As filed with the Securities and Exchange Commission on July 1, 1998.
Registration No. 333-_________
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
ITI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1340453
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2266 NORTH SECOND STREET, NORTH SAINT PAUL, MINNESOTA 55109
(Address of Principal Executive Offices) (Zip Code)
ITI TECHNOLOGIES, INC.
LONG-TERM STOCK INCENTIVE PLAN (1992)
(AMENDED AND RESTATED AS OF MAY 13, 1998)
(Full title of the plan)
THOMAS L. AUTH Copy to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER MICHELE D. VAILLANCOURT
ITI TECHNOLOGIES, INC. WINTHROP & WEINSTINE, P.A.
2266 NORTH SECOND STREET 3000 DAIN RAUSCHER PLAZA
NORTH SAINT PAUL, MINNESOTA 55109 60 SOUTH SIXTH STREET
(Name and address of agent for service) MINNEAPOLIS, MINNESOTA 55402
(612) 347-0700
(612) 777-2690
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
TITLE OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
SECURITIES BE REGISTERED MAXIMUM MAXIMUM REGISTRATION
TO BE OFFERING PRICE AGGREGATE FEE
REGISTERED PER SHARE OFFERING PRICE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value (1) 500,000 shares $29.13 (2) $14,565,000 (1) $4,297
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each Share of Common Stock includes one Common Stock Purchase Right which is
not currently exercisable or separable from the Common Stock.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended
("Securities Act"), based upon the average of the high and low prices for such
Common Stock on June 29, 1998, as reported on The Nasdaq National Market.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1) under the Securities
Act. Such documents need not be filed with the Securities and Exchange
Commission (the "Commission" or "SEC") either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. Such documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K for the year ended December
31, 1997, which contains audited financial statements for the Company's fiscal
year ended December 31, 1997.
b. The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1998 and all other reports filed by the Company with the Commission
since December 31, 1997 pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
c. Description of the Company's Securities contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-84328), as incorporated
by reference into the Company's Registration Statement on Form 8-A (File No.
0-24900), filed with the SEC.
d. All reports and documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining to be sold.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock, $0.01 per share par value (the "Common Stock"), of the
Company offered pursuant to this Registration Statement is registered under
Section 12(g) of the Exchange Act. The description of the Company's Common Stock
is incorporated by reference pursuant to Item 3.c. above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is organized under The General Corporation Law of the State of
Delaware, Title 8 of the Delaware Code (1984). Pursuant to Section 145 of Title
8 of the Delaware Code, the Company may provide and has provided in its
Certificate of Incorporation that its current and former officers, directors,
employees and agents be indemnified to the fullest extent permitted if they act
in good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of the Company. Such indemnification may cover liabilities
under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Winthrop & Weinstine, P.A. as to the legality of Common
Stock of the Company
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Winthrop & Weinstine, P.A. [included in its opinion filed
as Exhibit 5.1]
24.1 Powers of Attorney [included as part of signature page]
99.1 ITI Technologies, Inc. Long-Term Stock Incentive Plan (1992)
(Amended and Restated as of May 13, 1998)
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING.
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 most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or
Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That for the purpose of determining 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
<PAGE>
of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) STATEMENT REQUIRED IN CONNECTION WITH FILING OF REGISTRATION STATEMENT ON
FORM S-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<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 the City of North Saint Paul, State of Minnesota, on June 30,
1998.
ITI TECHNOLOGIES, INC.
By /s/ Thomas L. Auth
------------------------------------------------
Thomas L. Auth
Chairman, President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Thomas L. Auth and Charles A. Durant, or either of them, such person's true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such person's name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits hereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, 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, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of June 30, 1998 by the following
persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/s/ Thomas L. Auth Chairman, President, Chief
- -------------------------------- Executive Officer, and Director
Thomas L. Auth (Principal Executive Officer
and Principal Financial Officer)
/s/ W. Wallace McDowell, Jr. Director
- --------------------------------
W. Wallace McDowell, Jr.
/s/ William C. Ughetta, Jr. Director
- --------------------------------
William C. Ughetta, Jr.
/s/ Sangwoo Ahn Director
- --------------------------------
Sangwoo Ahn
/s/ Walter Barry Director
- --------------------------------
Walter Barry
/s/ Perry J. Lewis Director
- --------------------------------
Perry J. Lewis
/s/ Jack A. Reichert Vice President Finance
- -------------------------------- (Principal Accounting Officer)
Jack A. Reichert
Exhibit 5.1
WINTHROP & WEINSTINE, P.A.
3000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
June 30, 1998
ITI Technologies, Inc.
2266 North Second Street
North Saint Paul, Minnesota 55109
Re: Registration Statement on Form S-8
ITI Technologies, Inc. Long-Term Stock Incentive Plan (1992)
500,000 Shares
Gentlemen:
We have acted as legal counsel for ITI Technologies, Inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission, and the Prospectus to be used in conjunction with the Registration
Statement (the "Prospectus"), relating to the registration under the Securities
Act of 1933, as amended, of 500,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), to be issued under the ITI
Technologies, Inc. Long-Term Stock Incentive Plan (1992) (Amended and Restated
as of May 13, 1998), in the manner set forth in the Registration Statement and
the Prospectus.
In connection therewith, we have examined (a) the Certificate of Incorporation
and Bylaws of the Company, both as amended to date; (b) the corporate
proceedings of the Company relative to its organization and to the authorization
and issuance of the Shares; and (c) the Registration Statement and the
Prospectus. In addition to such examination, we have reviewed such other
proceedings, documents and records and have ascertained or verified such
additional facts as we deem necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been legally incorporated and is validly existing under
the laws of the State of Delaware.
2. All necessary corporate action has been taken by the Company to authorize
the issuance of the Shares.
<PAGE>
3. The Shares are validly authorized by the Company's Certificate of
Incorporation, as amended, and when issued and paid for as contemplated in
the Registration Statement and Prospectus, will be validly issued, fully
paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
WINTHROP & WEINSTINE, P.A.
By - /s/ Michele D. Vaillancourt
Michele D. Vaillancourt
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
ITI Technologies, Inc. on Form S-8 of our reports dated March 9, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of ITI Technologies, Inc. as of December 31, 1997 and 1996, and for the years
ended December 1997, 1996, and 1995, which reports are included in the Annual
Report on Form 10-K for the year ended December 31, 1997.
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
Minneapolis, Minnesota
June 30, 1998
Exhibit 99.1
ITI TECHNOLOGIES, INC.
LONG-TERM STOCK INCENTIVE PLAN (1992)
(AMENDED AND RESTATED AS OF MAY 13, 1998)
Section 1. PURPOSE
The purposes of the ITI Technologies, Inc. Long-Term Stock Incentive
Plan (1992) (the "PLAN") are to promote the interests of ITI Technologies, Inc.
and its shareholders by attracting and retaining nonemployee directors,
executive personnel and other key employees of outstanding ability; and enabling
such directors and employees to participate in the long-term growth and
financial success of ITI Technologies, Inc.
Section 2. DEFINITIONS
"AWARD" shall mean a grant or award under SECTION 6, 7 or 8 of the
Plan, as evidenced in a written document delivered to a Participant as provided
in SECTION 9(b).
"BOARD OF DIRECTORS" shall mean the Board of Directors of the
Corporation.
"CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
"COMMITTEE" shall mean the Compensation Committee of the Board of
Directors and any sub-committee of the Compensation Committee designated by the
Board of Directors and/or the Compensation Committee.
"COMMON STOCK" or "STOCK" shall mean the Common Stock, $.01 par value,
of the Corporation.
"CORPORATION" shall mean ITI Technologies, Inc.
"DESIGNATED BENEFICIARY" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive amounts due the
Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean the
Participant's estate.
"EMPLOYEE" shall mean any key employee of the Employer.
"EMPLOYER" shall mean the Corporation and any Subsidiary.
"FISCAL YEAR" shall mean the fiscal year of the Corporation.
"NONEMPLOYEE DIRECTOR" shall mean a director of the Corporation who is
not also an employee of the Corporation.
<PAGE>
"OPTION" shall mean a stock option granted under SECTION 6 which is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code.
"PARTICIPANT" shall mean an Employee and/or a Nonemployee Director who
is selected by the Committee to receive an Award under the Plan.
"RESTRICTION PERIOD" shall mean the period of years selected by the
Committee during which a grant of Restricted Stock or Restricted Stock Units may
be forfeited to the Corporation.
"RESTRICTED STOCK" shall mean shares of Common Stock contingently
granted to a Participant under SECTION 7 of the Plan.
"RESTRICTED STOCK UNIT" shall mean a unit contingently awarded under
SECTION 7 of the Plan.
"STOCK APPRECIATION RIGHT" shall mean a right granted under SECTION 8.
"SUBSIDIARY" shall mean any business entity in which the Corporation
possesses directly or indirectly fifty percent (50%) or more of the total
combined voting power.
Section 3. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have sole and complete authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time deem advisable, and to interpret the terms and provisions of
the Plan. The Committee may delegate to one or more executive officers of the
Corporation the power to make Awards to Participants who are not executive
officers or directors of the Corporation provided the Committee shall fix the
maximum amount of such Awards for the group and a maximum for any one
Participant. The Committee's decisions shall be binding upon all persons,
including the Corporation, stockholders, an Employer, Employees, Nonemployee
Directors, Participants and Designated Beneficiaries.
Section 4. ELIGIBILITY
All Employees and Nonemployee Directors who, in the opinion of the
Committee, have the capacity for contributing in a substantial measure to the
successful performance of the Corporation are eligible to be Participants in the
Plan.
Section 5. MAXIMUM AMOUNT AVAILABLE FOR AWARDS
(a) The maximum number of shares of Stock in respect of which Awards
may be made under the Plan shall be a total of 2,500,000 shares of Common Stock.
Shares of Common Stock may be made available from the authorized but unissued
shares of the Corporation or from shares reacquired by the Corporation. In the
event that (i) an Option expires or is terminated
<PAGE>
unexercised as to any shares of Common Stock covered thereby; or (ii) any Award
in respect of shares is canceled or forfeited for any reason under the Plan
without the delivery of shares of Common Stock, such shares shall thereafter be
again available for award pursuant to the Plan.
(b) In the event that the Committee shall determine that any stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below fair
market value, or other similar corporate event affects the Common Stock such
that an adjustment is required in order to preserve the benefits or potential
benefits intended to be made available under this Plan, then the Committee
shall, in its sole discretion, and in such manner as the Committee may deem
equitable, adjust any or all of (i) the number and kind of shares which
thereafter may be awarded or optioned and sold under the Plan; (ii) the number
and kind of shares subject to outstanding Options and other Awards; and (iii)
the grant, exercise or conversion price with respect to any of the foregoing
and/or, if deemed appropriate, make provision for a cash payment to a
Participant or a person who has an outstanding Option or other Award; provided,
however, that the number of shares subject to any Option or other Award shall
always be a whole number.
Section 6. STOCK OPTIONS
(a) GRANT. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Employees and/or Nonemployee
Directors to whom Options shall be granted, the number of shares to be covered
by each Option, the option price therefor and the conditions and limitations
applicable to the exercise of the Option.
(b) OPTION PRICE. The Committee shall establish the option price at the
time each Option is granted.
(c) EXERCISE.
(1) Each Option shall be exercisable at such times and subject
to such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award or thereafter, provided, however, that in no
event may any Option granted hereunder be exercisable after the expiration of
ten years from the date of such grant. The Committee may impose such conditions
with respect to the exercise of Options, including, without limitation, any
relating to the application of federal or state securities laws, as it may deem
necessary or advisable.
(2) No shares shall be delivered pursuant to any exercise of
an Option until payment in full of the option price therefor is received by the
Corporation. Such payment may be made in cash, or its equivalent, or, if and to
the extent permitted by the Committee, by exchanging shares of Common Stock
owned by the optionee (which are not the subject of any pledge or other security
interest), or by a combination of the foregoing, provided that the combined
value of all cash and cash equivalents and the fair market value of any such
Common Stock so tendered to the Corporation, valued as of the date of such
tender, is at least equal to such option price.
<PAGE>
Section 7. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
(a) Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Employees and/or Nonemployee
Directors to whom shares of Restricted Stock and Restricted Stock Units shall be
granted, the number of shares of Restricted Stock and the number of Restricted
Stock Units to be granted to each Participant, the duration of the Restriction
Period during which, and the conditions under which, the Restricted Stock and
Restricted Stock Units may be forfeited to the Corporation, and the other terms
and conditions of such Awards. The Restriction Period shall consist of at least
one (1) year (which may be shortened or waived by the Committee at any time in
its discretion) with respect to one (1) or more Participants or Awards
outstanding.
(b) Restricted Stock Units and shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, except as herein
provided, during the Restriction Period. Certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and deposited by such Participant, together with a stock power endorsed in
blank, with the Corporation. At the expiration of the Restriction Period, the
Corporation shall deliver such certificates to the Participant or the
Participant's legal representative. Payment for Restricted Stock Units shall be
made by the Corporation in cash or shares of Common Stock, as determined at the
sole discretion of the Committee.
Section 8. STOCK APPRECIATION RIGHTS
The Committee may, with sole and complete authority, grant Stock
Appreciation Rights in tandem with an Option, in addition to an Option, or
freestanding and unrelated to an Option. Stock Appreciation Rights granted in
tandem with or in addition to an Option may be granted either at the same time
as the Option or at a later time. Stock Appreciation Rights shall not be
exercisable earlier than six (6) months after grant, shall not be exercisable
after the expiration of ten (10) years from the date of grant and shall have an
exercise price of not less than one hundred percent (100%) of the fair market
value of the Common Stock on the close of business on the date of grant ("FAIR
MARKET VALUE"). A Stock Appreciation Right shall entitle the Participant to
receive from the Corporation an amount of cash equal to the excess, if any, of
the Fair Market Value of a share of Common Stock on the exercise of the Stock
Appreciation Right (or such other date specified by the Committee at the time of
grant) over the exercise price thereof.
Section 9. GENERAL PROVISIONS
(a) WITHHOLDING. The Employer shall have the right to deduct from all
amounts paid to a Participant in cash (whether under this Plan or otherwise) any
taxes required by law to be withheld in respect of Awards under this Plan. In
the case of payments of Awards in the form of Common Stock, at the Committee's
discretion the Participant may be required to pay to the Employer the amount of
any taxes required to be withheld with respect to the amount of any taxes
required to be withheld with respect to such Common Stock, or, in lieu thereof,
the Employer shall have the right to retain (or the Participant may be offered
the opportunity to elect
<PAGE>
to tender) the number of shares of Common Stock whose fair market value equals
the amount required to be withheld.
(b) AWARDS. Each Award hereunder shall be evidenced in writing,
delivered to the Participant and shall specify the terms and conditions thereof
and any rules applicable thereto, including, but not limited to, the effect on
such Award of the death, retirement or other termination of employment of the
Participant and the effect thereon, if any, of a change in control of the
Corporation.
(c) NONTRANSFERABILITY. No Award shall be assignable or transferable
except by will or the laws of descent and distribution, and no right or interest
of any Participant shall be subject to any lien, obligation or liability of the
Participant.
(d) NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to
be granted an Award, and the grant of an Award shall not be construed as giving
a Participant the right to be retained in the employ of the Employer. Further,
the Employer expressly reserves the right at any time to dismiss a Participant
free from any liability, or any claim under the Plan, except as provided herein
or in any agreement entered into with respect to any Award.
(e) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
under the Plan until he or she has become the holder thereof. Notwithstanding
the foregoing, in connection with each grant of Restricted Stock hereunder, the
applicable Award shall specify if and to what extent the Participant shall not
be entitled to the rights of a stockholder in respect of such Restricted Stock.
(f) CONSTRUCTION OF THE PLAN. The validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined solely in
accordance with the laws of New York, regardless of the law that might be
applied under applicable principles of conflicts of laws.
(g) EFFECTIVE DATE. Subject to the approval of the stockholders of the
Corporation, the Plan shall be effective on May 11, 1992. No Options or Awards
may be granted under the Plan after May 10, 2002.
(h) AMENDMENT OF AWARD; AMENDMENT OF THE PLAN.
(1) The Committee may amend, modify or terminate any
outstanding Award with the Participant's consent at any time prior to payment or
exercise in any manner not inconsistent with the terms of the Plan, including
without limitation (i) to change the date or dates as of which (A) an Option
becomes exercisable; (B) Restricted Stock becomes nonforfeitable; or (ii) to
cancel and reissue an Award under such different terms and conditions as it
determines appropriate.
<PAGE>
(2) The Board of Directors may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that no amendment shall be
made without stockholder approval if such approval is necessary to comply with
any tax or regulatory requirement. Notwithstanding anything to the contrary
contained herein, the Committee may amend the Plan in such manner as may be
necessary so as to have the Plan conform with local rules and regulations.
(i) NOTICE OF EXERCISE. Prior to the receipt of any shares of Common
Stock in connection with any Award hereunder, the Participant will execute and
deliver to the Corporation a Notice of Exercise of Stock Option in the form, and
containing such terms and conditions, as shall be determined by the Committee.
