<PAGE>
As filed with the Securities and Exchange Commission on November 7, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
FPA Medical Management, Inc.
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0604264
- --------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
2878 Camino Del Rio South
Suite 301
San Diego, California 92108
- ---------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
FPA Medical Management, Inc.
Amended Omnibus Stock Option Plan
---------------------------------
(Full title of the plan)
Dr. Sol Lizerbram, President
FPA Medical Management, Inc.
2878 Camino Del Rio South, Suite 301
San Diego, California 92108
-------------------------------------
(Name and address of agent for service)
(619) 295-7005
------------------------------------------------------
(Telephone number, including area code, of agent for service)
with a copy to:
James A. Lebovitz, Esquire Justin P. Klein, Esquire
Senior Vice President, Ballard Spahr Andrews & Ingersoll
General Counsel and Secretary 1735 Market Street
FPA Medical Management, Inc. Philadelphia, Pennsylvania 19103-7599
2878 Camino Del Rio South, Suite 301 (215) 665-8500
San Diego, California 92108
CALCULATION OF REGISTRATION FEE
-------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $.002 2,500,000 $18.75 $46,875,000 $14,205
per share
________________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee.
In accordance with Rule 457(c), the price shown is based upon the
average of the high and low prices of FPA Medical Management, Inc.
Common Stock on November 1, 1996, $18.75, as reported on The Nasdaq
National Market.
<PAGE>
Part I and Items 3-7 and 9 of Part II of FPA Medical Management
Inc.'s Registration Statement on Form S-8 (33-00076) are incorporated by
reference herein pursuant to Instruction E of Form S-8.
Item 8. Exhibits.
--------
4.1 Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1,
Registration No. 33-79714)
5 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in
Exhibit 5)
24 Power of Attorney (included on page II-2)
99 FPA Medical Management, Inc. Amended Omnibus Stock Option Plan
II-1
<PAGE>
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 San Diego, California, on November 7, 1996.
FPA MEDICAL MANAGEMENT, INC.
By: /s/ Seth Flam
-------------------------------------
Seth Flam
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints Dr. Sol Lizerbram, Dr. Seth Flam and Steven M. Lash,
and each of them, his or her true and lawful attorney-in-fact, with full power
of substitution, for him in any and all capacities, to execute and cause to be
filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, and hereby ratifies and confirms
all that said attorney-in-fact or his substitute or substitutes may do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Sol Lizerbram Chairman of the Board of Directors November 7, 1996
- ------------------
Sol Lizerbram
/s/ Seth Flam Director, President and Chief November 7, 1996
- ------------------ Executive Officer
Seth Flam (Principal Executive Officer)
/s/ Steven M. Lash Executive Vice President November 7, 1996
- ------------------ President and Chief Financial
Steven M. Lash Officer (Principal Financial Officer)
II-2
<PAGE>
/s/ Cheryl A. Moore Vice President-Finance and November 7, 1996
- ----------------------- Chief Accounting Officer
Cheryl A. Moore (Principal Accounting Officer)
/s/ Howard Hassman Executive Vice President - November 7, 1996
- ----------------------- Corporate Development and
Howard Hassman Director
/s/ Kevin Ellis Chief Medical Officer and November 7, 1996
- ----------------------- Director
Kevin Ellis
/s/ Michael Feinstein Director November 7, 1996
- -----------------------
Michael Feinstein
Director
- -----------------------
Harvey Wilson
Director
- -----------------------
Sheldon Derezin
/s/ Stephen J. Dresnick Director November 7, 1996
- -----------------------
Stephen J. Dresnick
/s/ Herbert A. Wertheim Director November 7, 1996
- -----------------------
Herbert A. Wertheim
II-3
<PAGE>
EXHIBIT INDEX
Number Exhibit
- ------ -------
4.1 Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1,
Registration No. 33-79714)
5 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)
24 Power of Attorney (included on page II-2)
99 FPA Medical Management, Inc. Amended Omnibus Stock Option Plan
<PAGE>
Exhibit 5
[Letterhead of Ballard Spahr Andrews & Ingersoll]
November 5, 1996
FPA Medical Management, Inc.
2878 Camino del Rio South, Suite 301
San Diego, California 92108
RE: FPA Medical Management, Inc. -
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to FPA Medical Management, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of common stock of the Company, par value $.002 per share
(the "Shares"), issuable upon the exercise of options (the "Options") granted
and to be granted under the FPA Medical Management, Inc. Omnibus Stock Option
Plan, as amended (the "Omnibus Plan").
The opinion expressed below is based on the assumption that the
Registration Statement on Form S-8 with respect to the Shares issuable upon the
exercise of the Options will have been filed by the Company with the Securities
and Exchange Commission and will have become effective before any of the Shares
are issued and that the persons acquiring the Shares will receive a prospectus
containing all of the information required by Part I of Form S-8 before
acquiring such Shares.
In rendering our opinion, we have reviewed such certificates, documents,
corporate records and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below. In giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments presented to us
as copies and the genuineness of all signatures.
<PAGE>
FPA Medical Management, Inc.
November 5, 1996
Page 2
Based on the foregoing, we are of the opinion that the 1,500,000 Shares,
when issued upon exercise of Options granted or to be granted under the Omnibus
Plan and upon payment of the option price, all in accordance with the terms of
the Omnibus Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement on Form S-8 being filed with respect to the offering of the Shares.
Very truly yours,
/s/ Ballard Spahr Andrews
& Ingersoll
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
FPA Medical Management, Inc. on Form S-8 of our report dated March 8, 1996,
appearing in the Annual Report on Form 10-K/A of FPA Medical Management, Inc.
for the year ended December 31, 1995.
Deloitte & Touche LLP
San Diego, California
November 5, 1996
<PAGE>
Exhibit 99
FPA MEDICAL MANAGEMENT, INC.
AMENDED OMNIBUS STOCK OPTION PLAN
ARTICLE I
Purpose
The purpose of the Omnibus Stock Option Plan (the "Plan") is to enable
FPA Medical Management, Inc. (the "Company") to offer employees and directors
of, and consultants to, the Company and its subsidiaries, options to acquire
equity interests in the Company, thereby attracting, retaining and rewarding
such persons, and strengthening the mutuality of interests between such persons
and the Company's stockholders.
ARTICLE II
Definitions
For purposes of the Plan, the following terms shall have the following
meanings:
2.1 "Award" shall mean an award under the Plan of any Stock Option.
-----
2.2 "Board" shall mean the Board of Directors of the Company.
-----
2.3 "Change of Control" shall mean the occurrence of any one of the
-----------------
following: (i) the Company enters into an agreement of reorganization, merger
or consolidation pursuant to which the Company or a Subsidiary is not the
surviving corporation, (ii) the Company sells substantially all its assets to a
purchaser other than a Subsidiary, or (iii) shares of stock of the Company
representing in excess of 25% of the total combined voting power of all
outstanding classes of stock of the Company are acquired, in one transaction or
a series of transactions, by a single purchaser or group of related purchasers
(as such terms are defined in Rule 12b-2 under the Securities Exchange Act of
1934), in any case other than in a transaction that has been approved by the
Board.
<PAGE>
2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
2.5 "Committee" shall mean the Compensation Committee of the Board
---------
consisting of two or more Directors of the Company.
2.6 "Common Stock" shall mean the Common Stock, par value $.002 per
------------
share, of the Company.
2.7 "Consultant" shall mean any individual who is a consultant to
----------
the Company or a Subsidiary.
2.8 "Director" shall mean any individual who is a member of the
--------
Board or the Board of Directors of a Subsidiary.
2.9 "Disability" shall mean a disability that results in the
----------
termination of a Participant's employment with the Company or a Subsidiary, as
determined pursuant to standard Company procedures.
2.10 "Fair Market Value" for purposes of the Plan, unless otherwise
-----------------
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the average of the high and low sales
prices of a share of Common Stock as reported on the principal national
securities exchange on which the Common Stock is listed or admitted to trading,
or, if not listed or traded on any such exchange, The Nasdaq Stock Market
("Nasdaq"), or, if such sales prices are not available, the average of the bid
and asked prices per share reported on Nasdaq, or, if such quotations are not
available, the fair market value as determined by the Board, which determination
shall be conclusive.
2.11 "Incentive Stock Option" shall mean any Stock Option awarded
----------------------
under the Plan intended to be and designated as an "Incentive Stock Option"
within the meaning of Section 422 of the Code.
2.12 "Non-Qualified Stock Option" shall mean any Stock Option awarded
--------------------------
under the Plan that is not an Incentive Stock Option.
2.13 "Participant" shall mean an employee, Director or Consultant to
-----------
whom an Award has been made pursuant to the Plan.
2.14 "Stock Option" or "Option" shall mean any option to purchase
------------ ------
shares of Common Stock granted pursuant to Article VI.
2
<PAGE>
2.15 "Subsidiary" shall mean any subsidiary of the Company, 51% or
----------
more of the voting stock of which is owned, directly or indirectly, by the
Company.
2.16 "Termination for Cause" shall mean a Termination of Employment
---------------------
that has been designated as a "termination for cause" pursuant to standard
Company procedures.
2.17 "Termination of Employment" shall mean a termination of
-------------------------
employment with, or service as a Director or Consultant of, the Company and all
of its Subsidiaries for reasons other than a military or personal leave of
absence granted by the Company or any Subsidiary.
ARTICLE III
Administration
3.1 The Committee. The Plan shall be administered and interpreted
-------------
by the Committee.
3.2 Awards. The Committee shall have full authority to grant Stock
------
Options, pursuant to the terms of the Plan, to persons eligible under Article V.
In particular, the Committee shall have the authority:
(a) to select the persons to whom Stock Options may from time to
time be granted hereunder;
(b) to determine whether and to what extent Incentive Stock
Options and Non-Qualified Stock Options, or any combination thereof, are to be
granted hereunder to one or more persons eligible to receive Awards under
Article V;
(c) to determine the number of shares of Common Stock to be
covered by each such Award granted hereunder; and
(d) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder (including, but not
limited to, the option price, the term of the option, and any provision
affecting the exercisability or acceleration of, any Award.
3.3 Guidelines. Subject to Article VII hereof, the Committee shall
----------
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable; to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreements relating thereto); and to otherwise
supervise the administration of the Plan. The Committee may
3
<PAGE>
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Award granted in the manner and to the extent it shall deem
necessary to carry the Plan into effect. Notwithstanding the foregoing, no
action of the Committee under this Section 3.3 shall impair the rights of any
Participant without the Participant's consent, unless otherwise required by law.
3.4 Decisions Final. Any decision, interpretation or other action
---------------
made or taken in good faith by the Committee arising out of or in connection
with the Plan shall be final, binding and conclusive on the Company, all
Participants and their respective heirs, executors, administrators, successors
and assigns.
ARTICLE IV
Share Limitation
4.1 Shares. The maximum aggregate number of shares of Common Stock
------
which may be issued under the Plan shall be 4,000,000 shares of Common Stock
(subject to any increase or decrease pursuant to Section 4.2), which may be
either authorized and unissued Common Stock or issued Common Stock reacquired by
the Company. If any Option granted under the Plan shall expire, terminate or be
cancelled for any reason without having been exercised in full, the number of
unpurchased shares shall again be available for the purposes of the Plan.
4.2 Changes. In the event of any merger, reorganization,
-------
consolidation, recapitalization, dividend (other than a dividend or its
equivalent which is credited to a Participant or a regular cash dividend), stock
split, or other change in corporate structure affecting the Common Stock, such
substitution or adjustment shall be made in the maximum aggregate number of
shares which may be issued under the Plan, in the number and option price of
shares subject to outstanding Options granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any Award shall always be a whole number.
ARTICLE V
Eligibility
5.1 Employees. Officers and other employees of the Company and its
---------
Subsidiaries are eligible to be granted Awards under the Plan.
4
<PAGE>
5.2 Directors and Consultants. Directors and Consultants are
-------------------------
eligible to be granted Awards under the Plan, provided that Directors and
Consultants who are not employees of the Company or a Subsidiary may not be
granted Incentive Stock Options.
ARTICLE VI
Stock Options
6.1 Options. Each Stock Option granted under the Plan shall be
-------
either an Incentive Stock Option or a Non-Qualified Stock Option.
6.2 Grants. The Committee shall have the authority to grant to any
------
person eligible under Article V one or more Incentive Stock Options, Non-
Qualified Stock Options, or both types of Stock Options. To the extent that any
Stock Option does not qualify as an Incentive Stock Option (whether because of
its provisions or the time or manner of its exercise or otherwise), such Stock
Option or the portion thereof which does not qualify as an Incentive Stock
Option shall constitute a separate Non-Qualified Stock Option. The Committee
shall not grant to any person during any calendar year options to purchase more
than 750,000 shares of Common Stock.
6.3 Incentive Stock Options. Anything in the Plan to the contrary
-----------------------
notwithstanding, no term of the Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify the Plan under Section
422 of the Code, or, without the consent of the Participants affected, to
disqualify any Incentive Stock Option under such Section 422.
6.4 Terms of Options. Options granted under the Plan shall be
----------------
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable:
(a) Stock Option Contract. Each Stock Option shall be evidenced
---------------------
by, and subject to the terms of, a Stock Option Contract executed by the Company
and the Participant. The Stock Option Contract shall specify whether the Option
is an Incentive Stock Option or a Non-Qualified Stock Option, the number of
shares of Common Stock subject to the Stock Option, the option price, the option
term, and the other terms and conditions applicable to the Stock Option.
5
<PAGE>
(b) Option Price. Subject to section (l) below, the option
------------
price per share of Common Stock purchasable upon exercise of a Stock Option
shall be determined by the Committee at the time of grant but shall be not less
than 100% of the Fair Market Value of the Common Stock on the date of grant if
the Stock Option is intended to be an Incentive Stock Option.
(c) Option Term. Subject to section (l) below, the term of
-----------
each Stock Option shall be fixed by the Committee, but no Stock Option shall be
exercisable more than ten years after the date it is granted.
(d) Exercisability. Stock Options shall be exercisable at such
--------------
time or times and subject to such terms and conditions as shall be determined by
the Committee at the time of grant; provided, however, that the Committee may
waive any installment exercise or waiting period provisions, in whole or in
part, at any time after the date of grant, based on such factors as the
Committee shall deem appropriate in its sole discretion.
(e) Method of Exercise. Subject to such installment exercise
------------------
and waiting period provisions as may be imposed by the Committee, Stock Options
may be exercised in whole or in part at any time during the option term by
giving written notice of exercise to the Company specifying the number of shares
of Common Stock to be purchased and the option price therefor. The notice of
exercise shall be accompanied by payment in full of the option price in such
form as the Committee may accept and, if requested, by the representation
described in Section 9.2. The option price may be paid in cash or check
acceptable to the Company or by any other consideration as the Committee deems
acceptable. Unless otherwise determined by the Committee in its sole discretion
at or after grant, payment in full or in part may be made in the form of Common
Stock duly owned by the Participant (and for which the Participant has good
title free and clear of any liens and encumbrances), based on the Fair Market
Value of the Common Stock on the last trading date preceding payment. Upon
payment in full of the option price, as provided herein, a stock certificate or
stock certificates representing the number of shares of Common Stock to which
the Participant is entitled shall be issued and delivered to the Participant. A
Participant shall not be deemed to be the holder of Common Stock, or to have the
rights of a holder of Common Stock, with respect to shares subject to the
Option, unless and until a stock certificate or stock certificates representing
such shares of Common Stock are issued to such Participant.
(f) Death. If a Participant's employment by the Company or a
-----
Subsidiary terminates by reason of death, unless otherwise determined by the
Committee at the time of grant, any Stock Option held by such Participant which
was exercisable at
6
<PAGE>
the date of death may be exercised by the legal representative of the
Participant's estate at any time or times during the period beginning on the
date of death and ending one year after the date of death or until the
expiration of the stated term of such Stock Option, whichever period is shorter,
and any Stock Option not exercisable at the date of death shall be forfeited.
(g) Disability. If a Participant's employment by the Company
----------
or a Subsidiary terminates by reason of Disability, unless otherwise determined
by the Committee at the time of grant, any Stock Option held by such Participant
which was exercisable on the date of such Termination of Employment may
thereafter be exercised by the Participant at any time or times during the
period beginning on the date of such termination and ending one year after the
date of such termination or until the expiration of the stated term of such
Stock Option, whichever period is shorter, and any Stock Option not exercisable
on the date of such Termination of Employment shall be forfeited. If an
Incentive Stock Option is exercised after the expiration of the exercise period
that applies for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.
(h) Termination of Employment. In the event of a Termination of
-------------------------
Employment by reason of retirement or for any reason other than death,
Disability or Termination for Cause, unless otherwise determined by the
Committee at the time of grant, any Stock Option held by such Participant which
was exercisable on the date of such Termination of Employment may be exercised
by the Participant at any time or times during the period beginning on the date
of such Termination of Employment and ending one month after such date or until
the expiration of the stated term of such Stock Option, whichever period is
shorter, and any Stock Option not exercisable on the date of such Termination of
Employment shall be forfeited.
(i) Termination for Cause. In the event of a Termination for
---------------------
Cause, any Stock Option held by the Participant which was not exercised prior
to the date of such Termination for Cause shall be forfeited.
(j) Change of Control. In the event of a Change of Control, all
-----------------
outstanding Stock Options shall immediately become fully exercisable, and upon
payment by the Participant of the option price (and, if requested, delivery of
the representation described in Section 9.2), a stock certificate or
certificates representing the Common Stock covered thereby shall be issued and
delivered to the Participant.
(k) Incentive Stock Option Limitations. To the extent that the
----------------------------------
aggregate Fair Market Value (determined as of the
7
<PAGE>
date of grant) of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by the Participant during any calendar year
under the Plan and/or any other stock option plan of the Company or any
subsidiary or parent corporation (within the meaning of Section 424 of the Code)
exceeds $100,000, such Options shall be treated as Options which are not
Incentive Stock Options.
Should the foregoing provisions not be necessary in order for the
Stock Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Committee may amend the Plan accordingly, without
the necessity of obtaining the approval of the stockholders of the Company.
(l) Ten-Percent Stockholder Rule. Notwithstanding any other provision
----------------------------
of the Plan to the contrary, no Incentive Stock Option shall be granted to any
person who, immediately prior to the grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company, unless the option price is at least 110% of the Fair Market Value of
the Common Stock on the date of grant and the Option, by its terms, expires no
later than five years after the date of grant.
ARTICLE VII
Termination or Amendment
7.1 Termination or Amendment of the Plan. The Committee may at any
------------------------------------
time amend, discontinue or terminate the Plan or any part thereof (including any
amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in Article IX); provided, however, that,
unless otherwise required by law, the rights of a Participant with respect to
Awards granted prior to such amendment, discontinuance or termination, may not
be impaired without the consent of such Participant and, provided further,
without the approval of the Company's stockholders, no amendment may be made
that would (i) materially increase the aggregate number of shares of Common
Stock that may be issued under the Plan (except by operation of Section 4.2);
(ii) materially modify the requirements as to eligibility to participate in the
Plan; or (iii) materially increase the benefits accruing to Participants.
7.2 Amendment of Awards. The Committee may amend the terms of any
-------------------
Award theretofore granted, prospectively or retroactively, but, subject to
Article IV, no such amendment or other action by the Committee shall impair the
rights of any
8
<PAGE>
holder without the holder's consent. The Committee may also substitute new
Stock Options for previously granted Stock Options having higher option prices.
ARTICLE VIII
Unfunded Plan
8.1 Unfunded Status of Plan. The Plan is intended to constitute an
-----------------------
"unfunded" plan for incentive compensation. With respect to any payment not yet
made to a Participant by the Company, nothing contained herein shall give any
such Participant any rights that are greater than those of a general creditor of
the Company.
ARTICLE IX
General Provisions
9.1 Nonassignment. Except as otherwise provided in the Plan, Awards
-------------
made hereunder and the rights and privileges conferred thereby shall not be
sold, transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of such Award, right or privilege contrary to
the provisions hereof, or upon the levy of any attachment or similar process
thereon, such Award and the rights and privileges conferred hereby shall
immediately terminate and the Award shall immediately be forfeited to the
Company.
9.2 Legend. The Committee may require each person acquiring shares
------
pursuant to an Award under the Plan to represent to the Company in writing that
the Participant is acquiring the shares without a view to distribution thereof.
The stock certificates representing such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
All certificates representing shares of Common Stock delivered under
the Plan shall be subject to such stock transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange or
stock market upon which the Common Stock is then listed or traded, any
applicable Federal or state securities law, and any applicable
9
<PAGE>
corporate law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.
9.3 Other Plans. Nothing contained in the Plan shall prevent the
-----------
Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.
9.4 No Right to Employment. Neither the Plan nor the grant of any
----------------------
Award hereunder shall give any Participant or other employee any right with
respect to continuance of employment by the Company or any Subsidiary, nor shall
there be a limitation in any way on the right of the Company or any Subsidiary
by which a Participant is employed to terminate such Participant's employment at
any time. Neither the Plan nor the grant of any Award hereunder shall give any
Director or Consultant any right with respect to continued service as a director
or consultant, nor shall the Plan impose any limitation on the right of the
Company to terminate a Consultant's services at any time or constitute evidence
of any agreement or understanding by the Company's stockholders that the Company
will nominate any director for reelection.
9.5 Withholding of Taxes. The Company shall have the right to
--------------------
reduce the number of shares of Common Stock otherwise deliverable pursuant to
the Plan by an amount that would have a Fair Market Value equal to the amount of
all Federal, state and local taxes required to be withheld, or to deduct the
amount of such taxes from any cash payment otherwise to be made to the
Participant. In connection with such withholding, the Committee may make such
arrangements as are consistent with the Plan as it may deem appropriate.
9.6 Listing and Other Conditions.
----------------------------
(a) If the Common Stock is listed on a national securities
exchange, the issuance of any shares of Common Stock pursuant to an Award shall
be conditioned upon such shares being listed on such exchange. The Company shall
have no obligation to issue such shares unless and until such shares are so
listed, and the right to exercise any Option shall be suspended until such
listing has been effected.
(b) If at any time counsel to the Company shall be of the
opinion that any sale or delivery of shares of Common Stock pursuant to an Award
is or may in the circumstances be unlawful or result in the imposition of excise
taxes under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or
10
<PAGE>
delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock or Awards, and the right to
exercise any Option shall be suspended until, in the opinion of such counsel,
such sale or delivery shall be lawful or shall not result in the imposition of
excise taxes.
(c) Upon termination of any period of suspension under this
Section 9.6, any Award affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such
suspension and as to shares which would otherwise have become available during
the period of such suspension, but no such suspension shall extend the term of
any Option.
9.7 Governing Law. The Plan and actions taken in connection
-------------
herewith shall be governed and construed in accordance with the laws of the
State of Delaware.
9.8 Construction. Wherever any words are used in the Plan in the
------------
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.
9.9 Liability of the Board and the Committee. No member of the
----------------------------------------
Board or the Committee nor any employee of the Company or any of its
subsidiaries shall be liable for any act or action hereunder, whether of
omission or commission, by any other member or employee or by any agent to whom
duties in connection with the administration of the Plan have been delegated or,
except in circumstances involving bad faith, gross negligence or fraud, for
anything done or omitted to be done by himself.
9.10 Other Benefits. No payment pursuant to an Award under the Plan
--------------
shall be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or any Subsidiary nor affect any benefits under
any other benefit plan now or hereafter in effect under which the availability
or amount of benefits is related to the level of compensation.
9.11 Costs. The Company shall bear all expenses incurred in
-----
administering the Plan, including expenses of issuing Common Stock upon the
exercise of Options granted.
9.12 Severability. If any part of the Plan shall be determined to be
------------
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the
11
<PAGE>
remaining provisions of the Plan which shall continue in full force and effect.
9.13 Successors. The Plan shall be binding upon and inure to the
----------
benefit of any successor or successors of the Company.
9.14 Headings. Article and section headings contained in the Plan
--------
are included for convenience only and are not to be used in construing or
interpreting the Plan.
ARTICLE X
Effective Date of Plan
10.1 The Plan shall be effective as of the date of its approval by
the Company's stockholders.
ARTICLE XI
Term of Plan
11.1 No Stock Option shall be granted pursuant to the Plan on or
after the tenth anniversary of its approval by the Company's stockholders, but
Awards granted prior to such tenth anniversary may extend beyond that date.
12
