<PAGE> 1
As filed with the Securities and Exchange Commission on January 18, 1994
Registration No. 33-_____
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CORE INDUSTRIES INC
(Exact name of registrant as specified in its charter)
Nevada 38-1052434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 2000, Bloomfield Hills, Michigan 48304
(Address of Principal Executive Offices) (Zip Code)
CORE INDUSTRIES INC
1978 STOCK OPTION PLAN
1988 EMPLOYEE STOCK OPTION PLAN
1988 DIRECTOR DISCOUNTED STOCK OPTION PLAN
1991 DIRECTOR DISCOUNTED STOCK OPTION PLAN
1993 PERFORMANCE INCENTIVE PLAN
1993 STOCK BONUS PLAN
(Full title of the plans)
David R. Zimmer
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(Name and address of agent for service)
(313) 642-3400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(1) 568,444 shares $ 9.6726(2) $ 5,498,354.50 $1,895.98
Common Stock(1) 1,431,556 shares $13.5625(3) $19,415,478.25 $6,694.99
--------- ------- ------------- --------
Total 2,000,000 shares $24,913,832.75 $8,590.97
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
(continued on next page)
Page 1 of 46 Pages
Exhibit Index is on Page 9
<PAGE> 2
(1) $1.00 par value per share (the "Common Stock").
(2) Based upon the aggregate exercise price of options currently outstanding
and the grant price of shares issued pursuant to the 1993 Stock Bonus
Plan.
(3) Calculated pursuant to Rule 457(h) for the purpose of computing the
registration fee and based on the average of the high and low prices of
the Common Stock, as traded on the New York Stock Exchange, Inc., on
January 11, 1994.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Core Industries Inc (the "Registrant") on Form
10-K for the fiscal year ended August 31, 1993 as filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended August 31, 1993.
3. The description of the Registrant's Common Stock included in the
Prospectus under the caption "Description of Common Stock" on page 15
of the Registrant's Prospectus, dated January 17, 1969, filed with the
Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act") as part of its Registration Statement on Form S-1
(file no. 2-31403), including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment 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 to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon by
Honigman Miller Schwartz and Cohn, Detroit, Michigan, general counsel to the
Registrant. Alan E. Schwartz, a director of the Registrant, is a partner of
Honigman Miller Schwartz and Cohn. Attorneys with Honigman Miller Schwartz and
Cohn beneficially own 195,300 shares of the Common Stock.
3
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Private Corporation Law authorizes a corporation, under
certain circumstances, to indemnify its directors and officers (including
reimbursement for expenses incurred). The Registrant has provided in its
Restated Articles of Incorporation for indemnification to the extent permitted
by the Nevada statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation and amendments thereto,
incorporated by reference to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K (file no. 1-5034), for the fiscal year
ended August 31, 1992.
4.2 Bylaws, as amended, incorporated by reference to Exhibit 3(b) to
the Registrant's Annual Report on Form 10-K (file no. 1-5034),
for the fiscal year ended August 31, 1992.
4.3 Core Industries Inc 1978 Stock Option Plan, as amended on October
24, 1980, December 18, 1981 and January 12, 1988.
4.4 Core Industries Inc 1988 Employee Stock Option Plan.
4.5 Core Industries Inc 1988 Director Discounted Stock Option Plan.
4.6 Core Industries Inc 1991 Director Discounted Stock Option Plan.
4.7 Core Industries Inc 1993 Performance Incentive Plan.
4.8 Core Industries Inc 1993 Stock Bonus Plan.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration Statement).
4
<PAGE> 5
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
5
<PAGE> 6
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
6
<PAGE> 7
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 Bloomfield Hills, State of Michigan, on January
11, 1994.
CORE INDUSTRIES INC
By: /s/ DAVID R. ZIMMER
David R. Zimmer, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of CORE INDUSTRIES INC, a Nevada corporation (the
"Company"), hereby constitutes and appoints David R. Zimmer and Lawrence J.
Murphy, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock, $1.00
par value per share, pursuant to the Core Industries Inc 1978 Stock Option
Plan, 1988 Employee Stock Option Plan, 1988 Director Discounted Stock Option
Plan, 1991 Director Discounted Stock Option Plan, 1993 Performance Incentive
Plan and 1993 Stock Bonus Plan, and any of the documents relating to such
registration statement; any and all amendments to such registration statement,
including any amendment thereto changing the amount of securities for which
registration is being sought, and any post-effective amendment, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority; granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
7
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DAVID R. ZIMMER President, Chief Executive January 11, 1994
- -------------------- Officer and Director
David R. Zimmer (Principal Executive Officer)
/s/ LAWRENCE J. MURPHY Executive Vice President, January 11, 1994
Lawrence J. Murphy Secretary and Director
/s/ RAYMOND H. STEBEN, JR. Vice President and Chief January 11, 1994
Raymond H. Steben, Jr. Financial Officer (Principal
Financial Officer)
/s/ THOMAS G. HOOPER Treasurer and Controller January 11, 1994
Thomas G. Hooper
/s/ JAY A. ALIX Director January 11, 1994
Jay A. Alix
Director January 11, 1994
Richard P. Kughn
/s/ HAROLD M. MARKO Director January 11, 1994
Harold M. Marko
/s/ ALAN E. SCHWARTZ Director January 11, 1994
Alan E. Schwartz
/s/ ROBERT G. STONE, JR. Director January 11, 1994
Robert G. Stone, Jr.
</TABLE>
8
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page No.
- ------- ------- --------
<S> <C> <C>
4.1 Restated Certificate of Incorporation
and amendments thereto, incorporated by
reference to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K (file no.
1-5034), for the fiscal year ended August 31, 1992
4.2 Bylaws, as amended, incorporated by
reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K (file no.
1-5034), for the fiscal year ended August 31, 1992
4.3 Core Industries Inc 1978 Stock Option Plan,
as amended on October 24, 1980, December 18, 1981
and January 12, 1988
4.4 Core Industries Inc 1988 Employee Stock Option Plan
4.5 Core Industries Inc 1988 Director Discounted Stock
Option Plan
4.6 Core Industries Inc 1991 Director Discounted Stock
Option Plan
4.7 Core Industries Inc 1993 Performance Incentive Plan
4.8 Core Industries Inc 1993 Stock Bonus Plan
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Deloitte & Touche
23.2 Consent of Honigman Miller Schwartz and Cohn (included
in the opinion filed as Exhibit 5.1 to this Registration
Statement)
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)
</TABLE>
9
<PAGE> 1
Exhibit 4.3
CORE INDUSTRIES INC
1978 STOCK OPTION PLAN
1. Establishment
The 1978 Stock Option Plan (the "Plan") is designed to provide
additional incentive for such of the key management employees of Core
Industries Inc (the "Company") and its subsidiaries as may be designated for
participation therein.
2. Administration
The Plan shall be administered by a committee (the "Committee") of not
less than three directors of the Company appointed by the Board of Directors.
No member of the Committee shall be eligible to receive an option hereunder.
Subject to the provisions of the Plan, the Committee is authorized to interpret
the Plan and any options issued thereunder and to prescribe, amend, and rescind
rules and regulations relating to the Plan and to any options granted
thereunder, and to make all other determinations necessary or advisable for the
administration of the Plan.
3. Shares Subject to the Plan
The Committee from time to time may provide for the option and sale of
not more than a total of 90,000 shares of common stock of the Company, par
value $1.00 per share ("Shares"), subject to adjustment as provided in Section
10. Shares shall be made available to satisfy options either from Shares
reacquired by the Company or, upon compliance with the Articles of
Incorporation, from authorized and unissued shares. If any option granted
under the Plan shall terminate or expire unexercised in whole or in part, the
Shares so released from option may be made the subject of additional options
granted under the Plan.
4. Participants and Allotments
The Committee shall determine and designate from time to time those key
management employees of the Company and its subsidiaries (including officers
and directors active in capacities other than as directors only) to whom
options are to be granted and who thereby become participants in the Plan. The
Committee shall allot to such participants options to purchase Shares in such
amounts as the Committee shall from time to time determine. Directors who are
not otherwise officers or employees of the Company or of a subsidiary are not
eligible to participate in the Plan. Participation in the Plan shall not
confer any right of continuation of employment. The grant of an option under
the Plan and the Company's obligation to sell and deliver the Shares as to
which the option is exercised are subject to such compliance with federal and
state laws, rules and regulations applying to such grant of option and to the
authorization, issuance and sale of securities as the Company deems necessary or
advisable.
5. Option Price
The purchase price of the Shares subject to any option granted
hereunder shall be determined by the Committee, but shall in no instance be
less than the
<PAGE> 2
"fair market value" of the Shares on the date the option is granted. The term
"fair market value" shall mean the average of the highest and lowest quoted
selling price of the Company's common stock on any stock exchange on which such
common stock is listed. If no sales of the Company's common stock shall have
occurred on any such stock exchange on the date the option is granted, the
"fair market value" shall mean the average of the highest and lowest quoted
selling price of the Company's common stock on the next preceding date on which
any such sale of the Company's common stock shall have occurred.
6. Exercise of Option
(a) Notwithstanding any other provision herein contained, each option
shall become exercisable only after one year (or such longer period(s) as may
be determined by the Committee) of continuous employment with the Company
and/or one of its subsidiaries immediately following the date the option is
granted; provided however that if a participant shall die prior to the
completion of one year (or such longer period(s) as may be applicable) of
continuous employment, the option may nevertheless be exercised in accordance
with Section 6(c).
(b) Except as provided in Sections 6(c), (d), (e) and (f), each option
shall by its terms expire at such time as the Committee may determine in
granting it, but in no event later than ten years from the date the option is
granted.
(c) Any option held by a participant at the time of his death may be
exercised by the appropriate representative of such deceased participant at any
time or from time to time within one year after the date of death, but in no
event later than ten years from the date the option is granted.
(d) In the event a participant voluntarily terminates his employment
with the Company or a subsidiary or if the Company or a subsidiary terminates
the participant's employment for cause ("cause" being defined hereunder as
intentional or willful misconduct, gross neglect of duties or material acts or
omissions detrimental to the Company's best interests), then in such event any
option held by the participant, to the extent not exercised prior to the close
of business on the effective date of such termination, shall lapse and shall no
longer be exercisable.
(e) In the event a participant who is then 55 years of age or over and
who shall have been employed by the Company or a subsidiary for at least ten
consecutive years shall retire as an employee of the Company or any such
subsidiary, the option shall be exercisable only within the later of three
months after the participant's retirement date or the January 31 following the
participant's retirement date, but in no event later than ten years from the
date the option is granted. For purposes of this subsection (e), retirement
shall mean the retirement by the participant pursuant to the retirement
policies of the Company; the Committee shall have the sole discretion to
determine whether a participant's retirement is pursuant to such policies.
(f) In case of termination of employment of a participant at his
election but with the consent of the Company or a subsidiary and in all other
cases of termination of employment of a participant not described in Section
6(c), (d) or (e), the option shall be exercisable only within three months
after the date the participant ceases to be an employee of the Company or any
of its subsidiaries, but in no event later than ten years from the date the
option is granted.
(g) A leave of absence approved by the Company shall not be considered
termination of employment.
(h) Each option shall be exercisable only by the participant to whom
granted except as provided in Section 6(c) in case of death.
2
<PAGE> 3
(i) Shares may be purchased pursuant to options granted under the
Plan only upon receipt by the Company of a notice in writing from the holder of
the option of his exercise of such option in whole or in part, specifying the
number of Shares which he desires to purchase. If required by the Committee,
he shall also represent in writing at such time that he (or his legal
representative, legatee or distributee in the event of his death) is acquiring
the Shares for investment only and not with a view to the distribution thereof.
7. Transferability
Each option granted under the Plan shall by its terms provide that it
shall not be transferable otherwise than by will or the laws of descent and
distribution and that it may be exercised, during the lifetime of the
participant, only by the participant.
8. Payment for Stock
Full payment for Shares purchased shall be made at the time of exercise
either in cash, or, with the consent of the Committee in whole or in part in
common stock of the Company valued at fair market value, except as provided in
Section 9 hereof. No shares shall be issued until full payment thereof has
been made, and a participant shall have none of the rights of a stockholder
with respect to optioned Shares until such Shares are issued to him.
9. Stock Appreciation Rights
An option holder or any other person entitled to act under Section 6
hereof (any such person being hereinafter included within the meaning of the
words "option holder") may, in lieu of making payment required at the time of
exercise under Section 8 hereof, include in the written notice referred to in
Section 6(i) hereof an election to receive an amount equal to the excess of the
aggregate fair market value of the Shares as to which such election is being
made on the date of receipt by the Company of notice of such election over the
aggregate option price of such Shares. Within ten days after the receipt of
such notice, the Committee shall notify the option holder in writing (a) that
the option holder may exercise the option only by payment within five days of
such notice of the aggregate purchase price of the Shares as to which such
option is exercised or (b) that the Company shall pay the option holder an
amount equal to the excess of the aggregate fair market value of the Shares as
to which such election is made on the date of receipt by the Company of such
notice over the aggregate option price of such Shares. Such payment may be
made by the Company (i) in cash, (ii) by the issuance or transfer of Shares
having a fair market value equal to the amount of such payment on the date of
receipt by the Company of such notice or (iii) partly in cash and partly in
such Shares. For the purposes hereof, fair market value shall be determined in
accordance with Section 5. It shall be a condition to the consent by the
Company to the exercise of such rights that the option holder shall pay to the
Company the amount required by it to satisfy its obligation to withhold
federal, state or local income taxes or other taxes incurred by reason of such
exercise; to the extent that Shares shall be issued as a result of such
exercise, the amount of such taxes shall be paid by the option holder in cash
upon demand by the Company and to the extent that such exercise shall be
effected by the payment of cash, the amount of such taxes shall be deducted by
the Company from the amount paid by it to the option holder. The number of
Shares as to which options may be granted under this Plan and the number of
Shares subject to any option granted hereunder shall be reduced by the number
of Shares with respect to which any stock appreciation rights are exercised.
3
<PAGE> 4
10. Effect of Change in Shares Subject to the Plan
In the event there is any change in the Shares of the Company through
the declaration of stock dividends or through merger, consolidation, or
recapitalization, resulting in stock split-ups or combinations or exchanges of
shares, or otherwise, the number of Shares available for option and the Shares
subject to option shall be appropriately adjusted by the Committee.
11. Duration of Plan
No option shall be granted under this Plan after October 15, 1988.
12. Amendments and Discontinuance
The Board of Directors may amend, suspend, discontinue, or terminate
the Plan; provided, however, that the Board of Directors may not amend the Plan
to increase the number of Shares which may be issued under this Plan without
the approval or ratification by the stockholders of the Company. No action of
the Board of Directors, however, may without the consent of the holder of an
option, alter or impair any option previously granted to him under the Plan.
13. Effective Date of Plan
The Plan shall become effective upon the date of adoption by the Board
of Directors, subject to approval by the stockholders of the Company at the
Annual Meeting of Stockholders on January 9, 1979.
14. Incentive Stock Options
The Plan Committee shall have the discretion to designate any option
which it may grant as an Incentive Stock Option ("ISO"). All options granted
on or after December 18, 1981, shall be presumed to be an ISO unless otherwise
designated by the Committee at the time of grant. In no event may the
Committee grant to any one participant during a calendar year ISO's which cover
stock having an aggregate "fair market value" (as that term is defined in
Paragraph 5 of the Plan) in excess of $100,000 or such greater amount as may be
now or in the future permitted by Section 422A of the Internal Revenue Code.
In addition to all the terms and conditions provided elsewhere in the Plan, any
option designated as an ISO shall be subject to the following terms:
(a) No ISO may be granted to a participant who on the date of grant
owns stock possessing more than 10% of the total combined voting power of all
classes of stock unless the option price specified by the Committee is at least
110% of the fair market value of the stock subject to the grant and such ISO by
its terms is not exercisable after the expiration of 5 years from the date of
grant.
(b) No Incentive Stock Option which was granted prior to January 1,
1988 shall be exercised while there is outstanding any Incentive Stock Option
which was granted at an earlier date. Incentive Stock Options granted on or
after January 1, 1988 may be exercised regardless of the existence of any other
outstanding Incentive Stock Options. An Incentive Stock Option shall be
considered as outstanding until it is exercised or expires by reason of the
lapse of the exercise period as provided on the original date of grant.
4
<PAGE> 5
(c) Notwithstanding the provisions of Section 6, ISO's must be
exercised no later than three months from the date of termination of
employment, regardless of the reason for such termination.
(d) Notwithstanding the provisions of Section 9, no Stock Appreciation
Rights may be exercised with respect to an outstanding ISO when the exercise
price of the ISO exceeds the fair market value of the stock subject to the ISO.
5
<PAGE> 1
Exhibit 4.4
-----------
CORE INDUSTRIES INC
1988 Employee Stock Option Plan
1. DEFINITIONS: As used herein, the following definitions shall apply:
(a) "Plan" shall mean this Core Industries Inc 1988 Employee Stock Option
Plan.
(b) "Committee" shall mean (i) a committee meeting the standards of Rule
16b-3 of the Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or any similar successor rule, appointed by
the Board of Directors of the Corporation to administer the Plan or, (ii) if no
such committee is appointed, the Board of Directors of the Corporation as a
whole, provided that a majority of the members of the Board are "disinterested
persons" within the meaning of Rule 16b-3.
(c) "Corporation" shall mean Core Industries Inc, a Nevada corporation, or
any successor thereof.
(d) "Participant" shall mean any individual designated by the Committee
under Paragraph 6, for participation in the Plan.
(e) "Nonqualified Option" shall mean an option to purchase Common Stock of
the Corporation which meets the requirements set forth in the Plan but does not
meet the definition of an incentive stock option set forth in Section 422A of
the Internal Revenue Code of 1986, as amended (the "Code").
(f) "Incentive Option" shall mean an option to purchase Common Stock of
the Corporation which meets the requirements set forth in the Plan and also
meets the definition of an incentive stock option set forth in Section 422A of
the Code.
2. PURPOSE OF PLAN: The purpose of the Plan is to provide key
employees (including officers who are also key employees), of the Corporation
and its subsidiaries with an increased incentive to make significant and
extraordinary contributions to the long-term performance and growth of the
Corporation and its subsidiaries, to join the interests of key employees with
the interests of the stockholders of the Corporation, and to facilitate
attracting and retaining key employees of exceptional ability. For purposes of
the Plan, a "subsidiary" is any corporation in which the Corporation owns,
directly or indirectly, stock possessing more than fifty percent of the
combined voting power of all classes of stock.
3. ADMINISTRATION: The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee shall determine, from
those eligible to be Participants under the Plan, the persons to be granted
stock options, the amount of stock to be optioned to each such person, and the
terms and conditions of any stock options. Subject to the provisions of the
Plan, the Committee is authorized to interpret the Plan, to promulgate, amend
and rescind rules and regulations relating to the Plan and to make all other
determinations necessary or advisable for its administration. Interpretation
and construction of any provision of the Plan by the Committee shall be final
and conclusive. Acts approved by a majority of the members present at any
meeting at which a quorum is present, or acts unanimously approved in writing
by the Committee, shall be the acts of the Committee.
4. INDEMNIFICATION OF COMMITTEE MEMBERS: In addition to such other
rights of indemnification as they may have, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they
A-1
<PAGE> 2
or any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any option granted hereunder, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee member has
acted in bad faith: provided, however, that within sixty (60) days after
receipt of notice of institution of any such action, suit or proceeding a
Committee member shall offer the Corporation in writing the opportunity, at its
own cost, to handle and defend the same.
5. MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN: The maximum number of
shares with respect to which stock options may be granted under the Plan shall
be 350,000 shares in the aggregate of Common Stock of the Corporation, which
may consist in whole or in part of the authorized and unissued or reacquired
Common Stock of the Corporation. If a stock option expires or terminates for
any reason without having been fully exercised, the number of shares with
respect to which the stock option was not exercised at the time of its
expiration or termination shall again become available for the grant of stock
options under the Plan, unless the Plan shall have been terminated.
The number of shares subject to each outstanding stock option, the
option price with respect to outstanding stock options, and the aggregate
number of shares remaining available under the Plan shall be subject to such
adjustment as the Committee, in its discretion, deems appropriate to reflect
such events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Corporation; provided, however,
that no fractional shares shall be issued pursuant to the Plan, no rights may
be granted under the Plan with respect to fractional shares, and any fractional
shares resulting from such adjustments shall be eliminated from any outstanding
stock option.
6. PARTICIPANTS: The Committee shall determine and designate from
time to time, in its sole discretion, those key employees of the Corporation
or any subsidiary to receive stock options, who in the judgment of the
Committee are or will become responsible for the direction and financial
success of the Corporation or any subsidiary. For the purposes of the Plan, key
employees shall include officers who are also key employees.
7. WRITTEN AGREEMENT: Each stock option shall be evidenced by a
written agreement and shall contain such provisions as may be approved by the
Committee. Such agreements shall constitute binding contracts between the
Corporation and the Participant, and every Participant, upon acceptance of such
agreement, shall be bound by the terms and restrictions of the Plan and of such
agreement. The terms of each such agreement shall be in accordance with the
Plan, but the agreements may include such additional provisions and
restrictions determined by the Committee, provided that such additional
provisions and restrictions are not inconsistent with the terms of the Plan.
8. ALLOTMENT OF SHARES: The Committee shall determine and fix the
number of shares of stock with respect to which a Participant may be granted
stock options; provided, however, that no Incentive Option may be granted under
the Plan to any one Participant which would result in the aggregate fair market
value, determined as of the date the option is granted, of underlying stock
with respect to which incentive stock options are exercisable for the first time
by such Participant during any calendar year under any plan maintained by the
Corporation (or any parent or subsidiary corporation of the Corporation)
exceeding $100,000.
9. STOCK OPTIONS: Subject to the terms of the Plan, the Committee may
grant to Participants either Incentive Options, Nonqualified Options or any
combination thereof. Each option granted under
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the Plan shall designate the number of shares covered thereby, if any, with
respect to which the option is an Incentive Option, and the number of shares
covered thereby, if any, with respect to which the option is a Nonqualified
Option.
10. STOCK OPTION PRICE: Subject to the rules set forth in this
Paragraph 10, at the time any stock option is granted, the Committee shall
establish the price per share for which the shares covered by the option may be
purchased. Such option price shall not be less than 100% of the fair market
value of the stock on the date on which such option is granted; provided,
however, that with respect to an Incentive Option granted to an employee who at
the time of the grant owns (after applying the attribution rules of Section
425(d) of the Code) more than 10% of the total combined voting stock of the
Corporation or of any parent or subsidiary, the option price shall not be less
than 110% of the fair market value of the stock on the date such option is
granted. Fair market value of a share shall be determined by the Committee by
taking the mean between the highest and lowest quoted selling prices of the
Corporation's Common Stock on any exchange or other market on which the shares
of Common Stock of the Corporation shall be traded on such date. If no shares
of the Corporation's Common Stock shall be traded on such date, the fair market
value shall mean the average between the highest and lowest quoted selling
prices on the next preceding date on which any sales of the Corporation's
Common Stock shall have occurred.
11. PAYMENT OF STOCK OPTION PRICE: To exercise in whole or in part
any stock option granted hereunder, payment of the option price in full, in
cash or, with the consent of the Committee, in Common Stock of the Corporation,
shall be made by the Participant for all shares so purchased. No Participant
shall have any of the rights of a stockholder of the Corporation under any
stock option until the actual issuance of shares to said Participant, and prior
to such issuance no adjustment shall be made for dividends, distributions or
other rights in respect of such shares, except as provided in Paragraph 5.
12. GRANTING AND EXERCISE OF STOCK OPTIONS: Each stock option granted
hereunder shall be exercisable at any such time or times or in any such
installments as may be determined by the Committee at the time of the grant.
In addition, the aggregate fair market value (determined at the time the option
is granted) of the stock with respect to which Incentive Options are
exercisable for the first time by a Participant during any calendar year shall
not exceed $100,000.
A Participant may exercise a stock option, if then exercisable, in
whole or in part by delivery to the Corporation of written notice of the
exercise, in such form as the Committee may prescribe, accompanied by (i) full
payment for the shares with respect to which the stock option is exercised, in
cash or, in the sole discretion of the Committee, in Common Stock of the
Corporation or (ii) in the sole discretion of the Committee, irrevocable
instructions to a stockbroker to promptly deliver to the Corporation full
payment for the shares with respect to which the stock option is exercised from
the proceeds of the stock broker's sale of or loan against the shares. Except
as provided in Paragraph 16, stock options granted to a Participant may be
exercised only while the Participant is an employee of the Corporation or a
subsidiary.
Successive stock options may be granted to the same Participant,
whether or not the stock option(s) previously granted to such Participant
remain unexercised. A Participant may exercise a stock option, if then
exercisable, notwithstanding that stock options previously granted to such
Participant remain unexercised.
13. NON-TRANSFERABILITY OF STOCK OPTIONS: No stock option granted
under the Plan to a Participant shall be transferable by such Participant
otherwise than by will, or by the laws of descent and distribution, and
stock options shall be exercisable, during the lifetime of the Participant,
only by the Participant.
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14. TERM OF STOCK OPTIONS: If not sooner terminated, each stock
option granted hereunder shall expire not more than 10 years from the date of
the granting thereof; provided, however, that with respect to an Incentive
Option granted to a Participant who, at the time of the grant, owns (after
applying the attribution rules of Section 425(d) of the Code) more than 10% of
the total combined voting stock of all classes of stock of the Corporation or
of any parent or subsidiary, such option shall expire not more than five (5)
years after the date of granting thereof.
15. CONTINUATION OF EMPLOYMENT: Each stock option granted hereunder
shall not be exercisable unless and until the Participant remains in the employ
of the Corporation or any subsidiary of the Corporation for one year following
the date of granting of such stock option, unless the Committee, in its
discretion, waives such requirement. The Committee may require, in its
discretion, that any Participant under the Plan to whom a stock option shall be
granted shall agree in writing as a condition of the granting of such stock
option to remain in the employ of the Corporation or a subsidiary for a longer
designated minimum period from the date of the granting of such stock option as
shall be fixed by the Committee.
16. TERMINATION OF EMPLOYMENT: No option granted hereunder may be
exercised after a Participant's termination of employment, unless such
termination of employment is due to the Participant's death or permanent
disability, in which event the option may be exercised for up to one year
following the Participant's termination of employment for such reason, or
unless such termination of employment is effected by the Corporation, in which
event the option may be exercised for up to three months following the
Participant's termination of employment for such reason, or unless such
termination of employment is due to the retirement of a Participant who is then
55 years of age or older and who shall have been employed by the Corporation or
a subsidiary for at least 10 consecutive years, in which event any Incentive
Option may be exercised for up to three months following the Participant's
termination of employment for such reason and any Nonqualified Option may be
exercised for until the later of (i) three months following such retirement or
(ii) the next following January 31. In no event, however, shall a stock option
be exercisable subsequent to its expiration date and, furthermore, a stock
option may only be exercised after termination of a Participant's employment to
the extent exercisable on the date of termination of employment.
17. INVESTMENT PURPOSE: If the Committee in its discretion determines
that as a matter of law such procedure is or may be desirable, it may require a
Participant, upon any acquisition of stock hereunder and as a condition to the
Corporation's obligation to deliver certificates representing such shares, to
execute and deliver to the Corporation a written statement, in form
satisfactory to the Committee, representing and warranting that the
Participant's acquisition of shares of stock shall be for such person's own
account, for investment and not with a view to the resale or distribution
thereof and that any subsequent offer for sale or sale of any such shares shall
be made either pursuant to (a) a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with respect to the
shares being offered and sold, or (b) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the Participant shall, prior to any offer for sale or sale of such shares,
obtain either the Corporation's approval or a favorable written opinion from
counsel for or approved by the Corporation as to the availability of such
exemption. The Corporation may endorse an appropriate legend referring to the
foregoing restriction upon the certificate or certificates representing any
shares issued or transferred to the Participant under this Plan.
18. RIGHTS TO CONTINUED EMPLOYMENT: Nothing contained in the Plan or
in any stock option granted pursuant to the Plan, nor any action taken by the
Committee hereunder, shall confer upon any
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Participant any right with respect to continuation of employment with the
Corporation or a subsidiary nor interfere in any way with the right of the
Corporation or a subsidiary to terminate such person's employment at any time.
19. WITHHOLDING PAYMENTS: If upon the exercise of a Nonqualified
Option or upon a disqualifying disposition (within the meaning of Section 422A
of the Code) of shares acquired upon exercise of an Incentive Option, there
shall be payable by the Corporation or a subsidiary any amount for income tax
withholding, in the Committee's sole discretion, either the Corporation shall
appropriately reduce the amount of stock or cash to be paid to the Participant
or the Participant shall pay such amount to the Corporation or subsidiary to
reimburse it for such income tax withholding. The Committee may, in its sole
discretion, permit Participants to satisfy such withholding obligations in
whole or in part, by electing to have the amount of Common Stock delivered or
deliverable by the Corporation upon exercise of a stock option appropriately
reduced, or by electing to tender Common Stock back to the Corporation
subsequent to exercise of a stock option, to reimburse the Corporation or a
subsidiary for such income tax withholding, subject to such rules and
regulations as the Committee may adopt. The Committee may make such other
arrangements with respect to income tax withholding as it shall determine.
20. EFFECTIVENESS OF PLAN: The Plan shall be effective on the date
the Board of Directors of the Corporation adopts the Plan, provided that the
stockholders of the Corporation approve the Plan within 12 months of its
adoption by the Board of Directors. Stock options may be granted prior to
stockholder approval of the Plan, but each such stock option grant shall be
subject to stockholder approval of the Plan. No stock option may be exercised
prior to stockholder approval.
21. TERMINATION, DURATION AND AMENDMENTS OF PLAN: The Plan may be
abandoned or terminated at any time by the Board of Directors of the
Corporation. Unless sooner terminated, the Plan shall terminate on the date
ten years after its adoption by the Board of Directors, and no stock options
may be granted thereafter. The termination of the Plan shall not affect the
validity of any stock option outstanding on the date of termination.
For the purpose of conforming to any changes in applicable law or
governmental regulations, or for any other lawful purpose, the Board of
Directors shall have the right, with or without approval of the stockholders of
the Corporation, to amend or revise the terms of the Plan at any time;
provided, however, that no such amendment or revision shall (i) increase the
maximum number of shares in the aggregate which are subject to the Plan
(subject, however, to the provisions of Paragraph 5), change the class of
persons eligible to be Participants under the Plan or materially increase the
benefits accruing to Participants under the Plan, without approval or
ratification of the stockholders of the Corporation; or (ii) change the stock
option price (except as contemplated by Paragraph 5) or alter or impair any
stock option which shall have been previously granted under the Plan, without
the consent of the holder thereof.
22. STOCK APPRECIATION RIGHTS: Upon exercise of an option by a
Participant, the Committee may grant stock appreciation rights to such
Participant in conjunction with any stock options granted under the Plan. A
stock appreciation right granted in conjunction with a stock option shall be an
alternative right wherein the exercise of the stock option terminates the
stock appreciation right to the extent of the number of shares purchased upon
exercise of the stock option and, correspondingly, the exercise of the stock
appreciation right terminates the stock option to the extent of the number of
shares with respect to which the stock appreciation right is exercised;
provided, however, that a stock appreciation right may not be granted in
conjunction with an Incentive Option under circumstances in which the
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exercise of the stock appreciation right affects the right to exercise the
Incentive Option or vice versa, unless the stock appreciation right, by its
terms, meets all of the following requirements:
(a) The stock appreciation right will expire no later than the Incentive
Option;
(b) The stock appreciation right may be for no more than the difference
between the option price of the Incentive Option and the fair market value of
the shares subject to the Incentive Option at the time the stock appreciation
right is exercised;
(c) The stock appreciation right is transferable only when the Incentive
Option is transferable, and under the same conditions;
(d) The stock appreciation right may be exercised only when the Incentive
Option is eligible to be exercised; and
(e) The stock appreciation right may be exercised only when the fair
market value of the shares subject to the Incentive Option exceeds the option
price of the Incentive Option.
Upon exercise of a stock appreciation right, a Participant shall be
entitled to receive, without payment to the Corporation (except for applicable
withholding taxes), an amount equal to the excess of or, in the sole discretion
of the Committee, a portion of the excess of (i) the then aggregate fair market
value of the number of shares with respect to which the Participant exercises
the stock appreciation right, over (ii) the aggregate option price of such
number of shares. This amount shall be payable by the Corporation, in the sole
discretion of the Committee, in cash, in shares of Common Stock of the
Corporation or any combination thereof.
If a Participant who is granted a stock appreciation right is a person
who is regularly required to report his ownership and changes in ownership of
Common Stock of the Corporation to the Securities and Exchange Commission and
is subject to short-swing liability under the provisions of Section 16(b) of
the Exchange Act, then any election to exercise as well as any actual exercise
of his stock appreciation right shall be made only during the period beginning
on the third business day and ending on the twelfth business day following the
release for publication by the Corporation of quarterly or annual summary
statements of sales and earnings. Notwithstanding anything contained in the
Plan to the contrary, stock appreciation rights shall always be granted and
exercised in such a manner as to conform to the provisions of Rule 16b-3(e), or
any replacement rule, adopted pursuant to the provisions of the Exchange Act.
As adopted by the Board of Directors on November 15, 1988.
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Exhibit 4.5
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CORE INDUSTRIES INC
1988 Director Discounted Stock Option Plan
1. Definitions: As used herein, the following definitions shall
apply:
(a) "Plan" shall mean this Core Industries Inc 1988 Director
Discounted Stock Option Plan.
(b) "Committee" shall mean (i) a committee meeting the standards
of Rule 16b-3 of the Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any similar
successor rule, appointed by the Board of Directors of the Corporation
to administer the Plan or, (ii) if no such committee is appointed, the
Board of Directors of the Corporation as a whole, provided that a
majority of the members of the Board are "disinterested persons" within
the meaning of Rule 16b-3.
(c) "Corporation" shall mean Core Industries Inc, a Nevada
corporation, or any successor thereof.
(d) "Participant" shall mean each member of the Corporation's
Board of Directors who is not an employee of the Corporation or of any
subsidiary of the Corporation. For purposes of the Plan, a
"subsidiary" is any corporation in which the Corporation owns,
directly or indirectly, stock possessing more than fifty percent of the
combined voting power of all classes of stock.
(e) "Nonqualified Option" shall mean an option to purchase Common
Stock of the Corporation which meets the requirements set forth in the
Plan but does not meet the definition of an incentive stock option set
forth in Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code").
(f) "Market Value" shall mean the average of the highest and
lowest quoted selling prices of the Corporation's Common Stock on any
exchange or other market on which the shares of Common Stock of the
Corporation shall be traded on such date. If no shares of the
Corporation's Common Stock shall be traded on such date, "Market Value"
shall mean the average between the highest and lowest quoted selling
prices on the next preceding date on which any sales of the
Corporation's Common Stock shall have occurred.
(g) "Total Director Fees" shall mean the maximum amount of
director fees (including all fees receivable for attendance at Board of
Directors meetings, but excluding fees associated with service for any
committee of the Board of Directors) payable to a Participant during a
calendar year.
<PAGE> 2
(h) "Director Notice" shall mean an irrevocable written notice
delivered by a Participant to the Corporation prior to January 1 of any
year, to be effective for such calendar year or years as are specified
in such notice.
(i) "Designated Director Fees" shall mean the portion of a
Participant's Total Director Fees which shall be represented by grants
of Nonqualified Options pursuant to this Plan in lieu of cash payments
to such Participant, as specified by a Participant in a Director
Notice.
(j) "Option Price" shall mean the price at which a Nonqualified
Option may be exercised, as specified by a Participant in a Director
Notice, and which shall equal either 50% or 75% of Market Value on the
date of grant of such Nonqualified Option.
2. PURPOSE OF PLAN: The purpose of the Plan is to provide
non-employee directors of the Corporation with an increased incentive to make
significant and extraordinary contributions to the long-term performance and
growth of the Corporation and its subsidiaries, to joint the interests of
non-employee directors with the interests of the stockholders of the
Corporation, and to facilitate attracting and retaining non-employee directors
of exceptional ability.
3. ADMINISTRATION: The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee is authorized to interpret
the Plan, to promulgate, amend and rescind rules and regulations relating to
the Plan and to make all other determinations necessary or advisable for its
administration. Interpretation and construction of any provision of the Plan by
the Committee shall be final and conclusive. Acts approved by a majority of the
members present at any meeting at which a quorum is present, or acts
unanimously approved in writing by the Committee, shall be the acts of the
Committee.
4. ANNUAL GRANTS: On January 1 of each year following the effective
date of the Plan, each Participant shall receive a Nonqualified Option covering
that whole number of shares of the Corporation's Common Stock as is closest to
the quotient of (i) the Designated Director Fees, as set forth in the
Participant's Director Notice in effect for such year, divided by (ii) the
difference between Market Value and Option Price, as set forth in the
Participant's Director Notice in effect for such year. The option exercise
price for each such Nonqualified Option shall be such Option Price. Each
Participant's director fees to be received in cash for any year shall be
reduced by the Designated Director Fees as set forth in the Participant's
Director Notice in effect for such year.
5. INDEMNIFICATION OF COMMITTEE MEMBERS: In addition to such other
rights of indemnification as they may have, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with
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any appeal therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the Plan or any
option granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Committee
member has acted in bad faith; provided, however, that within sixty (60) days
after receipt of notice of institution of any such action, suit or proceeding
a Committee member shall offer the Corporation in writing the opportunity, at
its own cost, to handle and defend the same.
6. MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN: The maximum number of
shares with respect to which stock options may be granted under the Plan shall
be 100,000 shares in the aggregate of Common Stock of the Corporation, which
may consist in whole or in part of the authorized and unissued or reacquired
Common Stock of the Corporation. If a stock option expires or terminates for
any reason without having been fully exercised, the number of shares with
respect to which the stock option was not exercised at the time of its
expiration or termination shall again become available for the grant of stock
options under the Plan, unless the Plan shall have been terminated.
The number of shares subject to each outstanding stock option, the
option price with respect to outstanding stock options, and the aggregate
number of shares remaining available under the Plan shall be subject to such
adjustment as the Committee, in its discretion, deems appropriate to reflect
such events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Corporation. Provided, however,
that no fractional shares shall be issued pursuant to the Plan, no rights may
be granted under the Plan with respect to fractional shares, and any fractional
shares resulting from such adjustments shall be eliminated from any outstanding
stock option.
7. WRITTEN AGREEMENT: Each stock option shall be evidenced by a
written agreement and shall contain such provisions as may be approved by the
Committee. Such agreements shall constitute binding contracts between the
Corporation and the Participant, and every Participant, upon acceptance of such
agreement, shall be bound by the terms and restrictions of the Plan and of such
agreement. The terms of each such agreement shall be in accordance with the
Plan, but the agreements may include such additional provisions and restrictions
determined by the Committee, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan.
8. PAYMENT OF STOCK OPTION PRICE: To exercise in whole or in part any
stock option granted hereunder, payment of the option price in full in cash or,
with the consent of the Committee, in Common Stock of the Corporation, shall
be made by the Participant for all shares so purchased. In the discretion of
and subject to such conditions as may be established by the Committee, payment
of the option price may also be made by the
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Corporation retaining from the shares to be delivered upon exercise of the
stock option that number of shares having a fair market value on the date of
exercise equal to the option price of the number of shares with respect to
which the Participant exercises the stock option. No Participant shall have
any of the rights of a stockholder of the Corporation under any stock option
until the actual issuance of shares to said Participant, and prior to such
issuance no adjustment shall be made for dividends, distributions or other
rights in respect of such shares, except as provided in Paragraph 6.
9. EXERCISE OF STOCK OPTIONS: A Participant may exercise a stock
option, in whole or in part by delivery to the Corporation of written notice of
the exercise, in such form as the Committee may prescribe, accompanied by (i)
full payment for the shares with respect to which the stock option is
exercised, in cash or, in the sole discretion of the Committee, in Common Stock
of the Corporation or (ii) in the sole discretion of the Committee, irrevocable
instructions to a stock broker to promptly deliver to the Corporation full
payment for the shares with respect to which the stock option is exercised from
the proceeds of the stock broker's sale of or loan against the shares.
Successive stock options may be granted to the same Participant,
whether or not the stock option(s) previously granted to such Participant
remain unexercised. A Participant may exercise a stock option, if then
exercisable, notwithstanding that stock options previously granted to such
Participant remain unexercised.
10. NON-TRANSFERABILITY OF STOCK OPTIONS: No stock option granted
under the Plan to a Participant shall be transferable by such Participant
otherwise than by will, or by the laws of descent and distribution, and stock
options shall be exercisable, during the lifetime of the Participant, only by
the Participant.
11. TERM OF STOCK OPTIONS: If not sooner terminated, each stock option
granted hereunder shall expire not more than 10 years from the date of the
granting thereof, nor more than two years following the date upon which the
Participant ceases to be a member of the Corporation's Board of Directors. If
during any year a Participant fails to attend any meeting of the Board of
Directors, the portion (if any) of such Participant's director fees which were
not included in Designated Director Fees, and which the Participant therefore
elected to receive in cash, shall first be reduced and then, to the extent
necessary, the Participant's Nonqualified Option granted in such year shall be
reduced by that whole number of shares of Common Stock closest to the quotient
determined by dividing (i) the amount of remaining directors fees not received
by such Participant by (ii) the difference between the Market Value on the date
of grant and the applicable Option Price.
12. INVESTMENT PURPOSE: If the Committee in its discretion determines
that as a matter of law such procedure is or may be desirable, it may require a
Participant, upon any acquisition of stock hereunder and as a
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condition to the Corporation's obligation to deliver certificates representing
such shares, to execute and deliver to the Corporation a written statement, in
form satisfactory to the Committee, representing and warranting that the
Participant's acquisition of shares of stock shall be for such person's own
account, for investment and not with a view to the resale or distribution
thereof and that any subsequent offer for sale or sale of any such shares shall
be made either pursuant to (a) a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with respect to the
shares being offered and sold, or (b) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the Participant shall, prior to any offer for sale or sale of such shares,
obtain either the Corporation's approval or a favorable written opinion from
counsel for or approved by the Corporation as to the availability of such
exemption. The Corporation may endorse an appropriate legend referring to the
foregoing restiction upon the certificate or certificates representing any
shares issued or transferred to the Participant under this Plan.
13. RIGHT TO CONTINUED SERVICE AS A DIRECTOR: Nothing contained in the
Plan or in any stock option granted pursuant to the Plan, nor any action taken
by the Committee hereunder, shall confer upon any Participant any right with
respect to continuation of service as a director of the Corporation nor
interfere in any way with the right of the Corporation or its stockholders to
terminate such Participant's service as a director of the Corporation at any
time.
14. WITHHOLDING PAYMENTS: If upon the exercise of an option there
shall be payable by the Corporation any amount for income tax withholding, then
in the Committee's sole discretion, either the Corporation shall appropriately
reduce the amount of stock to be paid to the Participant or the Participant
shall pay such amount to the Corporation to reimburse it for such income tax
withholding. The Committee may, in its sole discretion, permit Participants to
satisfy such withholding obligations, in whole or in part, by electing to have
the amount of Common Stock delivered or deliverable upon exercise of a stock
option appropriately reduced, or by electing to tender Common Stock back to the
Corporation for such income tax withholding, subject to such rules and
regulations as the Committee may adopt. The Committee may make such other
arrangements with respect to income tax withholding as it shall determine.
15. EFFECTIVENESS OF PLAN: The Plan shall be effective on the date the
Board of Directors of the Corporation adopts the Plan, provided that the
stockholders of the Corporation approve the Plan within 12 months of its
adoption by the Board of Directors. Stock options may be granted prior to
stockholder approval of the Plan, but each such stock option grant shall be
subject to stockholder approval of the Plan. No stock option may be exercised
prior to stockholder approval.
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16. TERMINATION, DURATION AND AMENDMENTS OF PLAN: The Plan may be
abandoned or terminated at any time by the Board of Directors of the
Corporation. Unless sooner terminated, the Plan shall terminate on the date
ten years after its adoption by the Board of Directors, and no stock options may
be granted thereafter. The termination of the Plan shall not affect the
validity of any stock option outstanding on the date of termination.
For the purpose of conforming to any changes in applicable law or
govermental regulations, or for any other lawful purpose, the Board of Directors
shall have the right, with or without approval of the stockholders of the
Corporation, to amend or revise the terms of the Plan at any time; provided,
however, that no such amendment or revision shall (i) increase the maximum
number of shares in the aggregate which are subject to the Plan (subject,
however, to the provisions of Paragraph 6), change the class of persons
eligible to be Participants under the Plan or materially increase the benefits
accruing to Participants under the Plan, without approval or ratification
of the stockholders of the Corporation; or (ii) change the stock option price
(except as contemplated by Paragraph 6) or alter or impair any stock option
which shall have been previously granted under the Plan, without the consent
of the holder thereof.
As adopted by the Board of Directors on November 15, 1988.
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Exhibit 4.6
CORE INDUSTRIES INC
1991 Director Discounted Stock Option Plan
1. Definitions: As used herein, the following definitions shall apply:
(a) "Plan" shall mean this Core Industries Inc 1991 Director
Discounted Stock Option Plan.
(b) "Committee" shall mean a committee appointed by the Board of
Directors of the Corporation to administer the Plan consisting of two or more
members of the Corporation's Board of Directors who are not Participants under
the Plan, or, if no such committee is appointed, the Board of Directors of the
Corporation as a whole.
(c) "Corporation" shall mean Core Industries Inc, a Nevada
corporation, or any successor thereof.
(d) "Participant" shall mean each member of the Corporation's Board
of Directors who is not an employee of the Corporation or of any subsidiary of
the Corporation. For purposes of the Plan, a "subsidiary" is any corporation in
which the Corporation owns, directly or indirectly, stock possessing more than
fifty percent of the combined voting power of all classes of stock.
(e) "Nonqualified Option" shall mean an option to purchase Common
Stock of the Corporation which meets the requirements set forth in the Plan but
does not meet the definition of an incentive stock option set forth in Section
422A of the Internal Revenue Code of 1986, as amended (the "Code").
(f) "Market Value" shall mean the average of the highest and lowest
quoted selling prices of the Corporation's Common Stock on the New York Stock
Exchange or on any other exchange or other market on which the shares of Common
Stock of the Corporation shall be traded on such date. If no shares of the
Corporation's Common Stock shall be traded on such date, "Market Value" shall
mean the average between the highest and lowest quoted selling prices on the
next preceding date on which any sales of the Corporation's Common Stock shall
have occurred.
(g) "Total Director Fees" shall mean the maximum amount of director
fees (including all fees receivable for attendance at Board of Directors
meetings, but excluding fees associated with service for or on any committee of
the Board of Directors) payable to a Participant during a calendar year.
(h) "Director Notice" shall mean an irrevocable written notice
delivered by a Participant to the Corporation prior to January 1 of any year,
to be effective for such calendar year or years as are specified in such
notice.
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(i) "Designated Director Fees" shall mean the portion of a
Participant's Total Director Fees which shall be represented by grants of
Nonqualified Options pursuant to this Plan in lieu of cash payments to such
Participant, as specified by a Participant in a Director Notice.
(j) "Option Price" shall mean the price at which a Nonqualified
Option may be exercised, as specified by a Participant in a Director Notice,
and which shall equal either 50% or 75% of Market Value on the date of grant of
such Nonqualified Option.
2. PURPOSE OF PLAN: The purpose of the Plan is to provide
non-employee directors of the Corporation with an increased incentive to
make significant and extraordinary contributions to the long-term performance
and growth of the Corporation and its subsidiaries, to join the interests of
non-employee directors with the interests of the stockholders of the
Corporation, and to facilitate attracting and retaining non-employee directors
of exceptional ability.
3. ADMINISTRATION: The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee is authorized to interpret
the Plan, to promulgate, amend and rescind rules and regulations relating to
the Plan and to make all other determinations necessary or advisable for its
administration. Interpretation and construction of any provision of the Plan
by the Committee shall be final and conclusive. Acts approved by a majority of
the members present at any meeting at which a quorum is present, or acts
unanimously approved in writing by the Committee, shall be the acts of the
Committee.
4. ANNUAL GRANTS: On January 1 of each year following the effective
date of the plan, each Participant shall receive a Nonqualified Option covering
that whole number of shares of the Corporation's Common Stock as is closest to
the quotient of (i) the Designated Director Fees, as set forth in the
Participant's Director Notice in effect for such year, divided by (ii) the
difference between Market Value and Option Price, as set forth in the
Participant's Director Notice in effect for such year; provided, that with
respect to the January 1, 1992 Nonqualified Option grant, the number of shares
covered by the Nonqualified Option received by the Participant shall be reduced
by number of shares covered by any Nonqualified Option received by the
Participant pursuant to the Corporation's 1988 Director Discounted Stock Option
Plan. The option exercise price for each such Nonqualified Option shall be such
Option Price. Each Participant's director fees to be received in cash for any
year shall be reduced by the Designated Director Fees as set forth in the
Participant's Director Notice in effect for such year.
5. INDEMNIFICATION OF COMMITTEE MEMBERS: In addition to such other
rights of indemnification as they may have, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with
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any appeal therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the Plan or any
option granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Committee
member has acted in bad faith; provided, however, that within sixty (60) days
after receipt of notice of institution of any such action, suit or proceeding a
Committee member shall offer the Corporation in writing the opportunity, at its
own cost, to handle and defend the same.
6. MAXIMUM NUMER OF SHARES SUBJECT TO PLAN: The maximum number of
shares with respect to which stock options may be granted under the Plan shall
be 200,000 shares in the aggregate of Common Stock of the Corporation, which
may consist in whole or in part of the authorized and unissued or reacquired
Common Stock of the Corporation. If a stock option expires or terminates for
any reason without having been fully exercised, the number of shares with
respect to which the stock option was not exercised at the time of its
expiration or termination shall again become available for the grant of stock
options under the Plan, unless the Plan shall have been terminated.
The number of shares subject to each outstanding stock option, the
option price with respect to outstanding stock options, and the aggregate
number of shares remaining available under the Plan shall be subject to such
adjustment as the Committee, in its discretion, deems appropriate to reflect
such events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Corporation. Provided, however,
that no fractional shares shall be issued pursuant to the Plan, no rights may
be granted under the Plan with respect to fractional shares, and any fractional
shares resulting from such adjustments shall be eliminated from any outstanding
stock option.
7. WRITTEN AGREEMENT: Each stock option shall be evidenced by a
written agreement and shall contain such provisions as may be approved by the
Committee. Such agreements shall constitute binding contracts between the
Corporation and the Participant, and every Participant, upon acceptance of such
agreement, shall be bound by the terms and restrictions of the Plan and of such
agreement. The terms of each such agreement shall be in accordance with the
Plan, but the agreements may include such additional provisions and
restrictions determined by the Committee, provided that such additional
provisions and restrictions are not inconsistent with the terms of the Plan.
8. PAYMENT OF STOCK OPTION PRICE: To exercise in whole or in part any
stock option granted hereunder, payment of the option price in full in cash or,
with the consent of the Committee, in Common Stock of the Corporation, shall be
made by the Participant for all shares so purchased. In the discretion of and
subject to such conditions as may be established by
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the Committee, payment of the option price may also be made by the Corporation
retaining from the shares to be delivered upon exercise of the stock option
that number of shares having a fair market value on the date of exercise equal
to the option price of the number of shares with respect to which the
Participant exercises the stock option. No Participant shall have any of the
rights of a stockholder of the Corporation under any stock option until the
actual issuance of shares to said Participant, and prior to such issuance no
adjustment shall be made for dividends, distributions or other rights in
respect of such shares, except as provided in Paragraph 6.
9. EXERCISE OF STOCK OPTIONS: A Participant may exercise a stock
option, in whole or in part, by delivery to the Corporation of written notice
of the exercise, in such form as the Committee may prescribe, accompanied by
(i) full payment for the shares with respect to which the stock option is
exercised, in cash or, in the sole discretion of the Committee, in Common
Stock of the Corporation or (ii) in the sole discretion of the Committee,
irrevocable instructions to a stock broker to promptly deliver to the
Corporation full payment for the shares with respect to which the stock option
is exercised from the proceeds of the stock broker's sale of or loan against
the shares.
Successive stock options may be granted to the same Participant,
whether or not the stock option(s) previously granted to such Participant
remain unexercised. A Participant may exercise a stock option, if then
exercisable, notwithstanding that stock options previously granted to such
Participant remain unexercised.
10. NON-TRANSFERABILITY OF STOCK OPTIONS: No stock option granted
under the Plan to a Participant shall be transferable by such Participant
otherwise than by will, or by the laws of descent and distribution, and stock
options shall be exercisable, during the lifetime of the Participant, only by
the Participant.
11. TERM OF STOCK OPTIONS: If not sooner terminated, each stock
option granted hereunder shall expire not more than 10 years from the date of
the granting thereof, nor more than two years following the date upon which the
Participant ceases to be a member of the Corporation's Board of Directors. If
during any year a Participant fails to attend any meeting of the Board of
Directors, the portion (if any) of such Participant's director fees which were
not included in Designated Director Fees, and which the Participant therefore
elected to receive in cash, shall first be reduced and then, to the extent
necessary, the Participant's Nonqualified Option granted in such year shall be
reduced by that whole number of shares of Common Stock closest to the quotient
determined by dividing (i) the amount of remaining directors fees not received
by such Participant by (ii) the difference between the Market Value on the date
of grant and the applicable Option Price.
12. INVESTMENT PURPOSE: If the Committee in its discretion determines
that as a matter of law such procedure is or may be desirable, it
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may require a Participant, upon any acquisition of stock hereunder and as a
condition to the Corporation's obligation to deliver certificates representing
such shares, to execute and deliver to the Corporation a written statement, in
form satisfactory to the Committee, representing and warranting that the
Participant's acquisition of shares of stock shall be for such person's own
account, for investment and not with a view to the resale or distribution
thereof and that any subsequent offer for sale or sale of any such shares shall
be made either pursuant to (a) a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with respect to the
shares being offered and sold, or (b) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the Participant shall, prior to any offer for sale or sale of such shares,
obtain either the Corporation's approval or a favorable written opinion from
counsel for or approved by the Corporation as to the availability of such
exemption. The Corporation may endorse an appropriate legend referring to the
foregoing restriction upon the certificate or certificates representing any
shares issued or transferred to the Participant under this Plan.
13. NO RIGHT TO CONTINUED SERVICE AS A DIRECTOR: Nothing contained in
the Plan or in any stock option granted pursuant to the Plan, nor any action
taken by the Committee hereunder, shall confer upon any Participant any right
with respect to continuation of service as a director of the Corporation nor
interfere in any way with the right of the Corporation or its stockholders to
terminate such Participant's service as a director of the Corporation at any
time.
14. WITHHOLDING PAYMENTS: If upon the exercise of an option there
shall be payable by the Corporation any amount for income tax withholding, then
in the Committee's sole discretion, either the Corporation shall appropriately
reduce the amount of stock to be paid to the Participant or the Participant
shall pay such amount to the Corporation to reimburse it for such income tax
withholding. The Committee may, in its sole discretion permit Participants to
satisfy such withholding obligations, in whole or in part, by electing to have
the amount of Common Stock delivered or deliverable upon exercise of a stock
option appropriately reduced, or by electing to tender Common Stock back to the
Corporation subsequent to exercise of a stock option, to reimburse the
Corporation for such income tax withholding, subject to such rules and
regulations as the Committee may adopt. The Committee may make such other
arrangements with respect to income tax withholding as it shall determine.
15. EFFECTIVENESS OF PLAN: The Plan shall be effective on the date
the Board of Directors of the Corporation adopts the Plan, provided that the
stockholders of the Corporation approve the Plan within 18 months of its
adoption by the Board of Directors. Stock options may be granted prior to
stockholder approval of the Plan, but each such stock option grant shall be
subject to stockholder approval of the Plan. No stock option may be exercised
prior to stockholder approval. If the stockholders of the
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Corporation do not approve the Plan within 18 months of its adoption by the
Board of Directors, each Participant shall be entitled to receive in cash all
Designated Director Fees applied toward the grant of Nonqualified Options
hereunder to such date 18 months after the adoption of the Plan by the Board of
Directors (or to have the payment of such fees deferred until the Participant's
retirement from the Board of Directors, if the Participant has so elected
pursuant to the Corporation's director fee deferral program).
16. TERMINATION, DURATION AND AMENDMENTS OF PLAN: The Plan may be
abandoned or terminated at any time by the Board of Directors of the
Corporation. Unless sooner terminated, the Plan shall terminate on the date ten
years after its adoption by the Board of Directors, and no stock options may be
granted thereafter. The termination of the Plan shall not affect the validity
of any stock option outstanding on the date of termination.
For the purpose of conforming to any changes in applicable law or
governmental regulations, or for any other lawful purpose, the Board of
Directors shall have the right, with or without approval of the stockholders of
the Corporation, to amend or revise the terms of the Plan at any time;
provided, however, that no such amendment or revision shall (i) increase the
maximum number of shares in the aggregate which are subject to the Plan
(subject, however, to the provisions of Paragraph 6), change the class of
persons eligible to be Participants under the Plan or materially increase the
benefits accruing to Participants under the Plan, without approval or
ratification of the stockholders of the Corporation; (ii) change the formula
for determining the number of shares to be subject to Nonqualified Stock Options
within six months of such a prior change (other than to comport with changes in
the Code, the Employee Retirement Income Security Act, or the rules thereunder;
or (iii) change the option price (except as contemplated by Paragraph 6) or
alter or impair any stock option which shall have been previously granted under
the Plan, without the consent of the holder thereof.
As adopted by the Board of Directors on December 18, 1991.
<PAGE> 1
Exhibit 4.7
CORE INDUSTRIES INC
1993 Performance Incentive Plan
1. DEFINITIONS: As used herein, the following definitions shall apply:
(a) "Plan" shall mean this Core Industries Inc
1993 Performance Incentive Plan.
(b) "Corporation" shall mean Core Industries Inc, a Nevada
corporation, or any successor thereof.
(c) "Committee" shall mean a committee meeting the standards
of Rule 16b-3 of the Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any similar successor
rule, appointed by the Board of Directors of the Corporation to
administer the Plan or, if no such committee is appointed, the Board of
Directors as a whole.
(d) "Participant" shall mean any individual designated by the
Committee under Paragraph 6, for participation in the Plan.
(e) "Nonqualified Option" shall mean an option to purchase
Common Stock of the Corporation which meets the requirements set forth
in the Plan but does not meet the definition of an incentive stock
option set forth in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
(f) "Incentive Option" shall mean an option to purchase Common
Stock of the Corporation which meets the requirements set forth in the
Plan and also meets the definition of an incentive stock option set
forth in Section 422 of the Code.
(g) "Stock appreciation right" shall mean a right to receive
the appreciation in value, or percent thereof, of a specified number
of shares of the Common Stock of the Corporation, as provided in
Paragraph 12.
(h) "Subsidiary" shall mean any corporation in which the
Corporation owns, directly or indirectly, stock possessing more than
fifty percent of the combined voting power of all classes of stock.
(i) "Restricted stock award" shall mean a grant of Common
Stock of the Corporation which is subject to restrictions against
transfer, forfeiture and such other terms and conditions determined by
the Committee, as provided in Paragraph 18.
2. PURPOSE OF PLAN: The purpose of the Plan is to provide key
employees (including officers who are also key employees) of the Corporation
and its Subsidiaries with incentives to make significant and extraordinary
contributions to the long-term performance and growth of the Corporation and
its Subsidiaries, to join the interests of key employees with the interests of
the stockholders of the Corporation, and to facilitate attracting and retaining
key employees.
3. ADMINISTRATION: The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee shall determine, from
those eligible to be Participants under the Plan, the persons to be granted
stock options, stock appreciation rights and restricted stock, the amount of
stock or rights to be optioned or granted to each such person, and the terms
and conditions of any stock options, stock appreciation rights and restricted
stock. Subject to the provisions of the Plan, the
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Committee is authorized to interpret the Plan, to promulgate, amend and rescind
rules and regulations relating to the Plan and to make all other determinations
necessary or advisable for its administration. Interpretation and
construction of any provision of the Plan by the Committee shall be final and
conclusive. Acts approved by a majority of the members present at any meeting
at which a quorum is present, or acts approved in writing by a majority of the
Committee, shall be the acts of the Committee.
4. INDEMNIFICATION OF COMMITTEE MEMBERS: In addition to such other
rights of indemnification as they may have, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any option,
stock appreciation right or restricted stock granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by the Board of Directors of the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member has acted in bad faith; provided,
however, that within sixty (60) days after receipt of notice of institution of
any such action, suit or proceeding a Committee member shall offer the
Corporation in writing the opportunity, at its own cost, to handle and defend
the same.
5. MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN: At any given time, the
maximum number of shares of stock which may be issued pursuant to restricted
stock awards or with respect to which stock options or stock appreciate rights
may be granted under the Plan shall be the total of:
(a) 5% of the number of shares of Common Stock of the
Corporation that were outstanding (exclusive of treasury shares) as of
the end of the immediately preceding fiscal year of the Corporation
(rounded downward, if necessary to eliminate fractional shares), minus
the sum of:
(1) the number of shares of restricted stock awarded during
the period consisting of the immediately preceding three complete
fiscal years of the Corporation and its then-current fiscal year
to date (the "Adjustment Period");
(2) the number of shares with respect to which stock options
were granted during the Adjustment Period; and
(3) the number of shares with respect to which stock
appreciation rights were granted during the Adjustment Period;
plus,
(b) the number of shares with respect to which stock options
or stock appreciation rights granted during the Adjustment Period have
since expired or terminated for any reason other than exercise of such
stock options (or related stock appreciation right) or such stock
appreciation rights.
In addition to the foregoing, in no event may the total number of
shares covered by outstanding Incentive Options granted under the Plan, plus
the number of shares issued in settlement of exercised Incentive Options
granted under the Plan, whenever granted, exceed 1,000,000 shares.
The number of shares with respect to which a stock appreciation right
is granted during the Adjustment Period, but not the number of shares which the
Corporation delivers or could deliver to a
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Participant upon exercise of a stock appreciation right, shall be charged
against the aggregate number of shares available at any time under the Plan;
provided, however, that in the case of a stock appreciation right granted
during the Adjustment Period in conjunction with a stock option under
circumstances in which the exercise of the stock appreciation right results in
termination of the stock option and vice versa, only the number of shares
subject to the stock option shall be charged against the aggregate number of
shares available at any time under the Plan.
The number of shares subject to each outstanding stock option or stock
appreciation right or restricted stock award, the option price with respect to
outstanding stock options, the grant value with respect to outstanding stock
appreciation rights, and the aggregate number of shares available at any time
under the Plan shall be subject to such adjustment as the Committee, in its
discretion, deems appropriate to reflect such events as stock dividends, stock
splits, recapitalizations, mergers, consolidations or reorganizations of or by
the Corporation; provided, however, that no fractional shares shall be issued
pursuant to the Plan, no rights may be granted under the Plan with respect to
fractional shares, and any fractional shares resulting from such adjustments
shall be eliminated from any outstanding stock option, stock appreciation
right, or restricted stock award.
6. PARTICIPANTS: The Committee shall determine and designate from
time to time, in its sole discretion, those key employees (including officers
who are also key employees) of the Corporation or any Subsidiary to whom stock
options, stock appreciation rights, or restricted stock are to be granted or
awarded and who thereby become Participants under the Plan. Subject to
adjustment as provided in the final paragraph of Paragraph 5, no Participant
may be granted stock options or stock appreciation rights, or be awarded
restricted stock, as to more than 250,000 shares of the Corporation's Common
Stock in the aggregate in any fiscal year of the Corporation.
7. WRITTEN AGREEMENT: Each stock option, stock appreciation right and
restricted stock award shall be evidenced by a written agreement between the
Corporation and the Participant and shall contain such provisions as may be
approved by the Committee. Such agreements shall constitute binding contracts
between the Corporation and the Participant, and every Participant, upon
acceptance of such agreement, shall be bound by the terms and restrictions of
the Plan and of such agreement. The terms of each such agreement shall be in
accordance with the Plan, but the agreements may include such additional
provisions and restrictions determined by the Committee, provided that such
additional provisions and restrictions are not inconsistent with the terms of
the Plan.
8. ALLOTMENT OF SHARES: The Committee shall determine and fix the
number of shares of stock with respect to which each Participant may be granted
stock options and stock appreciation rights and the number of shares of
restricted stock which each Participant may be awarded; provided, however, that
no Incentive Option may be granted under the Plan to any one Participant which
would result in the aggregate fair market value, determined as of the date the
option is granted, of underlying stock with respect to which Incentive Options
are exercisable for the first time by such Participant during any calendar year
under any plan maintained by the Corporation (or any parent or subsidiary
corporation of the Corporation) exceeding $100,000.
9. STOCK OPTIONS: Subject to the terms of the Plan, the Committee may
grant to Participants either Incentive Options, Nonqualified Options or any
combination thereof. Each option granted under the Plan shall designate the
number of shares covered thereby, if any, with respect to which the option is
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an Incentive Option, and the number of shares covered thereby, if any, with
respect to which the option is a Nonqualified Option.
10. STOCK OPTION PRICE: Subject to the rules set forth in this
Paragraph 10, at the time any stock option is granted, the Committee shall
establish the price per share for which the shares covered by the option may
be purchased. With respect to an Incentive Option, such option price shall not
be less than 100% of the fair market value of the stock on the date on which
such option is granted; provided, however, that with respect to an Incentive
Option granted to an employee who at the time of the grant owns (after
applying the attribution rules of Section 424(d) of the Code) more than 10% of
the total combined voting stock of the Corporation or of any parent or
subsidiary, the option price shall not be less than 110% of the fair market
value of the stock on the date such option is granted. With respect to a
Nonqualified Option, the option price shall not be less than 50% of the fair
market value of the stock on the date such option is granted. Fair market
value of a share shall be determined by the Committee and may be determined by
taking the mean between the highest and lowest quoted selling prices of the
Corporation's stock on any exchange or other market on which the shares of
Common Stock of the Corporation shall be traded on such date. The option price
shall be subject to adjustment in accordance with the provisions of Paragraph 5
of the Plan.
11. PAYMENT OF STOCK OPTION PRICE: At the time of the exercise in
whole or in part of any stock option granted hereunder, payment of the option
price in full in cash or, with the consent of the Committee, in Common Stock of
the Corporation or by a promissory note payable to the order of the
Corporation which is acceptable to the Committee, shall be made by the
Participant for all shares so purchased. Such payment may, with the consent of
the Committee, also consist of a cash down payment and delivery of such a
promissory note in the amount of the unpaid exercise price. No Participant
shall have any of the rights of a stockholder of the Corporation under any
stock option until the actual issuance of shares to said Participant, and prior
to such issuance no adjustment shall be made for dividends, distributions or
other rights in respect of such shares, except as provided in Paragraph 5.
12. STOCK APPRECIATION RIGHTS: Subject to the terms of the Plan, the
Committee may grant stock appreciation rights to Participants either in
conjunction with, or independently of, any stock options granted under the
Plan. A stock appreciation right granted in conjunction with a stock option
may be an alternative right wherein the exercise of the stock option terminates
the stock appreciation right to the extent of the number of shares purchased
upon exercise of the stock option and, correspondingly, the exercise of the
stock appreciation right terminates the stock option to the extent of the
number of shares with respect to which the stock appreciation right is
exercised. Alternatively, a stock appreciation right granted in conjunction
with a stock option may be an additional right wherein both the stock
appreciation right and the stock option may be exercised; provided, however,
that a stock appreciation right may not be granted in conjunction with an
Incentive Option under circumstances in which the exercise of the stock
appreciation right affects the right to exercise the Incentive Option or vice
versa, unless the stock appreciation right, by its terms, meets all of the
following requirements:
(a) The stock appreciation right will expire no later than the
Incentive Option;
(b) The stock appreciation right may be for no more than the
difference between the option price of the Incentive Option and the
fair market value of the shares subject to the Incentive Option at the
time the stock appreciation right is exercised;
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(c) The stock appreciation right is transferable only when the
Incentive Option is transferable, and under the same conditions;
(d) The stock appreciation right may be exercised only when
the Incentive Option is eligible to be exercised; and
(e) The stock appreciation right may be exercised only when
the fair market value of the shares subject to the Incentive Option
exceeds the option price of the Incentive Option.
Upon exercise of a stock appreciation right, a Participant shall be
entitled to receive, without payment to the Corporation (except for applicable
withholding taxes), an amount equal to the applicable percentage, as specified
in the right, of the excess of (i) the then aggregate fair market value of the
number of shares with respect to which the Participant exercises the stock
appreciation right, over (ii) the aggregate fair market value of such number of
shares at the time the stock appreciation right was granted. This amount shall
be payable by the Corporation, in the sole discretion of the Committee or as
provided in the grant of the right, in cash, in shares of Common Stock of the
Corporation or any combination thereof, at the times provided in the grant of
right.
13. GRANTING AND EXERCISE OF STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS: Each stock option and stock appreciation right granted hereunder shall
be exercisable at any such time or times or in any such installments as may be
determined by the Committee at the time of the grant; provided, however, that
no stock appreciation right or stock option granted in conjunction therewith
may be exercisable prior to the expiration of six months from the date of grant
unless the Participant dies or becomes disabled prior thereto. If a
Participant who is granted a stock appreciation right is a person who is
regularly required to report his ownership and changes in ownership of Common
Stock of the Corporation to the Securities and Exchange Commission and is
subject to short-swing profit liability under the provisions of Section 16(b)
of the Exchange Act, then any election to exercise as well as any actual
exercise of his stock appreciation right shall be made only during the period
beginning on the third business day and ending on the twelfth business day
following the release for publication by the Corporation of quarterly or annual
summary statements of sales and earnings, or shall otherwise comply with
applicable provisions of Section 16 of the Exchange Act and the rules
thereunder. Notwithstanding anything contained in the Plan to the contrary,
stock appreciation rights shall always be granted and exercised in such a
manner as to conform to the provisions of Rule 16b-3(e), or any replacement
rule, adopted pursuant to the provisions of the Exchange Act. In addition, the
aggregate fair market value (determined at the time the option is granted) of
the stock with respect to which Incentive Options are exercisable for the first
time by a Participant during any calendar year shall not exceed $100,000.
A Participant may exercise a stock option or stock appreciation right,
if then exercisable, in whole or in part by delivery to the Corporation of
written notice of the exercise, in such form as the Committee may prescribe,
accompanied, in the case of a stock option, by full payment for the shares with
respect to which the stock option is exercised. Except as provided in
Paragraph 17, stock options and stock appreciation rights may be exercised only
while the Participant is an employee of the Corporation or a Subsidiary.
Successive stock options and stock appreciation rights may be granted
to the same Participant, whether or not the stock option(s) and stock
appreciation right(s) previously granted to such Participant remain
unexercised. A Participant may exercise a stock option or a stock appreciation
right,
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if then exercisable, notwithstanding that stock options and stock appreciation
rights previously granted to such Participant remain unexercised.
14. NON-TRANSFERABILITY OF STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS: No stock option or stock appreciation right granted under the Plan to
a Participant shall be transferable by such Participant otherwise than by will,
or by the laws of descent and distribution, and such option and stock
appreciation right shall be exercisable, during the lifetime of the
Participant, only by the Participant.
15. TERM OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS: If not
sooner terminated, each stock option and stock appreciation right granted
hereunder shall expire not more than 10 years from the date of the granting
thereof; provided, however, that with respect to an Incentive Option or a
related stock appreciation right granted to a Participant who, at the time of
the grant, owns (after applying the attribution rules of Section 424(d) of the
Code) more than 10% of the total combined voting stock of all classes of stock
of the Corporation or of any parent or subsidiary, such option and stock
appreciation right shall expire not more than five years after the date of
granting thereof.
16. CONTINUATION OF EMPLOYMENT: The Committee may require, in its
discretion, that any Participant under the Plan to whom a stock option or stock
appreciation right shall be granted shall agree in writing as a condition of
the granting of such stock option or stock appreciation right to remain in the
employ of the Corporation or a Subsidiary for a designated minimum period from
the date of the granting of such stock option or stock appreciation right as
shall be fixed by the Committee.
17. TERMINATION OF EMPLOYMENT: No stock option or stock appreciation
right may be exercised after a Participant's termination of employment, unless:
(a) such termination of employment is due to the Participant's death or
permanent disability, in which event any stock option or stock appreciation
right may be exercised for up to one year following the Participant's
termination of employment for such reason; (b) such termination of employment
is effected by the Corporation, in which event any stock option or stock
appreciation right may be exercised for up to three months following the
Participant's termination of employment for such reason; (c) such termination
of employment is due to the retirement of a Participant who is then 55 years of
age or older and who shall have been employed by the Corporation or by a
Subsidiary for at least 10 consecutive years, in which event any Incentive
Option may be exercised for up to three months following the Participant's
termination of employment for such reason and any Nonqualified Option or stock
appreciation right may be exercised until the later of (i) three months
following such retirement or (ii) the next following January 31; or (d) such
termination of employment is for any reason other than as set forth in clause
(a) of this Section 17 and the Committee, in its discretion, permits such
exercise (i) for a period not to exceed three months following such termination
of employment with respect to Incentive Options, or (ii) for a period not to
extend beyond the expiration date with respect to Nonqualified Options or stock
appreciation rights. In no event, however, shall a stock option or stock
appreciation right be exercisable subsequent to its expiration date. A stock
option or stock appreciation right may only be exercised after termination of a
Participant's employment to the extent exercisable on the date of termination of
employment.
18. RESTRICTED STOCK AWARDS: Subject to the terms of the Plan, the
Committee may award shares of restricted stock to Participants. All shares of
restricted stock granted to Participants under the Plan
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shall be subject to the following terms and conditions (and to such other terms
and conditions prescribed by the Committee):
(a) At the time of each award of restricted shares, there shall be
established for the shares a restricted period, which shall be no less than
six months. Such restricted period may differ among Participants and may
have different expiration dates with respect to portions of shares covered
by the same award.
(b) Shares of restricted stock awarded to Participants may not be
sold, assigned, transferred, pledged, hypothecated or otherwise encumbered
during the restricted period applicable to such shares. Except for such
restrictions on transfer, a Participant shall have all of the rights of a
stockholder in respect of restricted shares awarded to him including, but
not limited to, the right to receive dividends on, and the right to vote,
the shares.
(c) If a Participant ceases to be employed by the Corporation or a
Subsidiary for any reason other than death or permanent disability, all
shares theretofore awarded to the Participant which are still subject to
the restrictions imposed by Paragraph 18(b) shall upon such termination of
employment be forfeited and transferred back to the Corporation, without
payment of any consideration by the Corporation; provided, however, that in
the event such employment is terminated by action of the Corporation or a
Subsidiary without cause or by agreement between the Corporation or a
Subsidiary and the Participant, the Committee may, in its discretion,
release some or all of the shares from the restrictions.
(d) If a Participant ceases to be employed by the Corporation or a
Subsidiary by reason of death or permanent disability, the restrictions
imposed by Paragraph 18(b) shall lapse with respect to shares then subject
to such restrictions, unless otherwise determined by the Committee.
(e) Stock certificates shall be issued in respect of shares of
restricted stock awarded hereunder and shall be registered in the name of
the Participant. Such certificates shall be deposited with the Corporation
or its designee, together with a stock power endorsed in blank, and, in the
discretion of the Committee, a legend shall be placed upon such
certificates reflecting that the shares represented thereby are subject to
restrictions against transfer and forfeiture.
(f) At the expiration of the restricted period applicable to the
shares, the Corporation shall deliver to the Participant or the legal
representative of the Participant's estate the stock certificates deposited
with it or its designee and as to which the restricted period has expired.
If a legend has been placed on such certificates, the Corporation shall
cause such certificates to be reissued without the legend.
In the case of events such as stock dividends, stock splits,
recapitalizations, mergers, consolidations or reorganizations of or by the
Corporation, any stock, securities or other property which a Participant
receives or is entitled to receive by reason of his ownership of restricted
shares shall, unless otherwise determined by the Committee, be subject to the
same restrictions applicable to the restricted shares and shall be deposited
with the Corporation or its designee.
19. INVESTMENT PURPOSE: If the Committee in its discretion determines
that as a matter of law such procedure is or may be desirable, it may require
a Participant, upon any acquisition of stock hereunder (whether by reason of
the exercise of stock options or stock appreciation rights or the award of
restricted shares) and as a condition to the Corporation's obligation to
deliver certificates
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representing such shares, to execute and deliver to the Corporation a written
statement, in form satisfactory to the Committee, representing and warranting
that the Participant's acquisition of shares of stock shall be for such
person's own account, for investment and not with a view to the resale or
distribution thereof and that any subsequent offer for sale or sale of any such
shares shall be made either pursuant to (a) a Registration Statement on an
appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), which Registration Statement has become effective and is current with
respect to the shares being offered and sold, or (b) a specific exemption from
the registration requirements of the Securities Act, but in claiming such
exemption the Participant shall, prior to any offer for sale or sale of such
shares, obtain a favorable written opinion from counsel for or approved by the
Corporation as to the availability of such exemption. The Corporation may
endorse an appropriate legend referring to the foregoing restriction upon the
certificate or certificates representing any shares issued or transferred to
the Participant under the Plan.
20. RIGHTS TO CONTINUED EMPLOYMENT: Nothing contained in the Plan or
in any stock option, stock appreciation right or restricted stock granted or
awarded pursuant to the Plan, nor any action taken by the Committee hereunder,
shall confer upon any Participant any right with respect to the continuation of
employment by the Corporation or a Subsidiary as an employee nor interfere in
any way with the right of the Corporation or a Subsidiary to terminate such
person's employment as an employee at any time with or without cause.
21. WITHHOLDING PAYMENTS: If upon the exercise of a Nonqualified
Option or stock appreciation right, or upon the award of restricted stock or
the expiration of restrictions applicable to restricted stock, or upon a
disqualifying disposition (within the meaning of Section 422 of the Code) of
shares acquired upon exercise of an Incentive Option, there shall be payable by
the Corporation or a Subsidiary any amount for income tax withholding, in the
Committee's sole discretion, either the Corporation shall appropriately reduce
the amount of stock or cash to be paid to the Participant or the Participant
shall pay such amount to the Corporation or Subsidiary to reimburse it for such
income tax withholding. The Committee may in its sole discretion, permit
Participants to satisfy such withholding obligations in whole or in part, by
electing to have the amount of Common Stock delivered or deliverable by the
Company upon exercise of a stock option or stock appreciation right or upon
award of restricted stock appropriately reduced, or by electing to tender
Common Stock back to the Company subsequent to exercise of a stock option or
stock appreciation right or award of restricted stock, to reimburse the
Corporation for such income tax withholding, subject to such rules and
regulations as the Committee may adopt. The Committee may make such other
arrangements with respect to income tax withholding as it shall determine.
22. EFFECTIVENESS OF PLAN: The Plan shall be effective as of November
1, 1993; provided that the stockholders of the Corporation approve the Plan
within 12 months of that date. Stock options, stock appreciation rights and
restricted stock may be granted or awarded prior to stockholder approval of the
Plan, but each such stock option, stock appreciation right or restricted stock
grant or award shall be subject to stockholder approval of the Plan. No stock
option or stock appreciation right may be exercised prior to stockholder
approval, and any restricted stock awarded is subject to forfeiture if such
stockholder approval is not obtained.
23. TERMINATION AND AMENDMENTS OF PLAN: The Plan may be abandoned or
terminated at any time by the Board of Directors of the Corporation. The
termination of the Plan shall not affect the validity of any stock option,
stock appreciation right or restricted stock outstanding on the date of
termination.
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For the purpose of conforming to any changes in applicable law or
governmental regulations, or for any other lawful purpose, the Board of
Directors shall have the right, with or without approval of the stockholders of
the Corporation, to amend or revise the terms of the Plan at any time;
provided, however, that no such amendment or revision shall (i) increase the
maximum number of shares in the aggregate which are subject to the Plan
(subject, however, to the provisions of Paragraph 5), change the class of
persons eligible to be Participants under the Plan or materially increase the
benefits accruing to Participants under the Plan, without approval or
ratification of the stockholders of the Corporation; or (ii) change the stock
option price (except as contemplated by Paragraph 5) or alter or impair any
stock option, stock appreciation right, or restricted stock which shall have
been previously granted or awarded under the Plan, without the consent of the
holder thereof.
As adopted by the Board of Directors on November 1, 1993.
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Exhibit 4.8
CORE INDUSTRIES INC
1993 STOCK BONUS PLAN
1. DEFINITIONS: As used herein, the following definitions shall apply:
(a) "Plan" shall mean this Core Industries Inc 1993 Stock
Bonus Plan.
(b) "Corporation" shall mean Core Industries Inc, a Nevada
corporation, or any successor thereof.
(c) "Committee" shall mean a committee meeting the standards
of Rule 16b-3 of the Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any similar successor
rule, appointed by the Board of Directors of the Corporation to
administer the Plan or, if no such committee is appointed, the Board of
Directors as a whole.
(d) "Participant" shall mean any individual designated by the
Committee under Paragraph 6, for participation in the Plan.
(e) "Subsidiary" shall mean any corporation in which the
Corporation owns, directly or indirectly, stock possessing more than
fifty percent of the combined voting power of all classes of stock.
2. PURPOSE OF PLAN: The purpose of the Plan is to provide key
employees (including officers who are also key employees) of the Corporation
and its Subsidiaries with incentives to make increase the market value of the
Company's stock, to join the interests of key employees with the interests of
the stockholders of the Corporation, and to facilitate attracting and retaining
key employees.
3. ADMINISTRATION: The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee is authorized to interpret
the Plan, to promulgate, amend and rescind rules and regulations relating to
the Plan and to make all other determinations necessary or advisable for its
administration. Interpretation and construction of any provision of the Plan
by the Committee shall be final and conclusive. Acts approved by a majority of
the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee, shall be the acts of the
Committee.
4. INDEMNIFICATION OF COMMITTEE MEMBERS: In addition to such other
rights of indemnification as they may have, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by the Board of Directors of the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member has acted in bad faith; provided,
however, that within sixty (60) days after receipt of notice of institution of
any such action, suit or proceeding a Committee member shall offer the
Corporation in writing the opportunity, at its own cost, to handle and defend
the same.
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5. ANNUAL LIMITATION ON SHARES SUBJECT TO PLAN: The maximum number of
shares of stock which may be issued in any fiscal year of the Corporation under
the Plan shall be 150,000 shares of Common Stock of the Corporation, which may
consist in whole or in part of the authorized and unissued or reacquired
Common Stock of the Corporation. Such number of shares shall be subject to
such adjustment as the Committee, in its discretion, deems appropriate to
reflect such events as stock dividends, stock splits, recapitalizations,
mergers, consolidations or reorganizations of or by the Corporation. No
fractional shares shall be issued pursuant to the Plan.
6. PARTICIPANTS: The Committee shall determine and designate from
time to time, in its sole discretion, those officers and other key employees of
the Corporation or any Subsidiary who may participate under the Plan
("Participants"). Subject to adjustment as provided in Paragraph 5, no
Participant may receive more than 60,000 shares of Common Stock under the Plan
in any fiscal year of the Corporation.
7. ANNUAL AWARDS: Each year following the effective date of the Plan,
after the determination of employee bonuses, each Participant shall receive
that whole number of shares of Corporation's Common Stock as is closest to the
quotient of (i) the portion of the Participant's bonus which the Participant
has elected to designate to receive in Common Stock (by delivery to the
Corporation of an irrevocable election form, designating such portion in the
form of a percentage of total bonus, by November 15 of the prior year), divided
by (ii) the fair market value of the Corporation's Common Stock on November 1
of the year in which the election is made, or on such other date as the
Committee shall designate. Each Participant's annual bonus for such year,
payable in cash, shall be reduced by the portion so designated to be received
in Common Stock. The fair market value of the Corporation's Common Stock shall
be determined by the Committee and may be determined by taking the mean between
the highest and lowest quoted selling prices of the Corporation's stock on
any exchange or other market on which the shares of Common Stock of the
Corporation shall be traded on such date.
8. ALLOTMENT OF SHARES: In the event that the number of shares as to
which Participants provide written designations pursuant to Paragraph 7 exceeds
the annual limitation set forth in Paragraph 5, each Participant's allotment
of shares shall be reduced on a pro rata basis so that such annual limitation
is not exceeded.
9. NON-TRANSFERABILITY OF STOCK RIGHTS: No right to receive stock
under the Plan shall be transferable by a Participant otherwise than by will,
or by the laws of descent and distribution.
10. INVESTMENT PURPOSE: If the Committee in its discretion determines
that as a matter of law such procedure is or may be desirable, it may require a
Participant, upon any acquisition of stock hereunder and as a condition to the
Corporation's obligation to deliver certificates representing such shares, to
execute and deliver to the Corporation a written statement, in form
satisfactory to the Committee, representing and warranting that the
Participant's acquisition of shares of stock shall be for such person's own
account, for investment and not with a view to the resale or distribution
thereof and that any subsequent offer for sale or sale of any such shares shall
be made either pursuant to (a) a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with respect to the
shares being offered and sold, or (b) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the Participant shall, prior to any offer for sale or sale of such shares,
obtain a favorable written opinion from counsel for or approved by the
Corporation as to
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the availability of such exemption. The Corporation may endorse an appropriate
legend referring to the foregoing restriction upon the certificate or
certificates representing any shares issued or transferred to the Participant
under the Plan.
11. NO RIGHTS TO CONTINUED EMPLOYMENT: Nothing contained in the Plan,
nor any action taken by the Committee hereunder, shall confer upon any
Participant any right with respect to continuation of employment by the
Corporation or a Subsidiary as an employee nor interfere in any way with the
right of the Corporation or a Subsidiary to terminate such person's employment
as an employee at any time with or without cause.
12. WITHHOLDING: In the event that the Corporation or a Subsidiary
is required by applicable tax laws to withhold any amounts with respect to a
Participant's annual bonus, the Corporation or Subsidiary shall first
appropriately reduce the amount of the Common Stock portion of a Participant's
annual bonus, and then, if necessary, the cash portion of a Participant's
annual bonus, to reimburse it for such income tax withholding. The Committee
may make such other arrangements with respect to income tax withholding as it
shall determine.
13. EFFECTIVENESS OF PLAN: The Plan shall be effective as of November
1, 1993; provided that the stockholders of the Corporation approve the Plan
within 12 months of that date.
14. TERMINATION AND AMENDMENTS OF PLAN: The Plan may be abandoned or
terminated at any time by the Board of Directors of the Corporation. For the
purpose of conforming to any changes in applicable law or governmental
regulations, or for any other lawful purpose, the Board of Directors shall have
the right, with or without approval of the stockholders of the Corporation, to
amend or revise the terms of the Plan at any time; provided, however, that no
such amendment or revision shall increase the maximum annual number of shares
which are subject to the Plan (subject, however, to the provisions of Paragraph
5), change the class of persons eligible to be Participants under the Plan or
materially increase the benefits accruing to Participants under the Plan,
without approval or ratification of the stockholders of the Corporation.
As adopted by the Board of Directors on November 1, 1993.
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EXHIBIT 5.1
January 14, 1994
Core Industries Inc
500 North Woodward
P.O. Box 2000
Bloomfield Hills, Michigan 48304
Ladies and Gentlemen:
We have represented Core Industries Inc, a Nevada corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-8 (the "Registration Statement"), for registration under the Securities Act
of 1933, as amended (the "Securities Act"), of a maximum of 2,000,000 of the
Company's shares of Common Stock, $1.00 par value (the "Common Stock"), to be
issued pursuant to the Core Industries Inc (a) 1978 Stock Option Plan, as
amended on October 24, 1980, December 18, 1981 and January 12, 1988, (b) 1988
Employee Stock Option Plan, (c) 1988 Director Discounted Stock Option Plan, (d)
1991 Director Discounted Stock Option Plan, (e) 1993 Performance Incentive Plan
and (f) 1993 Stock Bonus Plan (collectively, the "Plans").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that the shares of Common Stock to be offered
by the Company under the Plans pursuant to the Registration Statement have been
duly authorized and, when issued and sold by the Company in accordance with the
Plans and the stock options exercised thereunder, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under Item 5 of the
Registration Statement (Interests of Named Experts and Counsel). In giving
such consents, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission thereunder.
Very truly yours,
HONIGMAN MILLER SCHWARTZ AND COHN
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Core Industries Inc
We consent to the incorporation by reference in this Registration Statement of
Core Industries Inc on Form S-8, of our reports dated October 21, 1993
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Core Industries Inc, for the year ended August 31, 1993, and to reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche
Detroit, Michigan
January 14, 1994
