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[AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997]
REGISTRATION NO. 333-
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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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WESTERN ATLAS INC.
(Exact name of issuer as specified in its charter)
DELAWARE 95-3899675
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210-4867
(Address of Principal Executive Offices including Zip Code)
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WESTERN ATLAS INC. 1993 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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NORMAN L. ROBERTS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
WESTERN ATLAS INC.
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210-4867
(Name and address of agent for service)
(310) 888-2700
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE OFFERING PRICE (2) REGISTRATION FEE (3)
PER SHARE (2)
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Common Stock,
$1 par value 2,129,459 $59.1875 $126,037,354.56 $38,193.14
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</TABLE>
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(1) In addition to this amount, such indeterminate amount of additional shares
as may become issuable pursuant to the anti-dilution provisions of the Plan.
The amount to be registered represents the number of shares of Common Stock
of the Registrant which have become available for issuance under the terms
of the Plan subsequent to the inception of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) on the basis of the average of the
high and low prices for the Registrant's Common Stock on the New York Stock
Exchange on April 18, 1997, estimated to be the maximum offering price
under the Plan.
(3) Pursuant to Rule 429, the Prospectus to be used to offer the securities
registered hereunder will also be used to offer 394,094 shares registered
on Form S-8 No. 33-76508 filed with the Commission on March 16, 1994. The
registration fee previously paid and applicable to such shares was
$5,469.75.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement:
(1) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 filed with the Commission
pursuant to the Exchange Act on October 12, 1993, as amended on December
13, 1993, January 19, 1994, February 9, 1994, and March 2, 1994.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant under such Sections of
the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Registrant by Norman L. Roberts, Senior
Vice President and General Counsel of the Registrant, 360 North Crescent Drive,
Beverly Hills, California 90210. Mr. Roberts owns 151 shares of Common Stock of
the Registrant and holds options to purchase 77,000 of such shares.
The consolidated balance sheet of the Registrant and subsidiaries as of
December 31, 1996, and 1995, and the related consolidated statements of
income and cash flows for each of the years in the three-year period ended
December 31, 1996, which have been incorporated in this Registration
Statement on Form S-8 by reference, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report dated February 13, 1997,
which is also incorporated herein, and has been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Article SIXTH, Section 2, of the Restated Certificate
of Incorporation of the Registrant, as amended, and to Section 145 of the
General Corporation Law of the State of Delaware as set forth below.
Article SIXTH, Section 2, of the Restated Certificate of Incorporation of
the Registrant, as amended, provides as follows:
"Section 2 INDEMNIFICATION AND INSURANCE
"(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or
was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
maintained or sponsored by the Corporation, whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said Law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, excise taxes pursuant to the Employee Retirement
Income Security Act of 1974 or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in paragraph (b) hereof, the Corporation
shall indemnify any such person seeking indemnification in connection with
a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors of
the
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Corporation. The right to indemnification conferred in this Section shall
be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors and
officers.
"(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under paragraph (a)
of this Section is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that
the claimant has not met the standard of conduct which makes it permissible
under the Delaware General Corporation Law for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable
standard of conduct.
"(c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of this Restated Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
"(d) INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or any person serving at the request of the Corporation as
a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans maintained or sponsored by the
Corporation, against any such expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law."
Section 145 of the General Corporation Law of Delaware provides as follows:
"SECTION 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE
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"(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"(b) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall
be made (1) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (2) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall
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ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems
appropriate.
"(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.
"(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
"(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses
or indemnification brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Court of Chancery may summarily determine a corporation's obligation to
advance expenses (including attorneys' fees)."
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The Registrant provides and maintains insurance covering certain
liabilities (within certain limits) of directors and officers and providing for
reimbursement for amounts paid by the Registrant as indemnification to directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5 Opinion of the Registrant's General Counsel as to the legality of
securities offered under the Western Atlas Inc. 1993 Stock Incentive
Plan.
10 Western Atlas Inc. 1993 Stock Incentive Plan, as amended through the
date of this filing.
23(a) Independent Auditors' Consent, Deloitte & Touche LLP.
23(b) Consent of Counsel (contained in the opinion of the Registrant's
General Counsel, Exhibit 5 hereto).
24(a) Power of Attorney of Directors and Certain Officers.
24(b) Certification of Resolutions authorizing Registrant's signature by
power of attorney.
ITEM 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
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(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(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, or furnished to the
Commission by, the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(c) 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.
(2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beverly Hills, State of California, on the 21st day
of April, 1997.
WESTERN ATLAS INC.
BY: ALTON J. BRANN*
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ALTON J. BRANN
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
/s/ Virginia S. Young
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*BY VIRGINIA S. YOUNG, ATTORNEY-IN-FACT
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 21st day of April, 1997.
SIGNATURES: TITLE:
- ----------- ------
PRINCIPAL EXECUTIVE OFFICER
CHAIRMAN OF THE BOARD AND
ALTON J. BRANN* CHIEF EXECUTIVE OFFICER; DIRECTOR
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ALTON J. BRANN
PRINCIPAL FINANCIAL OFFICER
SENIOR VICE PRESIDENT AND
MICHAEL E. KEANE* CHIEF FINANCIAL OFFICER
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MICHAEL E. KEANE
PRINCIPAL ACCOUNTING OFFICER
CHARLES A. CUSUMANO* VICE PRESIDENT, FINANCE
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CHARLES A. CUSUMANO
PAUL BANCROFT, III* DIRECTOR
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PAUL BANCROFT, III
JOSEPH T. CASEY* DIRECTOR
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JOSEPH T. CASEY
WILLIAM C. EDWARDS* DIRECTOR
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WILLIAM C. EDWARDS
CLAIRE W. GARGALLI* DIRECTOR
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CLAIRE W. GARGALLI
ORION L. HOCH* DIRECTOR
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ORION L. HOCH
STEVEN B. SAMPLE* DIRECTOR
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STEVEN B. SAMPLE
/s/Virginia S. Young
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*BY VIRGINIA S. YOUNG, ATTORNEY-IN-FACT
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EXHIBIT 5
[LETTERHEAD OF
NORMAN L. ROBERTS]
April 16, 1997
Board of Directors
Western Atlas Inc.
360 North Crescent Drive
Beverly Hills, CA 90210
Registration Statement on Form S-8
Western Atlas Inc. 1993 Stock Incentive Plan
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Dear Sirs and Madam:
As Senior Vice President and General Counsel of Western Atlas Inc., a
Delaware corporation (the "Company"), I have examined the Restated Certificate
of Incorporation, as amended, and By-laws of the Company, its minute books and
other corporate records, certain proceedings taken by the Company's Board of
Directors and shareholders to authorize the adoption and subsequent amendment of
the Western Atlas Inc. 1993 Stock Incentive Plan (the "Plan") and the issuance
and sale of shares of the Company's $1 par value Common Stock ("Common Stock")
pursuant to the Plan, and such laws, rules, regulations, and other matters as I
have deemed necessary or appropriate in connection with the following opinion.
Based on such examination and authorization, I am of the opinion that the
Company has been duly organized and is a validly existing corporation under the
laws of the State of Delaware.
I am further of the opinion that the Plan was duly adopted by the Board of
Directors of the Company on March 17, 1994, and subsequently amended on
February 20, 1996, and that the Plan as so amended was approved by the Company's
shareholders on May 7, 1996. It is my opinion that the issuance and sale of up
to 2,129,459 additional shares of Common Stock (such number subject to
adjustment as provided in the Plan), in accordance with the provisions of the
Plan, have been duly authorized by all necessary corporate proceedings; and,
when issued in accordance with the terms of the Plan, the aforesaid shares of
Common Stock will be duly and validly issued, fully paid, and nonassessable.
I am familiar with the Registration Statement being filed on Form S-8
pursuant to the Securities Act of 1933, as amended, relating to a maximum of
2,129,459 additional
<PAGE>
shares of Common Stock (subject to adjustment in accordance with the terms of
the Plan) which may be issuable under the Plan, and hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the use of my
name, and the statements made with respect to me, in Item 5 of the Registration
Statement under the caption "Interests of Named Experts and Counsel."
Very truly yours,
/s/ Norman L. Roberts
Norman L. Roberts
NLR:gcf
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Exhibit 10
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
(AS AMENDED ON FEBRUARY 20, 1996)
SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to give Western Atlas Inc. a competitive
opportunity in attracting, retaining and motivating officers and employees and
to provide the Company and its subsidiaries with the ability to provide
incentives more directly linked to the profitability of the Company's businesses
and increases in stockholder value. The Plan is being adopted in connection with
the distribution of the shares of the common stock of Western Atlas Inc. to the
stockholders of Litton Industries, Inc. An additional purpose of the Plan is to
facilitate the adjustment of the Litton Options in the manner prescribed by the
resolutions of the Compensation and Selection Committee of Litton and the Board
of Directors of Litton adopted on September 30, 1993.
For purposes of the Plan, the following terms are defined as set forth
below:
a. "AFFILIATE" means a corporation or other entity controlled by the
Company and designated by the Committee from time to time as such.
b. "AWARD" means a Stock Option, Stock Appreciation Right or
Restricted Stock.
c. "BOARD" means the Board of Directors of the Company.
d. "CHANGE IN CONTROL" and "CHANGE IN CONTROL PRICE" have the
meanings set forth in Sections 8(b) and (c), respectively.
e. "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
f. "COMMISSION" means the Securities and Exchange Commission or any
successor agency.
g. "COMMITTEE" means the Committee referred to in Section 2.
h. "COMPANY" means Western Atlas Inc., a Delaware corporation.
i. "DISABILITY" means permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan.
j. "DISINTERESTED PERSON" shall mean a member of the Board who
qualifies as a disinterested person as defined in Rule 16b-3(c)(2), as
promulgated by the Commission under the Exchange Act, or any successor
definition adopted by the Commission and also qualifies as an "outside
director" for purposes of Section 162(m) of the Code.
k. "DISTRIBUTION" means the distribution of all of the Stock to the
stockholders of Litton.
l. "DISTRIBUTION OPTIONS" means Stock Options granted to effectuate
the adjustments referred to in the third sentence of Section 1 of the
Plan.
m. "ELIGIBLE PERSON" has the meaning stated in Section 4 of the
Plan.
n. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
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o. "FAIR MARKET VALUE" means, except as provided in Sections 5(j)
and 6(b)(ii)(2), as of any given date, the mean between the highest
and lowest reported sales prices of the Stock on the New York Stock
Exchange Composite Tape or, if not listed on such exchange, on any
other national securities exchange on which the Stock is listed or on
NASDAQ. If there is no regular public trading market for such Stock,
the Fair Market Value of the Stock shall be determined by the
Committee in good faith.
p. "INCENTIVE STOCK OPTION" means any Stock Option designated as,
and qualified as, an "incentive stock option" within the meaning of
Section 422 of the Code.
q. "LITTON" means Litton Industries, Inc., a Delaware corporation.
r. "LITTON HOLDER" means a holder of a Stock Option who is employed
by Litton or an affiliate of Litton or is a director of Litton
immediately after the Distribution.
s. "LITTON OPTION" means an option to purchase shares of the common
stock of Litton Industries, Inc. which is outstanding under the Litton
Industries, Inc., 1984 Long-Term Stock Incentive Plan or the Litton
Industries, Inc., Director Stock Option Plan immediately prior to the
Distribution.
t. "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not
an Incentive Stock Option.
u. "PERFORMANCE GOALS" means the performance goals, if any,
established by the Committee in writing prior to the grant or award of
Stock Options, Stock Appreciation Rights or Restricted Stock that are
based on the attainment of a specified level of one or any combination
of the following: return on capital utilized ("ROCU"), return on
tangible equity ("ROTE"), return on equity ("ROE"), return on assets
("ROA"), return on capital ("ROC"), cash flow ("CF"), revenue growth
("RG") or return on revenue ("ROR") of the Company or of any business
unit thereof within which the participant is primarily employed, or
that are based, in whole or in part, on a level or levels of increase
in the Fair Market Value of the Stock, and that are intended to
qualify under Section 162(m)(4)(c) of the Code. For purposes of the
Plan, ROCU, ROTE, ROE, ROA, ROC, CF, RG and ROR shall have the
meanings set forth in Exhibit A hereto. Such Performance Goals shall
be set by the Committee within the time period prescribed by Section
162(m) of the Code and related regulations.
v. "PLAN" means the Western Atlas Inc. 1993 Stock Incentive Plan, as
set forth herein and as hereinafter amended from time to time.
w. "RESTRICTED STOCK" means an award granted under Section 7.
x. "RETIREMENT" means retirement from active employment under a
pension plan (or other contractual arrangement equivalent thereto) of
the Company, any subsidiary or Affiliate, or under an employment
contract with any of them, or termination of employment at or after
age 55 under circumstances which the Committee, in its sole discretion,
deems equivalent to retirement.
y. "RULE 16B-3" means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.
z. "STOCK" means common stock, par value $1.00 per share, of the
Company.
aa. "STOCK APPRECIATION RIGHT" means a right granted under Section 6.
bb. "STOCK OPTION" means an option granted under Section 5.
cc. "TERMINATION OF EMPLOYMENT" means the termination of the
participant's employment with the Company and any subsidiary or
Affiliate. A participant on a non-medical leave of absence shall,
unless such leave of absence is otherwise approved by the Committee,
be deemed to incur a Termination of Employment. A participant employed
by a subsidiary or an Affiliate shall also be deemed to incur a
Termination of Employment if the subsidiary or Affiliate ceases to be
such a subsidiary or Affiliate, as the case may be, and the participant
does not immediately thereafter become an employee of the Company or
another subsidiary or Affiliate. Notwithstanding the foregoing, if a
participant terminates employment by reason of either Retirement or
Disability, the participant will be considered to be an Eligible Person
for purposes of this Plan so long as the following conditions are met:
(i) the participant and
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the Company enter into a written agreement, with the approval of the
Committee, pursuant to which the participant renders such advisory or
consulting services to the Company as may be required by said agreement
from time to time; (ii) the participant shall not, without prior written
consent of the Company, disclose or utilize confidential information or
material concerning the Company, its business and affairs, except in
furtherance of the Company's interests and at its request; and (iii) the
participant shall not engage in any activity which competes or conflicts
with, or is inimical to, the best interests of the Company.
In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee of the Board
or such other committee of the Board, composed solely of not less than two
Disinterested Persons, each of whom shall be appointed by and serve at the
pleasure of the Board. If at any time no Committee shall be in office, the
functions of the Committee specified in the Plan shall be exercised by the
Board.
The Committee shall have plenary authority to grant Awards pursuant to
the terms of the Plan to officers and other key employees of the Company and its
subsidiaries and Affiliates.
Among other things, the Committee shall have the authority, subject to
the terms of the Plan:
(a) to select the Eligible Persons to whom Awards may from time to time
be granted;
(b) to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights and
Restricted Stock or any combination thereof are to be granted hereunder;
(c) to determine the number of shares of Stock to be covered by each
Award granted hereunder;
(d) to determine the terms and conditions of any Award granted
hereunder including, but not limited to, the option price (subject to
Section 5(a)), any vesting condition, restriction or limitation (which may be
related to the performance of the participant, the Company or any subsidiary
or Affiliate) and any vesting acceleration or forfeiture waiver regarding
any Award and the shares of Stock relating thereto, based on such factors as
the Committee shall determine;
(e) subject to the limitations set forth in the third paragraph of
Section 10 hereof, to modify, amend or adjust the terms and conditions of
any Award at any time or from time to time, including, but not limited
to the Performance Goals or measurements applicable to
performance-based Awards pursuant to the terms of the Plan; PROVIDED,
HOWEVER, that no such modification or amendment may be made if it could, in
the best judgment of the Committee, eliminate or reduce the ability of any
Award held by any participant who may be subject to the limits on
deductibility of compensation provided in Section 162(m) of the Code to
qualify for the performance-based exemption under Section 162(m) of the Code;
(f) to determine to what extent and under what circumstances Stock
and other amounts payable with respect to an Award shall be deferred; and
(g) to determine under what circumstances a Stock Option may be
settled in cash or Stock under Section 5(j);
PROVIDED, HOWEVER, that Distribution Options shall be substantially in the form
and contain the terms and conditions prescribed by the Compensation and
Selection Committee of the board of directors of Litton (or, with respect to
Distribution Options issued in connection with the Litton Industries, Inc.,
Director Stock Option Plan, the board of directors of Litton as a whole) by
resolutions adopted on September 30, 1993, and approved by the stockholders of
Litton on December 8, 1993, it being understood that Distribution Options of
Litton Holders who are not employees of the Company after the Distribution may
require specified periods of service with Litton as a condition to the
exercisability thereof.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.
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The Committee may act only by a majority of its members then in office,
except that the members thereof may (i) delegate to an officer of the Company
the authority to make decisions pursuant to paragraphs (c), (f), (g), (h) and
(i) of Section 5 (provided that no such delegation may be made that would cause
Awards or other transactions under the Plan to cease to be exempt from Section
16(b) of the Exchange Act or Section 162(m) of the Code) and (ii) authorize any
one or more of their number or any officer of the Company to execute and deliver
documents on behalf of the Committee.
Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole discretion of the Committee or such delegate at the time of
the grant of the Award or, unless in contravention of any express term of the
Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Plan participants.
SECTION 3. STOCK SUBJECT TO PLAN.
Subject to adjustment as provided herein, the total number of shares of
Stock available for grant under the Plan shall be 3,500,000 plus (i) a number of
shares of Stock equal to one and one-half percent (1.5%) of the total number of
shares of Stock outstanding as of the first day of the years 1995 and 1996 and
(ii) a number of shares of Stock equal to one percent (1%) of the total number
of shares of Stock outstanding as of the first day of each year beginning after
December 31, 1996, for which the Plan is in effect; provided that any shares
available for grant in a particular calendar year which are not, in fact,
granted in such year shall be added to the shares available for grant in any
subsequent calendar year; however, no more than 2,250,000 shares of Stock shall
be cumulatively available for grant of Incentive Stock Options over the life of
the Plan and no more than 30% of the shares of Stock available for grant under
the Plan as of the first day of any fiscal year during which the Plan is in
effect shall be utilized in that fiscal year for the grant of Awards in the form
of Restricted Stock. Shares subject to an Award under the Plan may be authorized
and unissued shares or may be treasury shares.
If any shares of Restricted Stock are forfeited for which the participant
did not receive any benefits of ownership (as such phrase is construed by the
Commission or its Staff), or if any Stock Option (and related Stock Appreciation
Right, if any) terminates without being exercised, or if any Stock Appreciation
Right is exercised for cash, shares subject to such Awards shall again be
available for distribution in connection with Awards under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split or extraordinary distribution with
respect to the Stock or other change in corporate structure affecting the Stock,
the Committee or Board may make such substitution or adjustments in the
aggregate number and kind of shares reserved for issuance under the Plan, in the
Maximum Option Grant (as defined in Section 5 hereof), in the number, kind and
option price of shares subject to outstanding Stock Options and Stock
Appreciation Rights, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other equitable
substitution or adjustments as it may determine to be appropriate in its sole
discretion; PROVIDED, HOWEVER, that the number of shares subject to any Award
shall always be a whole number. Such adjusted option price shall also be used to
determine the amount payable by the Company upon the exercise of any Stock
Appreciation Right associated with any Stock Option.
SECTION 4. ELIGIBILITY.
Officers and employees of the Company, its subsidiaries and Affiliates
who are responsible for or contribute to the management, growth and
profitability of the business of the Company, its subsidiaries and Affiliates
are eligible to be granted Awards under the Plan ("Eligible Persons"). In
addition, Distribution Options may be granted to Litton Holders.
SECTION 5. STOCK OPTIONS.
Stock Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types: Incentive Stock Options and
Non-Qualified Stock Options. Except for the Distribution Options, any Stock
Option granted under the Plan shall be in such form as the Committee may from
time to time approve.
The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights); PROVIDED, HOWEVER, that,
in each calendar year, no participant may be granted Stock Options covering more
than 200,000 shares of Stock (the "Maximum
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Option Grant"), not including Distribution Options. Except for Incentive Stock
Options constituting part of the Distribution Options granted to Litton Holders,
Incentive Stock Options may be granted only to employees of the Company and its
subsidiaries (within the meaning of Section 424(f) of the Code). To the extent
that any Stock Option is not designated as an Incentive Stock Option or even if
so designated does not qualify as an Incentive Stock Option, it shall constitute
a Non-Qualified Stock Option.
Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
Non-Qualified Stock Option. The grant of a Stock Option shall occur on the date
the Committee selects an individual to be a participant in any grant of a Stock
Option, determines the number of shares of Stock to be subject to such Stock
Option to be granted to such individual and specifies the terms and provisions
of the Stock Option. Such selection shall be evidenced in the records of the
Company, whether in the minutes of the meetings of the Committee or by consent
in writing. The Company shall notify a participant of any grant of a Stock
Option, and a written option agreement or agreements shall be duly executed and
delivered by the Company to the participant. Such agreement or agreements shall
become effective upon execution by the Company and the participant.
The Committee may, prior to the grant, condition the vesting of any Stock
Option upon the attainment of Performance Goals. The Committee may, in addition
to or instead of requiring satisfaction of Performance Goals, condition vesting
upon the continued service of the participant. The provisions of Awards in the
form of Stock Options (including any applicable Performance Goals) need not be
the same with respect to each participant.
Stock Options granted under the Plan, other than Distribution Options,
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions as the Committee shall deem desirable:
(a) OPTION PRICE. The option price per share of Stock purchasable under
a Stock Option shall be determined by the Committee and set forth in the option
agreement. The option price shall not be less than the Fair Market Value of the
Stock on the date of grant.
(b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after the date the Stock Option is granted.
(c) EXERCISABILITY. Except as otherwise provided herein, Stock Options
shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee. If the Committee provides
that any Stock Option is exercisable only in installments, the Committee may at
any time waive such installment exercise provisions, in whole or in part, based
on such factors as the Committee may determine. In addition, the Committee may
at any time, in whole or in part, accelerate the exercisability of any Stock
Option.
(d) METHOD OF EXERCISE. Subject to the provisions of this Section 5,
Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Company specifying the
number of shares of Stock subject to the Stock Option to be purchased.
The option price of Stock to be purchased upon exercise of any Option
shall be paid in full in cash (by certified or bank check or such other
instrument as the Company may accept) or, if and to the extent set forth in the
option agreement or as otherwise permitted by the Committee, may also be paid by
one or more of the following: (i) in the form of unrestricted Stock already
owned by the optionee for such minimum period of time as may be prescribed by
the Committee and based in any such instance on the Fair Market Value of the
Stock on the date the Stock Option is exercised; PROVIDED, HOWEVER, that, in the
case of an Incentive Stock Option, the right to make a payment in the form of
already owned shares of Stock may be authorized only at the time the Stock
Option is granted; (ii) by requesting the Company to withhold from the number of
shares of Stock otherwise issuable upon exercise of the Stock Option that number
of shares having an aggregate Fair Market Value on the date of exercise equal to
the exercise price for all of the shares of Stock subject to such exercise; or
(iii) by a combination thereof; PROVIDED, HOWEVER, that any payment made in the
manner set forth in (i), (ii) or (iii) above shall, at all times, be subject to
the approval of the Committee.
In the discretion of the Committee, payment for any shares subject to a
Stock Option may also be made by delivering a properly executed exercise notice
to the Company, together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds to pay the
purchase price, and, if requested by the optionee, the amount of any federal,
state, local or foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms.
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No shares of Stock shall be issued until full payment therefor has been
made. An optionee shall have all of the rights of a stockholder of the Company
holding the Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive dividends),
when the optionee has given written notice of exercise, has paid in full for
such shares and, if requested, has given the representation described in Section
12(a).
(e) NON-TRANSFERABILITY OF STOCK OPTIONS. No Stock Option shall be
transferable by the optionee other than (i) by will or by the laws of descent
and distribution or (ii) in the case of a Non-Qualified Stock Option, pursuant
to a qualified domestic relations order (as defined in the Code or Title I of
the Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder). All Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee or by the guardian or legal representative of the
optionee or, in the case of a Non-Qualified Stock Option, its alternate payee
pursuant to such qualified domestic relations order, it being understood that
the terms "holder" and "optionee" include the guardian and legal representative
of the optionee named in the option agreement and any person to whom an option
is transferred by will or the laws of descent and distribution or, in the case
of a Non-Qualified Stock Option, pursuant to a qualified domestic relations
order. The Committee may establish such procedures as it deems appropriate for a
participant to designate a beneficiary to whom any amounts payable in the event
of the participant's death are to be paid or by whom any rights of the
participant, after the participant's death, may be exercised.
(f) TERMINATION BY DEATH. Unless otherwise determined by the Committee,
if an optionee's employment terminates by reason of death, any Stock Option held
by such optionee may thereafter be exercised, to the extent then exercisable, or
on such accelerated basis as the Committee may determine, for a period of one
year (or such other period as the Committee may specify in the option agreement)
from the date of such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter. In the event of termination of
employment due to death, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a Non-Qualified Stock
Option.
(g) TERMINATION BY REASON OF DISABILITY. Unless otherwise determined by
the Committee, if an optionee's employment terminates by reason of Disability,
any Stock Option held by such optionee may thereafter be exercised by the
optionee, to the extent it was exercisable at the time of termination, or on
such accelerated basis as the Committee may determine, for a period of three
years (or such other period as the Committee may specify in the option
agreement) from the date of such termination of employment or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter; PROVIDED, HOWEVER, that if the optionee dies within such three-year
period (or such other period), any unexercised Stock Option held by such
optionee shall, notwithstanding the expiration of such three-year (or such
other) period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of 12 months from the date of such
death or until the expiration of the stated term of such Stock Option, whichever
period is the shorter. In the event of termination of employment by reason of
Disability, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a Non-Qualified Stock Option.
(h) TERMINATION BY REASON OF RETIREMENT. Unless otherwise determined by
the Committee, if an optionee's employment terminates by reason of Retirement,
any Stock Option held by such optionee may thereafter be exercised by the
optionee, to the extent it was exercisable at the time of such Retirement or on
such accelerated basis as the Committee may determine, until the expiration of
the stated term of such Stock Option. In the event of termination of employment
by reason of Retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a Non-Qualified Stock
Option.
(i) OTHER TERMINATION. Unless otherwise determined by the Committee, if
an optionee incurs a Termination of Employment for any reason other than death,
Disability or Retirement, any Stock Option held by such optionee shall thereupon
terminate, except that such Stock Option, to the extent then exercisable, or on
such accelerated basis as the Committee may determine, may be exercised for the
lesser of three months from the date of such Termination of Employment or the
balance of such Stock Option's term; PROVIDED, HOWEVER, that if the optionee
dies within such three-month period, any unexercised Stock Option held by such
optionee shall notwithstanding the expiration of such three-month period,
continue to be exercisable to the extent to which it was exercisable at the time
of death for a period of 12 months from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter. Notwithstanding the foregoing, after a Change in Control, Stock Options
shall remain exercisable following a Termination of Employment described in this
clause (i) for seven months following such termination or until expiration of
the stated term of such Stock Option, whichever period is shorter.
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(j) CASHING OUT OF STOCK OPTION. On receipt of written notice of
exercise, the Committee may elect to cash out all or part of the portion of the
shares of Stock for which a Stock Option is being exercised by paying the
optionee an amount, in cash or Stock, equal to the excess of the Fair Market
Value of the Stock over the option price times the number of shares of Stock for
which the Option is being exercised on the effective date of such cash out.
Cash outs pursuant to this Section 5(j) relating to options held by
optionees who are actually or potentially subject to Section 16(b) of the
Exchange Act shall comply with the "window period" provisions of Rule 16b-3(e),
to the extent applicable, and, in the case of cash outs of Non-Qualified Stock
Options held by such optionees, the Committee may determine Fair Market Value
under the pricing rule set forth in Section 6(b)(ii)(2).
(k) CHANGE IN CONTROL CASH OUT. Notwithstanding any other provision of
the Plan, during the 60-day period from and after a Change in Control (the
"Exercise Period"), unless the Committee shall determine otherwise at the time
of grant, an optionee shall have the right, whether or not the Stock Option is
fully exercisable and in lieu of the payment of the exercise price for the
shares of Stock being purchased under the Stock Option and by giving notice to
the Company, to elect (within the Exercise Period) to surrender all or part of
the Stock Option to the Company and to receive cash, within 30 days of such
notice, in an amount equal to the amount by which the Change in Control Price
per share of Stock on the date of such election shall exceed the exercise price
per share of Stock under the Stock Option (the "Spread") multiplied by the
number of shares of Stock granted under the Stock Option as to which the right
granted under this Section 5(k) shall have been exercised; PROVIDED, HOWEVER,
that if the Change in Control is within six months of the date of grant of a
particular Stock Option held by an optionee who is an officer or director of the
Company and is subject to Section 16(b) of the Exchange Act no such election
shall be made by such optionee with respect to such Stock Option prior to six
months from the date of grant. However, if the end of such 60-day period from
and after a Change in Control is within six months of the date of grant of a
Stock Option held by an optionee who is an officer or director of the Company
and is subject to Section 16(b) of the Exchange Act, such Stock Option shall be
cancelled in exchange for a cash payment to the optionee, such cancellation and
payment to be effected on the day which is six months and one day after the date
of grant of such Option, equal to the Spread multiplied by the number of shares
of Stock granted under the Stock Option. Notwithstanding the foregoing, if any
right granted pursuant to this Section 5(k) would make a Change in Control
transaction ineligible for pooling of interests accounting under APB No. 16 that
but for this Section 5(k) would otherwise be eligible for such accounting
treatment, the Committee shall have the ability to substitute the cash payable
pursuant to this Section 5(k) for Stock with a Fair Market Value equal to the
cash that would otherwise be payable hereunder.
(l) REPLACEMENT OPTIONS. The Committee may provide either at the time
of grant or subsequently that a Stock Option include the right to acquire a
replacement option. A Stock Option which provides for the grant of a replacement
option shall entitle the participant, upon exercise of the Stock Option (in
whole or in part) prior to termination of employment of the participant and
satisfaction of the option price in Stock, to receive a replacement option. In
addition to any other terms and conditions the Committee deems appropriate, the
replacement option shall be subject to the following terms: the number of shares
of Stock shall not exceed the number of whole shares used to satisfy the
exercise price of the original Stock Option and the number of whole shares, if
any, withheld by the Company as payment for withholding taxes in accordance with
Section 11(d), the date of grant of the replacement option will be the date of
the exercise of the original Stock Option, the option price per share shall be
the Fair Market Value on the date of grant of the replacement option, the
replacement option shall be exercisable no earlier than six months after the
date of grant of the replacement option, the term will not extend beyond the
term of the original Stock Option, and the replacement option shall be a
Non-Qualified Stock Option and shall otherwise meet all conditions of the Plan.
SECTION 6. STOCK APPRECIATION RIGHTS.
(a) GRANT AND EXERCISE. Stock Appreciation Rights may be granted
independently of or in conjunction with all or part of any Stock Option granted
under the Plan. In the case of a Non-Qualified Stock Option, such rights may be
granted either at or after the time of grant of such Stock Option. In the case
of an Incentive Stock Option, such rights may be granted only at the time of
grant of such Stock Option. In the case of a Stock Appreciation Right granted
with a related Stock Option, a Stock Appreciation Right shall terminate and no
longer be exercisable upon the termination or exercise of the related Stock
Option. In each calendar year no participant may be granted Stock Appreciation
Rights, whether or not granted in conjunction with Stock Options, relating to
more than 200,000 shares of Stock.
A Stock Appreciation Right may be exercised by a participant in
accordance with procedures established by the Committee and, in the case of a
Stock Appreciation Right granted with a related Stock Option, by surrendering
the applicable portion of the Stock Option in accordance with such procedures.
Upon such exercise and surrender, the
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optionee shall be entitled to receive an amount determined in the manner
prescribed in Section 6(b). Stock Options which have been so surrendered shall
no longer be exercisable to the extent the related Stock Appreciation Rights
have been exercised.
In the case of Stock Appreciation Rights not granted in conjunction with
Stock Options, the Committee may, prior to the grant, condition the vesting of
any such Stock Appreciation Right upon the attainment of Performance Goals. The
Committee may, in addition to or instead of requiring satisfaction of
Performance Goals, condition vesting of such Stock Appreciation Rights upon
continued service of the participant. Awards in the form of Stock Appreciation
Rights (including any applicable Performance Goals) need not be the same with
respect to each participant.
(b) TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:
(i) Stock Appreciation Rights granted in conjunction with a Stock
Option shall be exercisable only at such time or times and to the
extent that the Stock Options to which they relate are exercisable in
accordance with the provisions of Section 5 and this Section 6. Stock
Appreciation Rights granted independently shall comply with the
provisions of Section 5 as if the Stock Appreciation Right were a
Stock Option.
(ii) Upon the exercise of a Stock Appreciation Right, an optionee
shall be entitled to receive an amount in cash, shares of Stock or
both equal in value to the excess of the Fair Market Value of one
share of Stock over the price per share specified in the grant of the
Stock Appreciation Right, which shall be not less than the Fair Market
Value of the Stock on the date of grant or in the related Stock Option
multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment.
In the case of Stock Appreciation Rights relating to Stock
Options held by optionees who are actually or potentially subject to
Section 16(b) of the Exchange Act, the Committee:
(1) may require that such Stock Appreciation Rights be exercised
for cash only in accordance with the applicable "window period"
provisions of Rule 16b-3; and
(2) in the case of Stock Appreciation Rights relating to
Non-Qualified Stock Options, may provide that any amount to be paid in
cash upon exercise of such Stock Appreciation Rights during a Rule
16b-3 "window period" shall be based on the highest of the daily means
between the highest and lowest reported sales prices of the Stock on
the New York Stock Exchange or other national securities exchange on
which the shares are listed or on NASDAQ, as applicable, occurring
during such "window period."
(iii) Stock Appreciation Rights shall be transferable only to permitted
transferees of the underlying Stock Option in accordance with
Section 5(e).
SECTION 7. RESTRICTED STOCK.
(a) ADMINISTRATION. Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee shall
determine the officers and employees to whom and the time or times at which
grants of Restricted Stock will be awarded, the number of shares to be awarded
to any participant, the conditions for vesting, the time or times within which
such Awards may be subject to forfeiture and any other terms and conditions of
the Awards, in addition to those contained in Section 7(c).
The Committee may, prior to grant, condition the vesting of an Award in
the form of Restricted Stock upon the attainment of Performance Goals. The
Committee may, in addition to or instead of requiring satisfaction of
Performance Goals, condition vesting upon the continued service of the
participant. The provisions of Awards in the form of Restricted Stock (including
any applicable Performance Goals) need not be the same with respect to each
participant.
Notwithstanding the foregoing, but subject to the provisions of Section 8
hereof, no Award in the form of Restricted Stock, the vesting of which is
conditioned only upon the continued service of the participant, shall vest
earlier than the first, second and third anniversaries of the date of grant
thereof, on each of which dates a maximum of one-third of the shares of Stock
subject to the Award may vest, and no award in the form of Restricted Stock, the
vesting of which is conditioned upon
8
<PAGE>
the attainment of a specified Performance Goal or Goals, shall vest earlier than
the first anniversary of the date of grant thereof. In each calendar year no
participant may be granted an Award in the form of Restricted Stock covering
more than 200,000 shares of Stock.
To the extent required by Section 162(m) of the Code or otherwise deemed
advisable by the Committee, it shall be a condition precedent to the vesting of
any Award in the form of Restricted Stock, or any installment thereof, that the
Committee certify in writing that any Performance Goal or Goals relative to such
vesting has or have in fact been satisfied.
(b) AWARDS AND CERTIFICATES. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any
certificate issued in respect of shares of Restricted Stock shall be registered
in the name of such participant and shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Western Atlas Inc. 1993 Stock Incentive Plan and a
Restricted Stock Agreement. Copies of such Plan and Agreement are on file
at the offices of Western Atlas Inc., 360 North Crescent Drive, Beverly
Hills, California 90210."
The Committee may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the participant shall
have delivered a stock power, endorsed in blank, relating to the Stock covered
by such Award.
(c) TERMS AND CONDITIONS. Shares of Restricted Stock shall be subject
to the following terms and conditions:
(i) Subject to the provisions of the Plan and the Restricted Stock
Agreement referred to in Section 7(c)(vi), during a period set by the
Committee, commencing with the date of such Award (the "Restriction
Period"), the participant shall not be permitted to sell, assign,
transfer, pledge or otherwise encumber shares of Restricted Stock.
The Committee may provide for the lapse of such restrictions in
installments or otherwise and may accelerate or waive such
restrictions, in whole or in part, in each case based on period of
service, performance of the participant or of the Company or the
subsidiary, division or department for which the participant is
employed or such other factors or criteria as the Committee may
determine.
(ii) Except as provided in this paragraph (ii) and Section 7(c)(i) and
the Restricted Stock Agreement, the participant shall have, with
respect to the shares of Restricted Stock, all of the rights of a
stockholder of the Company holding the class or series of Stock that
is the subject of the Restricted Stock, including, if applicable, the
right to vote the shares and the right to receive any cash dividends.
If so determined by the Committee in the applicable Restricted Stock
Agreement, (1) cash dividends on the shares of Stock that are the
subject of the Restricted Stock Award shall be automatically deferred
and reinvested in additional Restricted Stock, and (2) dividends
payable in Stock shall be paid in the form of Restricted Stock.
(iii) Except to the extent otherwise provided in the applicable
Restricted Stock Agreement and Sections 7(c)(i), 7(c)(iv) and
8(a)(ii), upon a participant's Termination of Employment for any reason
during the Restriction Period, all shares still subject to restriction
shall be forfeited by the participant.
(iv) Except to the extent otherwise provided in Section 8(a)(ii), in
the event of Termination of Employment of a participant for any reason,
the Committee shall have the discretion to waive in whole or in part any
or all remaining restrictions with respect to any or all of such
participant's shares of Restricted Stock.
(v) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction
Period, unlegended certificates for such shares shall be delivered to the
participant upon surrender of the legended certificates.
(vi) Each Award shall, if required by law, require the payment of the
total par value of the Stock by the participant to the Company and
shall be confirmed by, and be subject to the terms of, a Restricted Stock
Agreement.
9
<PAGE>
SECTION 8. CHANGE IN CONTROL PROVISIONS.
(a) IMPACT OF EVENT. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change in Control:
(i) Any Stock Options and Stock Appreciation Rights outstanding as of
the date such Change in Control is determined to have occurred and
not then exercisable and vested shall become fully exercisable and vested
to the full extent of the original grant.
(ii) The restrictions applicable to any Restricted Stock shall lapse,
and such Restricted Stock shall become free of all restrictions and
become fully vested and transferable to the full extent of the original
grant.
(b) DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the following events:
(i) An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of either (1) the
then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (2) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company
Voting Securities"); excluding, however, the following acquisitions of
Outstanding Company Common Stock and Outstanding Company Voting
Securities: (1) any acquisition directly from the Company, (2) any
acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (4) any acquisition by
any Person pursuant to a transaction which complies with clauses (1),
(2) and (3) of subsection (iii) of this Section 8(b); or
(ii) Individuals who, as of the effective date of the Plan,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; PROVIDED,
HOWEVER, that any individual who becomes a member of the Board
subsequent to such effective date, whose election, or nomination
for election by the Company's shareholders, was approved by a
vote of at least a majority of directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board; but, provided further, that
any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board
shall not be so considered as a member of the Incumbent Board; or
(iii) Consummation by the Company of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company ("Business
Combination"); excluding, however, such a Business Combination
pursuant to which (1) all or substantially all of the individuals and
entities who are the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination own,
directly or indirectly, more than 60% of, respectively, the
outstanding shares of common stock, and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (2) no
Person (other than any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled
by the Company or such corporation resulting from such Business
Combination) will beneficially own, directly or indirectly, 30% or
more of, respectively, the outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the outstanding voting securities of such corporation
entitled to vote generally in the election of directors except to the
extent that such ownership existed with respect to the Company prior
to the Business Combination and (3) at least a majority of the
members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or
10
<PAGE>
(iv) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
(c) CHANGE IN CONTROL PRICE. For purposes of the Plan, "Change in
Control Price" means the higher of (i) the highest reported sales price of a
share of Stock in any transaction reported on the New York Stock Exchange
Composite Tape or other national securities exchange on which such shares are
listed or on NASDAQ, as applicable, during the 60-day period prior to and
including the date of a Change in Control and (ii) if the Change in Control is
the result of a tender or exchange offer or a Business Combination, the highest
price per share of Stock paid in such tender or exchange offer or Business
Combination; PROVIDED, HOWEVER, that (x) in the case of a Stock Option which (A)
is held by an optionee who is an officer or director of the Company and is
subject to Section 16(b) of the Exchange Act and (B) was granted within 240 days
of the Change in Control, then the Change in Control Price for such Stock Option
shall be the Fair Market Value of the Stock on the date such Stock Option is
exercised or cancelled and (y) in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, the Change in Control
Price shall be in all cases the Fair Market Value of the Stock on the date such
Incentive Stock Option or Stock Appreciation Right is exercised. To the extent
that the consideration paid in any such transaction described above consists all
or in part of securities or other non-cash consideration, the value of such
securities or other non-cash consideration shall be determined in the sole
discretion of the Board.
SECTION 9. LOANS.
Except in the case of Distribution Options held by Litton Holders who are
not employees of the Company, the Company may make loans to a participant in
connection with Awards subject to the following terms and conditions and such
other terms and conditions not inconsistent with the Plan including the rate of
interest, if any, as the Committee shall impose from time to time.
No loan made under the Plan shall exceed the sum of (i) the aggregate
price payable with respect to the Award in relation to which the loan is made,
plus (ii) the amount of the reasonably estimated combined amounts of Federal and
state income taxes payable by the participant.
No loan shall have an initial term exceeding ten (10) years; provided
that the loans under the Plan shall be renewable at the discretion of the
Committee; and provided, further, that the indebtedness under each loan shall
become due and payable, as the case may be, on a date no later than (i) one year
after Termination of Employment due to death, Retirement or Disability, or (ii)
the day of Termination of Employment for any reason other than death, Retirement
or Disability.
Loans under the Plan may be satisfied by the participant, as determined
by the Committee, in cash or, with the consent of the Committee, in whole or in
part in the form of unrestricted Stock already owned by the participant where
such Stock shall be valued at Fair Market Value on the date of such payment.
When a loan shall have been made, Stock equivalent in value to the amount
of the loan shall be pledged by the participant to the Company as security for
payment of the unpaid balance of the loan. Any portions of such Stock may, in
the discretion of the Committee, be released from time to time as it deems not
to be needed as security.
The making of any loan is subject to satisfying all applicable laws, as
well as any regulations and rules of the Federal Reserve Board and any other
governmental agency having jurisdiction.
SECTION 10. TERM, AMENDMENT AND TERMINATION.
The Plan will terminate on December 15, 2003. Under the Plan, Awards
outstanding as of December 15, 2003 shall not be affected or impaired by the
termination of the Plan.
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights of
an optionee under a Stock Option or a recipient of a Stock Appreciation Right or
Restricted Stock Award theretofore granted without the optionee's or recipient's
consent, except such an amendment made to cause the Plan to qualify for the
exemption provided by Rule 16b-3 or Section 162(m) of the Code, or (ii)
disqualify the Plan from the exemption provided by Rule 16b-3 or Section 162(m)
of the Code. In addition, no such amendment shall be made without the approval
of the Company's stockholders to the extent such approval is required by law or
agreement.
11
<PAGE>
The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any holder without the holder's consent except such an
amendment made to cause the Plan or Award to qualify for the exemption provided
by Rule 16b-3 or Section 162(m) of the Code; PROVIDED, HOWEVER, that such power
of the Committee shall not extend to the reduction of the exercise price of a
previously granted Stock Option, except as provided in Section 3 hereof, nor may
the Committee substitute new Stock Options for previously granted Stock Options
having higher option prices.
Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as other developments and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.
SECTION 11. UNFUNDED STATUS OF PLAN.
It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Stock or make payments; PROVIDED, HOWEVER, that, unless the Committee
otherwise determines, the existence of such trusts or other arrangements is
consistent with the "unfunded" status of the Plan.
SECTION 12. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Stock under the Plan prior to
fulfillment of all of the following conditions:
(1) The listing or approval for listing upon notice of issuance, of
such shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be the principal market for the
Stock;
(2) Any registration or other qualification of such shares of the
Company under any state or federal law or regulation, or the
maintaining in effect of any such registration or other qualification
which the Committee shall, in its absolute discretion upon the advice of
counsel, deem necessary or advisable; and
(3) The obtaining of any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall, in
its absolute discretion after receiving the advice of counsel, determine
to be necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Company or any
subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.
(c) The adoption of the Plan shall not confer upon any employee any
right to continued employment nor shall it interfere in any way with the
right of the Company or any subsidiary or Affiliate to terminate the
employment of any employee at any time.
(d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any Award under the Plan, the participant shall pay
to the Company, or make arrangements satisfactory to the Company regarding
the payment of, any Federal, state or local taxes of any kind required by law
to be withheld by the Company with respect to such amount. Unless otherwise
determined by the Committee, withholding obligations may be settled with
Stock, including Stock that is part of the Award that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall
be conditional on such payment or arrangements, and
12
<PAGE>
the Company, its subsidiaries and its Affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the participant. The Committee may establish such procedures as it deems
appropriate, including the making of irrevocable elections, for the settlement
of withholding obligations with Stock.
(e) In the case of a grant of an Award to any employee of a Company
subsidiary, the Company, may, if the Committee so directs, issue or transfer
the shares of Stock, if any, covered by the Award to the subsidiary, for such
lawful consideration as the Committee may specify, upon the condition or
understanding that the subsidiary will transfer the shares of Stock to the
employee in accordance with the terms of the Award specified by the Committee
pursuant to the provisions of the Plan.
(f) The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of
Delaware, without reference to principles of conflict of laws.
SECTION 13. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date it is approved by the sole
stockholder of the Company.
13
<PAGE>
EXHIBIT A
DEFINITIONS
RETURN ON CAPITAL UTILIZED (ROCU)
Business Operating Profit (BOP) divided by average Capital Utilized
(computed on a monthly basis).
CAPITAL UTILIZED
Total equity, plus Notes Payable, plus Current Portion of Long-Term Debt
plus Long-Term Debt, plus Advances from Corporate (less if net Advances are
to Corporate), less Investments in Consolidated Subsidiaries, less Goodwill.
BUSINESS OPERATING PROFIT (BOP)
Total Sales less Total Cost of Sales less Marketing expense less General and
Administrative Expenses plus Other Income or minus Other Expense(1).
RETURN ON TANGIBLE EQUITY (ROTE)
Net Income divided by beginning tangible equity.
CONSOLIDATED PRE-TAX INCOME
Net income of the Company and its Consolidated Subsidiaries before taxes and
before giving effect to extraordinary items.
CASH FLOW (CF)
The sum of net income plus depreciation and amortization.
REVENUE
Revenue as reported on the Company's annual financial statements.
REVENUE GROWTH (RG)
The increase in revenue for the current fiscal year, expressed as a percent,
above a specified base line period.
RETURN ON ASSETS (ROA)
BOP divided by average assets (computed on a monthly basis).
- ----------------------------
(1) Other expenses such as Goodwill Amortization.
14
<PAGE>
CAPITAL
The sum of all interest-bearing debt, including debt with imputed interest,
and total equity.
RETURN ON CAPITAL (ROC)
Income before interest and taxes divided by average annual capital (computed
on a monthly basis).
RETURN ON EQUITY (ROE)
Net income divided by beginning equity.
RETURN ON REVENUE (ROR)
BOP divided by total Net Revenue expressed as a percent.
NET REVENUE
Total net sales and service revenue after adjustments for all discounts,
returns, and allowances.
15
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Western Atlas Inc. on Form S-8 of our report dated February 13, 1997, appearing
in the Annual Report on Form 10-K of Western Atlas Inc. for the year ended
December 31, 1996 and to the reference to us under the heading "Interests of
Named Experts and Counsel" in the Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
April 21, 1997
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/Paul Bancroft, II
-----------------------------------
Paul Bancroft, II
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/Alton S. Brann
---------------------------
Alton S. Brann
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/Orion L. Hoch
-------------------------
Orion L. Hoch
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/Joseph T. Casey
---------------------------
Joseph T. Casey
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/Michael E. Keane
-----------------------------
Michael E. Keane
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/Charles A. Cusumano
--------------------------------
Charles A. Cusumano
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/Steven B. Sample
---------------------------
Steven B. Sample
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/William C. Edwards
-------------------------------
William C. Edwards
<PAGE>
EXHIBIT 24(a)
POWER OF ATTORNEY
---------------------
WESTERN ATLAS INC.
1993 STOCK INCENTIVE PLAN
---------------------
The undersigned, a Director and/or Officer of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Michael
E. Keane, Norman L. Roberts, and Virginia S. Young, or any one of them, his
or her true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules and regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of 1933 of 2,129,459 shares of Western Atlas Inc. Common Stock
($1.00 par value) which may be issued under the terms of the Western Atlas
Inc. 1993 Stock Incentive Plan, as amended from time to time, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his or her capacity as
Director and/or Officer of the Company to one or more Registration Statements
to be filed with the Securities and Exchange Commission with respect thereto,
to any and all amendments, including post-effective amendments, to the said
Registration Statements, and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statements or
amendments thereto, hereby ratifying and confirming all that the said
attorneys, or any of them, has done, shall do, or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 19th day of February, 1997.
/s/Claire W. Gargalli
---------------------------
Claire W. Gargalli
<PAGE>
EXHIBIT 24(b)
CERTIFICATION OF RESOLUTIONS
OF THE BOARD OF DIRECTORS OF
WESTERN ATLAS INC.
I, the undersigned, LEONIE S. PAN, Assistant Secretary of Western Atlas
Inc., a corporation organized and existing under the laws of the State of
Delaware, DO HEREBY CERTIFY that the following is a true and correct extract
of certain resolutions duly adopted by the Board of Directors of said
Corporation on February 19, 1997, in accordance with the laws of Delaware and
the By-laws of this corporation, and that these resolutions are in full force
and effect as of the date hereof:
WHEREAS, a total of 2,129,459 shares of the Common Stock, $1.00 par
value, of the Corporation have become issuable under the terms of the
Western Atlas Inc. 1993 Stock Incentive Plan (the "1993 Stock Plan")
on January 1 of 1995, 1996, and 1997, the Board of Directors deems it
appropriate to increase the number of shares of Common Stock initially
reserved for issuance under the 1993 Stock Plan from 4,250,000 to
6,379,459.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman and Chief Executive
Officer or any Senior Vice President be, and each of them hereby is,
authorized and directed to execute, in the name and on behalf of the
Corporation, a Registration Statement pursuant to the Securities Act
of 1933, as amended, covering the issuance of 2,129,459 additional
shares of Common Stock pursuant to the Western Atlas Inc. 1993 Stock
Incentive Plan (the "1993 Stock Plan") in such form as the officer
executing said Registration Statement shall determine upon the advice
of counsel (the "Registration Statement"), such execution to be as
effective if accomplished by the duly authorized attorney-in-fact of
any such officer, to procure all other necessary signatures thereto
(which may be affixed by duly appointed attorneys-in-fact), and to
file the Registration Statement, when so executed (together with the
appropriate exhibits thereto), with the Securities and Exchange
Commission;
RESOLVED, that the Chairman and Chief Executive Officer or any Senior
Vice President be, and each of them hereby is, authorized from time
to time (i) to execute, in the name and on behalf of the Corporation,
(ii) to procure all necessary signatures to, and (iii) to file with
the Securities and Exchange Commission such amendments to the
Registration Statement as they upon the advice of counsel shall deem
<PAGE>
necessary or appropriate to effect the registration of the shares
subject thereto under the Securities Act of 1933, as amended;
RESOLVED, that each of the officers of the Corporation and its
counsel be, and each of them hereby is, with full authority to act
without the others, authorized to appear on behalf of the Corporation
before the Securities and Exchange Commission in connection with any
matter relating to the Registration Statement and to any amendments
thereto; and
RESOLVED, that Norman L. Roberts, Senior Vice President and General
Counsel of the Corporation, is hereby designated to act on behalf of the
Corporation as the agent for service to be named in the Registration
Statements and authorized to receive notices and communications from
the Securities and Exchange Commission in connection with the
Registration Statement.
New York Stock Exchange Listing
- -------------------------------
RESOLVED, that each of the proper officers of the Corporation is
authorized and directed, in the name and on behalf of the
Corporation, to prepare, execute, and file or cause to be filed such
application or applications and any amendments and supplements
thereto as may be approved by the proper officers of the Corporation,
and take such other action as may be necessary to list on the New
York Stock Exchange, Inc., and on any other stock exchanges deemed
appropriate by such officers of the Corporation, subject to official
notice of issuance, 2,129,459 authorized but unissued shares of
Common Stock, and that each of the proper officers of the Corporation
is authorized and directed to appear before the Securities and
Exchange Commission and any such stock exchanges, and to prepare,
execute, file or deliver all such applications, statements,
certificates, agreements, and other instruments and documents and to
pay any fees as may be necessary to conform with the requirements of
the Securities and Exchange Commission and any such stock exchanges
and to effectuate such listing.
Transfer Agent and Registration
- -------------------------------
RESOLVED, that the authority previously granted to ChaseMellon
Shareholder Services on January 19, 1994, to act as Transfer Agent
and Registrar for the shares of Common Stock of the Corporation, in
accordance with general practice, be and is hereby extended to cover
the 2,129,459 shares of Common Stock of the Corporation to be
registered under the Registration Statement and listed on the
appropriate securities exchanges as aforesaid.
-2-
<PAGE>
"Blue Sky" Qualifications
- -------------------------
RESOLVED, that the Board of Directors deems it desirable and in the
best interests of the Corporation that the shares of Common Stock to
be so registered with the Securities and Exchange Commission and
listed on the appropriate stock exchanges, be qualified or registered
for sale in various jurisdictions and that each of the proper
officers of the Corporation is authorized and directed to determine
the jurisdictions in which appropriate action shall be taken to
qualify or register for sale all or such part of such shares of
Common Stock as he or she may deem advisable, and that each of said
officers is authorized and directed, in the name and on behalf of the
Corporation, to perform any and all such acts as he or she may deem
necessary or advisable in order to comply with the applicable laws or
regulations of any such jurisdictions, and in connection therewith to
prepare, execute, and file or cause to be filed all requisite papers
and documents, including but not limited to applications, reports,
surety bonds, irrevocable consents, and appointments of attorneys
for service of process, such execution of such papers or documents or
the doing by such officer of any act in connection with the foregoing
matters shall conclusively establish his or her authority therefor
and the approval and ratification by the Corporation of the papers
and documents so executed and the action so taken.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said Corporation at Beverly Hills, California, this 16th day of April, 1997.
/s/Leonie S. Pan
--------------------------
Leonie S. Pan
[SEAL]
-3-
