan shall continue in full force
and effect according to the terms and conditions of the Option and this Plan.
15. AMENDMENT OF THE PLAN. The Plan may be amended at any time and from
time to time by the Board, but no amendment without the approval of the
stockholders of the Company shall be made if stockholder approval under Rule
16b-3 would be required. Notwithstanding any discretionary authority granted to
the Committee in Section 4 of the Plan, no amendment of the Plan or any Option
granted under the Plan shall impair any of the rights of any holder, without the
holder's consent, under any Option theretofore granted under the Plan.
<PAGE> 6
16. DELIVERY OF SHARES ON EXERCISE. Delivery of certificates for Shares
pursuant to an Option exercise may be postponed by the Company for such period
as may be required for it with reasonable diligence to comply with any
applicable requirements of any federal, state or local law or regulation or any
administrative or quasi-administrative requirement applicable to the sale,
issuance, distribution or delivery of such Shares. The Committee may, in its
sole discretion, require a Director to furnish the Company with appropriate
representations and a written investment letter prior to the exercise of an
Option or the delivery of any Shares pursuant thereto.
17. FEES AND COSTS. The Company shall pay all original issue taxes on the
exercise of any Option granted under the Plan and all other fees and expenses
necessarily incurred by the Company in connection therewith.
18. EFFECTIVENESS OF THE PLAN. The Plan shall become effective when
approved by the Board. The Plan shall thereafter be submitted to the Company's
stockholders for approval and unless the Plan is approved by the affirmative
votes of the holders of shares having a majority of the voting power of all
shares either (i) represented at a meeting duly held in accordance with Ohio law
within twelve (12) months after being approved by the Board, or (ii) obtained by
a written consent in accordance with Ohio law within twelve (12) months after
being approved by the Board, the Plan and all Options made under it shall be
void and of no force and effect. In aid of this provision, any Option granted
prior to the approval of the Plan by the Company's stockholders shall be
conditioned upon receipt of such approval.
19. OTHER PROVISIONS. As used in the Plan, and in Option Agreements and
other documents prepared in implementation of the Plan, references to the
masculine pronoun shall be deemed to refer to the feminine or neuter, and
references in the singular or the plural shall refer to the plural or the
singular, as the identity of the person or persons or entity or entities being
referred to may require. The captions used in the Plan and in such Option
Agreements and other documents prepared in implementation of the Plan are for
convenience only and shall not affect the meaning of any provision hereof or
thereof.
20. OHIO LAW TO GOVERN. This Plan shall be governed by and construed in
accordance with the laws of the State of Ohio.
<PAGE> 1
EXHIBIT 5.1
October 24, 1997
Board of Directors
Corrpro Companies, Inc.
1090 Enterprise Drive
Medina, Ohio 44256
Gentlemen:
Corrpro Companies, Inc., an Ohio corporation (the "Company"), intends
to file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, a Registration Statement on Form S-8 (the "Registration
Statement") with respect to 1,078,590 shares (the "Shares") of the Company's
common stock, without par value per share (the "Common Stock"), to be issued
from time to time pursuant to the 1997 Long-Term Incentive Plan of the Company
and the 1997 Non-Employee Directors' Stock Option Plan of the Company
(collectively, the "Plans"). Capitalized terms not defined in this letter have
the meanings given to them in the Plans.
You have requested our opinion in connection with the Company's filing
of the Registration Statement. In this connection, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction
as being true copies, of all such records of the Company, all such agreements,
certificates of officers of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary as a
basis for the opinions expressed in this letter, including, without limitation,
the Company's Amended and Restated Articles of Incorporation and the
Registration Statement.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of rendering
the opinions in this letter as we have deemed necessary. We express no opinion
in this letter concerning any law other than the laws of the State of Ohio.
This opinion is being rendered to you as of today. The opinions
expressed herein assume that there is no change in the facts, circumstances and
law in effect on the date of this opinion, particularly, as they relate to
corporate authority and the Company's good standing under Ohio law. We have
assumed the Company will remain in good standing as an Ohio corporation at all
times when shares of Common Stock are sold pursuant to the Plans.
<PAGE> 2
On the basis of and in reliance on the foregoing, we are of the opinion
that the Shares of the Common Stock to be issued pursuant to the Plans, when and
if issued in accordance with the terms of the Plans, will be legally issued,
fully paid and nonassessable.
The opinion in this letter is rendered only to the Company in
connection with the filing of the Registration Statement. We consent to the
filing of this letter as an exhibit to the Registration Statement. The opinion
may not be relied upon by the Company for any other purpose. This letter may not
be paraphrased, quoted or summarized, nor may it be duplicated or reproduced in
part.
Very truly yours,
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Corrpro Companies, Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1997 Long-Term Incentive Plan of Corrpro
Companies, Inc. and the 1997 Non-Employee Directors' Stock Option Plan of
Corrpro Companies, Inc. of our report dated May 14, 1997 with respect to the
consolidated financial statements of Corrpro Companies, Inc. included in its
Annual Report (Form 10-K) for the year ended March 31, 1997, filed with the
Securities and Exchange Commission.
KPMG PEAT MARWICK LLP
Cleveland, Ohio
October 23, 1997
