As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ANADIGICS, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2582106
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
35 Technology Drive, Warren, New Jersey 07059
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(Address of Principal Executive Offices) (Zip Code)
1995 LONG-TERM INCENTIVE AND SHARE AWARD PLAN, AS AMENDED
1997 LONG-TERM INCENTIVE AND SHARE AWARD PLAN FOR EMPLOYEES
(Full title of the plans)
Ronald Rosenzweig
Chief Executive Officer and President
ANADIGICS, Inc.
35 Technology Drive
Warren, New Jersey 07059
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(Name and address of agent for service)
(908) 668-5000
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(Telephone number, including area code, of agent for service)
With a Copy to:
Stephen A. Greene, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to Offering Aggregate Amount of
Registered be Price Per Offering Registration
Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 1,500,000(1) $36.313(4) $54,469,500 $16,506
(par value
$0.01 per
share) 838,269(2) $36.313(4) $30,440,062 $ 9,224
312,450(3) $30.00 (5) $ 9,373,500 $ 2,841
531(3) $30.333(5) $ 16,107 $ 5
2,700(3) $35.667(5) $ 96,301 $ 29
35,700(3) $26.875(5) $ 959,438 $ 291
5,100(3) $27.75 (5) $ 141,525 $ 43
3,000(3) $29.625(5) $ 88,875 $ 27
2,250(3) $32.688(5) $ 73,548 $ 23
------------ ----------- -------
Total: 2,700,000 $95,658,856 $28,989
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</TABLE>
(1) Represents the maximum number of additional shares as to which options may
be granted under the 1995 Long-Term Incentive and Share Award Plan, as
amended.
(2) Represents the maximum number of additional shares as to which options may
be granted under the 1997 Long-Term Incentive and Share Award Plan for
Employees.
(3) Represents the number of shares that may be issued upon exercise of
outstanding options granted under the 1997 Long-Term Incentive and Share
Award Plan for Employees.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h)(1), based on an exercise price equal to
the average of the high and low price per share of the Registrant's Common
Stock on July 25, 1997 as reported on the Nasdaq Stock Market.
(5) Based upon the exercise price of such shares.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by ANADIGICS, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, and the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
(2) The Registrant's Registration Statement on Form S-1 (File NO.
33-89928) filed with the Commission on March 23, 1995, including
the description of the Registrant's common stock (the "Common
Stock") par value $.01 contained therein under the caption
"Description of Capital Stock."
(3) The Registrant's Registration Statement on Form S-8 (File No.
33-91750).
All documents subsequently filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended (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 a part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities offered is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to authority conferred by Section 102 of the Delaware General
Corporation Law (the "DGCL"), the Registrant's Certificate of Incorporation
contains a provision providing that no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payment of dividends as provided in
Section 174 of the DGCL and (iv) any transaction from which the director derived
an improper personal benefit. This provision is intended to eliminate the risk
that a director might incur personal liability to the Registrant or its
stockholders
II-1
<PAGE>
for breach of the duty of care. The Certificate of Incorporation
also provides that if Delaware law is amended to eliminate or limit further the
liability of directors, then the liability of a director of the Registrant shall
be eliminated or limited, without further stockholder action.
Section 145 of the DGCL contains provisions permitting and, in some
situations, requiring Delaware corporations, such as the Registrant, to provide
indemnification to their officers and directors for losses and litigation
expenses incurred in connection with their service to the corporation in those
capacities. The By-Laws of the Registrant contain such a provision requiring
indemnification by the Registrant of its directors and officers to the fullest
extent permitted by law, as the law may be amended from time to time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
3.1 Amended and Restated Certificate of Incorporation of Anadigics,
Inc. (incorporated by reference from the Company's Registration
Statement on Form S-8 (File No. 33-91750) dated May 1, 1995.)
3.2 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of Anadigics, Inc.*
5.1 Opinion of Cahill Gordon & Reindel.*
10.1 1995 Long-Term Incentive and Share Award Plan, as amended.*
10.2 1997 Long-Term Incentive and Share Award Plan for Employees.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).*
24.1 Power of Attorney.*
---------------
* Filed herewith.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) 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 1993; (ii) to
reflect in the Prospectus any facts or events
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<PAGE>
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 to the extent that such information required to be
included by clauses (i) or (ii) is not contained in periodic reports filed by
the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference into this 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.
(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 post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That for the purposes of determining any liability under the Securities
Act of 1993, 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 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.
(5) 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 had 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 governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Warren, State of New Jersey on July 31, 1997.
ANADIGICS, INC.
By: /s/ Richard Rosenzweig
---------------------------
Ronald Rosenzweig
Chief Executive Officer
and President
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 dates indicated.
Signature Title Date
/s/ Ronald Rosenzweig CEO and President; July 31, 1997
- ----------------------------
Ronald Rosenzweig Director
/s/ John F. Lyons* Senior Vice President July 31, 1997
- ---------------------------- and CFO; Principal Financial
John F. Lyons and Accounting Officer)
Officer)
/s/ George Gilbert* Director July 31, 1997
- ----------------------------
George Gilbert
/s/ Charles Huang* Director July 31, 1997
- ----------------------------
Charles Huang
/s/ Paul S. Bachow* Director July 31, 1997
- ----------------------------
Paul S. Bachow
/s/ Charles Burton Director July 31, 1997
- ----------------------------
Charles Burton
/s/ David Fellows* Director July 31, 1997
- ----------------------------
David Fellows
/s/ Bruns Grayson* Director July 31, 1997
- ----------------------------
Bruns Grayson
/s/ Harry T. Rein* Director July 31, 1997
- ----------------------------
Harry T. Rein
/s/ Lewis Solomon* Director July 31, 1997
- ----------------------------
Lewis Solomon
- ------------------
*Signed by attorney-in-fact.
S-1
EXHIBIT 5.1
(LETTERHEAD OF CAHILL GORDON & REINDEL)
July 31, 1997
ANADIGICS, Inc.
35 Technology Drive
Warren, New Jersey 07050
Ladies and Gentlemen:
We have acted as counsel to ANADIGICS, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to up to 2,700,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of the Company
reserved for issuance under the Company's 1997 Long-Term Incentive and Share
Award Plan for Employees and the Company's 1995 Long-Term Incentive and Share
Award Plan, as amended, (together, the "Plans").
We wish to advise you that in our opinion the shares of Common Stock
covered by the aforesaid Registration Statement, when issued pursuant to the
Plans (assuming that the exercise price with respect to options will in every
case be not less than the par value of such shares), will be legally issued,
fully paid and nonassessable and no personal liability will be attached to the
ownership thereof.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the aforesaid Registration Statement.
Very truly yours,
/S/ CAHILL GORDON & REINDEL
----------------------------
CAHILL GORDON & REINDEL
EXHIBIT 10.1
ANADIGICS, INC.
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1995 LONG TERM INCENTIVE AND SHARE-AWARD PLAN
AS AMENDED MAY 29,1997
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(1) Purposes. The purposes of the 1995 Long Term Incentive and Share Award
Plan are to advance the interests of ANADIGICS, Inc. and its shareholders by
providing a means to attract, retain and motivate employees and directors of the
Company upon whose judgment, initiative and efforts the continued success,
growth and development of the Company is dependent.
(2) Definitions. For purposes of the Plan, the following terms shall be
defined as set forth below.
(a) "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a
participating employer under the Plan, provided that the Company
directly or indirectly owns at least 20% of the combined voting power
of all classes of stock of such entity or at least 20% of the
ownership interests in such entity.
(b) "Award" means any Option, SAR, Restricted Share, Restricted
Share Unit, Performance Share, Performance Unit, Dividend Equivalent,
or Other Share-Based Award granted to an Eligible Employee under the
Plan.
(c) "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.
(d) "Beneficiary" means the person, persons, trust or trusts
which have been designated by such Eligible Employee in his or her
most recent written beneficiary designation filed with the Company to
receive the benefits specified under this Plan upon the death of the
Eligible Employee, or, if there is no designated Beneficiary or
surviving designated Beneficiary, then the person, persons, trust or
trusts entitled by will or the laws of descent and distribution to
receive such benefits.
(e) "Board" means the Board of Directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time. References to any provision of the Code shall be
deemed to include successor provisions thereto and regulations
thereunder.
(g) "Committee" means the Compensation Committee of the Board, or
such other Board committee as may be designated by
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the Board to administer the Plan; provided, however, that the
Committee shall consist of two or more directors of the Company, each
of whom is a "disinterested person" within the meaning of Rule 16b-3
under the Exchange Act, to the extent applicable.
(h) "Company" means ANADIGICS, Inc., a corporation organized
under the laws of Delaware, or any successor corporation.
(i) "Director" means a non-employee member of the Board.
(j) "Director's Option" means an NQSO granted to a Director under
Section 7.
(k) "Dividend Equivalent" means a right, granted under Section
5(g), to receive cash, Shares, or other property equal in value to
dividends paid with respect to a specified number of Shares. Dividend
Equivalents may be awarded on a free-standing basis or in connection
with another Award, and may be paid currently or on a deferred basis.
(l) "Eligible Employee" means any employee of the Company or its
Subsidiaries and Affiliates, including any director who is an
employee.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange
Act shall be deemed to include successor provisions thereto and
regulations thereunder.
(n) "Fair Market Value" means, with respect to Shares or other
property, the fair market value of such Shares or other property
determined by such methods or procedures as shall be established from
time to time by the Committee. Unless otherwise determined by the
Committee in good faith, the Fair Market Value of Shares as of any
given date prior to the existence of a public market for the Company's
Shares shall mean the Company's book value. Thereafter, unless
otherwise determined by the Committee in good faith, the Fair Market
Value of Shares shall mean the mean between the high and low selling
prices per Share on the immediately preceding date (or, if the Shares
were not traded on that day, the next preceding day that the Shares
were traded) on the principal exchange on which the Shares are traded,
as such prices are officially quoted on such exchange.
(o) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.
(p) "NQSO" means any Option that is not an ISO.
(q) "Option" means a right, granted under Section 5(b) or Section
7, to purchase Shares.
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(r) "Other Share-Based Award" means a right, granted under
Section 5(h), that relates to or is valued by reference to Shares.
(s) "Participant" means an Eligible Employee or Director who has
been granted an Award or Director's Option under the Plan.
(t) "Performance Share" means a performance share granted under
Section 5(f).
(u) "Performance Unit" means a performance unit granted under
Section 5(f).
(v) "Plan" means this 1995 Long Term Incentive and Share Award
Plan.
(w) "Restricted Shares" means an Award of Shares under Section
5(d) that may be subject to certain restrictions and to a risk of
forfeiture.
(x) "Restricted Share Unit" means a right, granted under Section
5(e), to receive Shares or cash at the end of a specified deferral
period.
(y) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
and applicable to the Plan and Participants, promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange
Act.
(z) "SAR" or "Share Appreciation Right" means the right, granted
under Section 5(c), to be paid an amount measured by the difference
between the exercise price of the right and the Fair Market Value of
Shares on the date of exercise of the right, with payment to be made
in cash, Shares or property as specified in the Award or determined by
the Committee-
(aa) "Shares" means common stock, $.01 par value per share, of
the Company.
(bb) "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if
each of the corporations (other than the last corporation in the
unbroken chain) owns shares possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in the chain.
(3) Administration.
(a) Authority of the Committee. Except as provided in Section 7,
the Plan shall be administered by the Committee, and the Committee
shall have full and final authority to take the following actions, in
each case subject to and consistent with the provisions of the Plan.
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(i) to select Eligible Employees to whom Awards may be granted,
(ii) to designate Affiliates;
(iii) to determine the type or types of Awards to be granted to
each Eligible Employee;
(iv) to determine the type and number of Awards to be granted,
the number of Shares to which an Award may relate, the terms and
conditions of any Award granted under the Plan (including, but not
limited to, any exercise price, grant price or purchase price, and any
bases for adjusting such exercise, grant or purchase price, any
restriction or condition, any schedule for lapse of restrictions or
conditions relating to transferability or forfeiture, exercisability
or settlement of an Award, and waiver or accelerations thereof, and
waivers of performance conditions relating to an Award, based in each
case on such considerations as the Committee shall determine), and all
other matters to be determined in connection with an Award;
(v) to determine whether, to what extent, and under what
circumstances an Award may be settled, or the exercise price of an
Award may be paid, in cash, Shares, other Awards, or other property,
or an Award may be canceled, forfeited, exchanged, or surrendered;
(vi) to determine whether, to what extent, and under what
circumstances cash, Shares, other Awards or other property payable
with respect to an Award will be deferred either automatically, at the
election of the Committee, or at the election of the Eligible
Employee;
(vii) to prescribe the form of each Award Agreement, which need
not be identical for each Eligible Employee;
(viii) to adopt, amend, suspend, waive and rescind such rules and
regulations and appoint such agents as the Committee may deem
necessary or advisable to administer the Plan;
(ix) to correct any defect or supply any omission or reconcile
any inconsistency in the Plan and to construe and interpret the plan
and any Award, rules and regulations, Award Agreement or other
instrument hereunder;
(x) to accelerate the exercisability or vesting of all or any
portion of any Award or to extend the period during which an Award is
exercisable; and
(xi) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem
necessary or advisable for the administration of the Plan.
(b) Manner of Exercise of Committee Authority. The Committee
shall have sole discretion in exercising its author-
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ity under the Plan. Any action of the Committee with respect to the
Plan shall be final, conclusive and binding on all persons, including
the Company, Subsidiaries, Affiliates, Eligible Employees, any person
claiming any rights under the Plan from or through any Eligible
Employee, and shareholders. The express grant of any specific power to
the Committee, and the taking of any action by the Committee, shall
not be construed as limiting any power or authority of the Committee.
The Committee may delegate to officers or Managers of the Company or
any Subsidiary or Affiliate the authority, subject to such terms as
the Committee shall determine, to perform administrative functions
and, with respect to Awards granted to persons not subject to Section
16 of the Exchange Act, to perform such other functions as the
Committee may determine, to the extent permitted under Rule 16b-3 (if
applicable) and applicable law.
(c) Limitation of Liability. Each member of the Committee shall
be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or other employee
of the Company or any Subsidiary or Affiliate, the Company's
independent certified public accountants, or other professional
retained by the Company to assist in the administration of the Plan.
No member of the Committee, nor any officer or employee of the Company
acting on behalf of the Committee, shall be personally liable for any
action, determination or interpretation taken or made in good faith
with respect to the Plan, and all members of the Committee and any
officer or employee of the Company acting on their behalf shall, to
the extent permitted by law, be fully indemnified and protected by the
Company with respect to any such action, determination or
interpretation.
(4) Shares Subject to the Plan.
(a) Subject to adjustment as provided in Section 4(c) hereof, the
total number of Shares reserved for issuance in connection with Awards
and Director's Options under the Plan shall be 2,775,000. No Award or
Director's Option may be granted if the number of Shares to which such
Award or Director's Option relates, when added to the number of Shares
previously issued under the Plan, exceeds the number of Shares
reserved under the preceding sentence. If any Awards or Director's
Options are forfeited, canceled, terminated, exchanged or surrendered
or such Award or Director's Option is settled in cash or otherwise
terminates without a distribution of Shares to the Participant, any
Shares counted against the number of Shares reserved and available
under the Plan with respect to such Award or Director's Option shall,
to the extent of any such forfeiture, settlement, termination,
cancellation, exchange or surrender, again be available for Awards or
Director's Options under the Plan; provided, however, that in the case
of forfeiture, cancellation, exchange or surrender of Restricted
Shares or Restricted Share Units with respect to which dividends or
Dividend Equivalents have been paid or accrued, such number of Shares
shall not be available for Awards or Director's Options unless, in the
case of Shares with respect to which dividends or Dividend Equivalents
were accrued but unpaid, such dividends and Dividend Equivalents are
also forfeited, canceled, exchanged or surrendered. Upon the exercise
of any Award granted in tandem with any other
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Awards, such related Awards shall be canceled to the extent of the
number of Shares as to which the Award is exercised. Subject to
adjustment as provided in Section 4(c) hereof, the maximum number of
Shares with respect to which options or SARs may be granted during a
calendar year to any Eligible Employee under this Plan shall be
100,000 Shares.
(b) Any Shares distributed pursuant to an Award or Director's
Option may consist, in whole or in part, of authorized and unissued
Shares or treasury Shares including Shares acquired by purchase in the
open market or in private transactions.
(c) In the event that the Committee shall determine that any
dividend in Shares, recapitalization, Share split, reverse split,
reorganization, merger, consolidation, spin-off, combination,
repurchase or share exchange, or other similar corporate transaction
or event, affects the Shares such that an adjustment is appropriate in
order to prevent dilution or enlargement of the rights of Eligible
Employees under the Plan, then the Committee shall make such equitable
changes or adjustments as it deems appropriate and, in such manner as
it may deem equitable, adjust any or all of (i) the number and kind of
shares which may thereafter be issued under the Plan, (ii) the number
and kind of shares, other securities or other consideration issued or
issuable in respect of outstanding Awards, and (iii) the exercise
price, grant price or purchase price relating to any Award; provided,
however, in each case that, with respect to ISOs, such adjustment
shall be made in accordance with Section 424(h) of the Code, unless
the Committee determines otherwise. In addition, the Committee is
authorized to make adjustments in the terms and conditions of, and the
criteria and performance objectives included in, Awards in recognition
of unusual or non-recurring events (including, without limitation,
events described in the preceding sentence) affecting the Company or
any Subsidiary or Affiliate or the financial statements of the Company
or any Subsidiary or Affiliate, or in response to changes in
applicable laws, regulations or accounting principles; provided,
however, that if an Award Agreement specifically so provides, the
Committee shall not have discretion to increase the amount of
compensation payable under the Award to the extent such an increase
would cause the Award to lose its qualification as performance-based
compensation for purposes of Section 162(m)(4)(C) of the Code and the
regulations thereunder.
(5) Specific Terms of Awards.
(a) General. Awards may be granted on the terms and conditions
set forth in this Section 5. In addition, the Committee may impose on
any Award or the exercise thereof, at the date of grant or thereafter
(subject to Section 8(d)), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall
determine, including terms regarding forfeiture of Awards or continued
exercisability of Awards in the event of termination of employment by
the Eligible Employee.
(b) Options. The Committee is authorized to grant Options, which
may be NQSOs or ISOs, to Eligible Employees on the following terms and
conditions:
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(i) Exercise Price. The exercise price per Share purchasable
under an Option shall be determined by the Committee, and the
Committee may, without limitation, set an exercise price that is
based upon achievement of performance criteria if deemed
appropriate by the Committee.
(ii) Time and Method of Exercise. The Committee shall
determine at the date of grant or thereafter the time or times at
which an Option may be exercised in whole or in part (including,
without limitation, upon achievement of performance criteria if
deemed appropriate by the Committee), the methods by which such
exercise price may be paid or deemed to be paid (including,
without limitation, broker-assisted exercise arrangements), the
form of such payment (including, without limitation, cash,
Shares, notes or other property), and the methods by which Shares
will be delivered or deemed to be delivered to Eligible
Employees.
(iii) ISOs. The terms of any ISO granted under the Plan
shall comply in all respects with the provisions of Section 422
of the Code, including but not limited to the requirement that no
ISO shall be granted more than ten years after the earlier of the
date of adoption or shareholder approval of the Plan.
(c) SARs. The Committee is authorized to grant SARs (Share
Appreciation Rights) to Eligible Employees on the following terms and
conditions:
(i) Right to Payment. An SAR shall confer on the Eligible
Employee to whom it is granted a right to receive with respect to
each Share subject thereto, upon exercise thereof, the excess of
(1) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine in the case of any such
right, the Fair Market Value of one Share at any time during a
specified period before or after the date of exercise) over (2)
the exercise price of the SAR as determined by the Committee as
of the date of grant of the SAR (which, in the case of an SAR
granted in tandem with an option, shall be equal to the exercise
price of the underlying Option).
(ii) Other Terms. The Committee shall determine, at the time
of grant or thereafter, the time or times at which an SAR may be
exercised in whole or in part, the method of exercise, method of
settlement, form of consideration payable in settlement, method
by which Shares will be delivered or deemed to be delivered to
Eligible Employees, whether or not an SAR shall be in tandem with
any other Award, and any other terms and conditions of any SAR.
Unless the Committee determines otherwise, an SAR (1) granted in
tandem with an NQSO may be granted at the time of grant of the
related NQSO or at any time thereafter or (2) granted in tandem
with an ISO may only be granted at the time of grant of the
related ISO.
(d) Restricted Shares. The Committee is authorized to grant
Restricted Shares to Eligible Employees on the following terms and
conditions:
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<PAGE>
(i) Issuance and Restrictions. Restricted Shares shall be
subject to such restrictions on transferability and other
restrictions, if any, as the Committee may impose at the date of
grant or thereafter, which restrictions may lapse separately or
in combination at such times, under such circumstances
(including, without limitation, upon achievement of performance
criteria if deemed appropriate by the Committee), in such
installments, or otherwise, as the Committee may determine.
Except to the extent restricted under the Award Agreement
relating to the Restricted Shares, an Eligible Employee granted
Restricted Shares shall have all of the rights of a shareholder,
including, without limitation, the right to vote Restricted
Shares and the right to receive dividends thereon.
(ii) Forfeiture. Except as otherwise determined by the
Committee, at the date of grant or thereafter, upon termination
of employment during the applicable restriction period,
Restricted Shares and any accrued but unpaid-dividends or
Dividend Equivalents that are at that time subject to
restrictions shall be forfeited; provided, however, that the
Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Restricted
Shares will be waived in whole or in part in the event of
terminations resulting from specified causes, and the Committee
may in other cases waive in whole or in part the forfeiture of
Restricted Shares.
(iii) Certificates for Shares. Restricted Shares granted
under the Plan may be evidenced in such manner as the Committee
shall determine. If certificates representing Restricted Shares
are registered in the name of the Eligible Employee, such
certificates shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Restricted
Shares, and the Company shall retain physical possession of the
certificate.
(iv) Dividends. Dividends paid on Restricted Shares shall be
either paid at the dividend payment date, or deferred for payment
to such date as determined by the Committee, in cash or in
unrestricted Shares having a Fair Market Value equal to the
amount of such dividends. Shares distributed in connection with a
Share split or dividend in Shares, and other property distributed
as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Shares with
respect to which such Shares or other property has been
distributed.
(e) Restricted Share Units. The Committee is authorized to grant
Restricted Share Units to Eligible Employees, subject to the following
terms and conditions:
8
<PAGE>
(i) Award and Restrictions. Delivery of Shares or cash, as
the case may be, will occur upon expiration of the deferral
period specified for Restricted Share Units by the Committee (or,
if permitted by the Committee, as elected by the Eligible
Employee). In addition, Restricted Share Units shall be subject
to such restrictions as the Committee may impose, if any
(including, without limitation, the achievement of performance
criteria if deemed appropriate by the Committee), at the date of
grant or thereafter, which restrictions may lapse at the
expiration of the deferral period or at earlier or later
specified times, separately or in combination, in installments or
otherwise, as the Committee may determine.
(ii) Forfeiture. Except as otherwise determined by the
Committee at date of grant or thereafter, upon termination of
employment (as determined under criteria established by the
Committee) during the applicable deferral period or portion
thereof to which forfeiture conditions apply (as provided in the
Award Agreement evidencing the Restricted Share Units), or upon
failure to satisfy any other conditions precedent to the delivery
of Shares or cash to which such Restricted Share Units relate,
all Restricted Share Units that are at that time subject to
deferral or restriction shall be forfeited; provided, however,
that the Committee may provide, by rule or regulation or in any
Award Agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Restricted
Share Units will be waived in whole or in part in the event of
termination resulting from specified causes, and the Committee
may in other cases waive in whole or in part the forfeiture of
Restricted Share Units.
(f) Performance Shares and Performance Units. The Committee is
authorized to grant Performance Shares or Performance Units or both to
Eligible Employees on the following terms and conditions:
(i) Performance Period. The Committee shall determine a
performance period (the "Performance Period") of one or more
years and shall determine the performance objectives for grants
of Performance Shares and Performance Units. Performance
objectives may vary from Eligible Employee to Eligible Employee
and shall be based upon such performance criteria as the
Committee may deem appropriate. Performance periods may overlap
and Eligible Employees may participate simultaneously with
respect to Performance Shares and Performance Units for which
different Performance Periods are prescribed.
(ii) Award Value. At the beginning of a Performance Period,
the Committee shall determine for each Eligible Employee or group
of Eligible Employees with respect to that Performance Period the
range of number of Shares, if any, in the case of Performance
Shares, and
9
<PAGE>
the range of dollar values, if any, in the case of Performance
Units, which may be fixed or may vary in accordance with such
performance or other criteria specified by the Committee, which
shall be paid to an Eligible Employee as an Award if the relevant
measure of Company performance for the Performance Period is met.
(iii) Significant Events. If during the course of a
Performance Period there shall occur significant events as
determined by the Committee which the Committee expects to have a
substantial effect on a performance objective during such period,
the Committee may revise such objective; provided, however, that
if an Award Agreement so provides, the Committee shall not have
discretion to increase the amount of compensation payable under
the Award to the extent such an increase would cause the Award to
lose its qualification as performance-based compensation for
purposes of Section 162(m)(4)(C) of the Code and the regulations
thereunder.
(iv) Forfeiture. Except as otherwise determined by the
Committee, at the date of grant or thereafter, upon termination
of employment during the applicable Performance Period,
Performance Shares and Performance Units for which the
Performance Period was prescribed shall be forfeited; provided,
however, that the Committee may provide, by rule or regulation or
in any Award Agreement, or may determine in an individual case,
that restrictions or forfeiture conditions relating to
Performance Shares and Performance Units will be waived in whole
or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in
part the forfeiture of Performance Shares and Performance Units.
(v) Payment. Each Performance Share or Performance Unit may
be paid in whole Shares, or cash, or a combination of Shares and
cash either as a lump sum payment or in installments, all as the
Committee shall determine, at the time of grant of the
Performance Share or Performance Unit or otherwise, commencing as
soon as practicable after the end of the relevant Performance
Period.
(g) Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Eligible Employees. The Committee may provide,
at the date of grant or thereafter, that Dividend Equivalents shall be
paid or distributed when accrued or shall be deemed to have been
reinvested in additional Shares, or other investment vehicles as the
Committee may specify, provided that Dividend Equivalents (other than
freestanding Dividend Equivalents) shall be subject to all conditions
and restrictions of the underlying Awards to which they relate.
(h) Other Share-Based Awards. The Committee is authorized,
subject to limitations under applicable law, to grant to Eligible
Employees such other Awards that may be denominated or payable in,
valued in whole or in part by reference to, or oth-
10
<PAGE>
erwise based on, or related to, Shares, as deemed by the Committee to
be consistent with the purposes of the Plan, including, without
limitation, unrestricted shares awarded purely as a "bonus" and not
subject to any restrictions or conditions, other rights convertible
or-exchangeable into Shares, purchase rights for Shares, Awards with
value and payment contingent upon performance of the Company or any
other factors designated by the Committee, and Awards valued by
reference to the performance of specified Subsidiaries or Affiliates.
The Committee shall determine the terms and conditions of such Awards
at date of grant or thereafter. Shares delivered pursuant to an Award
in the nature of a purchase right granted under this Section 5(h)
shall be purchased for such consideration, paid for at such times, by
such methods, and in such forms, including, without limitation, cash,
Shares, notes or other property, as the Committee shall determine.
Cash awards, as an element of or supplement to any other Award under
the Plan, shall also be authorized pursuant to this Section 5(h).
(6) Certain Provisions Applicable to Awards.
(a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be
granted to Eligible Employees either alone or in addition to, in
tandem with, or in exchange or substitution for, any other Award
granted under the Plan or any award granted under any other plan or
agreement of the Company, any Subsidiary or Affiliate, or any business
entity to be acquired by the Company or a Subsidiary or Affiliate, or
any other right of an Eligible Employee to receive payment from the
Company or any Subsidiary or Affiliate. Awards may be granted in
addition to or in tandem with such other Awards or awards, and may be
granted either as of the same time as or a different time from the
grant of such other Awards or awards. The per Share exercise price of
any option, grant price of any SAR, or purchase price of any other
Award conferring a right to purchase Shares which is granted, in
connection with the substitution of awards granted under any other
plan or agreement of the Company or any Subsidiary or Affiliate or any
business entity to be acquired by the Company or any Subsidiary or
Affiliate, shall be determined by the Committee, in its discretion.
(b) Terms of Awards. The term of each Award granted to an
Eligible Employee shall be for such period as may be determined by the
Committee; provided, however, that in no event shall the term of any
ISO or an SAR granted in tandem therewith exceed a period of ten years
from the date of its grant (or such shorter period as may be
applicable under Section 422 of the Code).
(c) Form of Payment Under Awards. Subject to the terms of the
Plan and any applicable Award Agreement, payments to be made by the
Company or a Subsidiary or Affiliate upon the grant, maturation or
exercise of an Award may be made in such forms as the Committee shall
determine at the date of grant or thereafter, including, without
limitation, cash, Shares or other property, and may be made in a
single payment or transfer, in installments or on a deferred basis.
The Committee may make rules relating to installment or deferred
11
<PAGE>
payments with respect to Awards, including the rate of interest to be
credited with respect to such payments.
(d) Nontransferability. Awards (except for vested Shares) shall
not be transferable by an Eligible Employee except by will or the laws
of descent and distribution (except pursuant to a Beneficiary
designation) and shall be exercisable during the lifetime of an
Eligible Employee only by such Eligible Employee or his guardian or
legal representative. An Eligible Employee's rights under the Plan may
not be pledged, mortgaged, hypothecated or otherwise encumbered, and
shall not be subject to claims of the Eligible Employees creditors.
(7) Director's Options.
(a) Annual Grant. On January 1 of each year, beginning with
January 1, 1996, each Director in office on such date shall
automatically be granted an NQSO to purchase 4,000 Shares with an
exercise price per Share equal to 100 percent of the Market Value of
one Share on the date of grant; provided, however, that such price
shall be at least equal to the par value of a Share. Each Option
granted to a Director under this paragraph (a) shall become fully
exercisable on December 31 of the year the option is granted, and
shall expire (unless terminated earlier under paragraph (d) below) on
the tenth anniversary of the date of grant.
(b) Initial Grants. Upon consummation of the Company's initial
public offering of Shares, each Director in office on the date of such
consummation shall automatically be granted an NQSO to purchase 15,000
Shares with an exercise price per Share equal to the initial public
offering price per Share of Shares sold in the initial public
offering. In addition, each Director who first becomes a Director
after the date of the initial public offering will automatically be
granted an NQSO on the date he or she is first elected to the Board to
purchase 15,000 Shares with an exercise price per Share equal to 100%
of the Market Value of one Share on the date of grant; provided,
however, that such price shall be at least equal o the par value of a
Share. Each Option granted to a Director under this paragraph (b)
shall become exercisable in three equal installments, commencing on
the date of grant and annually thereafter. Each Option granted under
this paragraph (b) shall expire (unless terminated earlier under
paragraph (d) below) on the tenth anniversary of the date of grant.
(c) Market Value. For purposes of this Section 7, Market Value
shall mean the mean between the high and low selling prices per Share
on the immediately preceding date (or, if the Shares were not traded
on that day, the next preceding day that the Shares were traded) on
the principal exchange on which the Shares are traded, as such prices
are officially quoted on such exchange.
(d) Termination of Service. If a person ceases to be a Director
(i) due to retirement after attainment of age 65, (ii) due to death or
disability, or (iii) at the end of his or her elected term, all of his
or her outstanding Options, to the extent not already exercisable in
full, shall become immediately and fully exercisable at the time of
termination of service, and all of such Director's Op-
12
<PAGE>
tions may be exercised at any time prior to the expiration dates of
such Options. If the Director's service terminates for any other
reason during his or her elected term, all Options which are not then
exercisable shall be cancelled on the date service terminates, and
options which are then exercisable may be exercised at any time within
six months after the date of such termination, but not later than the
expiration date of the Options.
(e) Time and Method of Exercise. The exercise price of a
Director's Option shall be paid to the Company at the time of exercise
either in cash or in Shares already owned by the optionee and having a
total Market Value equal to the exercise price, or in a combination of
cash and such Shares.
(f) Nontransferability. No Director's Option granted under the
Plan shall be transferable other than by will or by the laws of
descent and distribution. During the lifetime of the optionee, a
Director's Option shall be exercisable only by him or her or by his or
her guardian or legal representative.
(g) Adjustments. In the event that subsequent to the Effective
Date any dividend in Shares, recapitalization, Share split, reverse
split, reorganization, merger, consolidation, spin-off, combination,
repurchase or share exchange, or other such change, affects the Shares
such that they are increased or decreased or changed into or exchanged
for a different number or kind of shares, other securities of the
Company or of another corporation or other consideration, then in
order to maintain the proportionate interest of the Director and
preserve the value of the Director's Option, (i) there shall
automatically be substituted for each Share subject to an unexercised
Director's Option and each Share to be issued under Section 7(a)
subsequent to such event the number and kind of shares, other
securities or other consideration into which each outstanding Share
shall be changed or for which each such Share shall be exchanged, and
(ii) the exercise price shall be increased or decreased
proportionately so that the aggregate purchase price for the Shares
subject to any unexercised Director's Option shall remain the same as
immediately prior to such event.
(h) Administration. To the extent the Plan relates to Director's
Options, it is intended to operate automatically and not require
administration. However, to the extent that administration is
necessary with respect to such grants, the Plan shall be administered
by the Secretary of the Company. Since the Director's Options are
awarded automatically, this function will be limited to ministerial
matters. The plan administrator will have no discretion with respect
to the selection of Director optionees, the determination of the
exercise price of Director's Options, the timing of such grants or
number of Shares covered by the Director's Options.
(8) General Provisions.
(a) Compliance with Legal and Trading Requirements. The Plan, the
granting and exercising of Awards or Director's Options thereunder,
and the other obligations of the Company under the Plan and any Award
Agreement, shall be subject to all applicable federal and state laws,
rules and regulations, and to such approvals by any
13
<PAGE>
regulatory or governmental agency as may be required. The Company, in
its discretion, may postpone the issuance or delivery of Shares under
any Award or Director's Option until completion of such stock exchange
or market system listing or registration or qualification of such
Shares or other required action under any state or federal law, rule
or regulation as the Company may consider appropriate, and may require
any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the
issuance or delivery of Shares in compliance with applicable laws,
rules and regulations. No provisions of the Plan shall be interpreted
or construed to obligate the Company to register any Shares under
federal or state law.
(b) No Right to Continued Employment or Service. Neither the Plan
nor any action taken thereunder shall be construed as giving any
employee or director the right to be retained in the employ or service
of the Company or any of its Subsidiaries or Affiliates, nor shall it
interfere in any way with the right of the Company or any of its
Subsidiaries or Affiliates to terminate any employee's or director's
employment or service at any time.
(c) Taxes. The Company or any Subsidiary or Affiliate is
authorized to withhold from any Award granted, any payment relating to
an Award under the Plan including from a distribution of Shares, or
any payroll or other payment to an Eligible Employee, amounts of
withholding and other taxes due in connection with any transaction
involving an Award, and to take such other action as the Committee may
deem advisable to enable the Company and Eligible Employees to satisfy
obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include
authority to withhold or receive Shares or other property and to make
cash payments in respect thereof in satisfaction of Eligible
Employee's tax obligations.
(d) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue or terminate the Plan or the Committee's
authority to grant Awards under the Plan without the consent of
shareholders of the Company or Participants, except that any such
amendment, alteration, suspension, discontinuation or termination
shall be subject to the approval of the Company's shareholders to the
extent such shareholder approval is required (i) in order to insure
that Awards granted under the Plan are exempt under Rule 16b-3 or (ii)
under Section 422 of the Code; provided, however, that, without the
consent of an affected Participant, no amendment, alteration,
suspension, discontinuation or termination of the Plan may impair the
rights or, in any other manner, adversely affect the rights of such
Participant under any Award or Director's Option theretofore granted
to him or her. Notwithstanding the other provisions of this paragraph,
Section 7 and the other provisions of this Plan applicable to
Director's Options may not be amended more than once every six months
other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder.
(e) No Rights to Awards; No Shareholder Rights. No Eligible
Employee or employee shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treat-
14
<PAGE>
ment of Eligible Employees and employees. No Award shall confer on any
Eligible Employee any of the rights of a shareholder of the Company
unless and until Shares are duly issued or transferred to the Eligible
Employee in accordance with the terms of the Award.
(f) Unfunded Status of Awards. The Plan is intended to constitute
an "unfunded" plan for incentive compensation. With respect to any
payments not yet made to a Participant pursuant to an Award or
Director's Option, nothing contained in the Plan or any Award or
Director's Option shall give any such Participant any rights that are
greater than those of a general creditor of the Company; provided,
however, that the Committee may authorize the creation of trusts or
make other arrangements to meet the Company's obligations under the
Plan to deliver cash, Shares, other Awards, or other property pursuant
to any Award, which trusts or other arrangements shall be consistent
with the "unfunded" status of the Plan unless the Committee otherwise
determines with the consent of each affected Participant.
(g) Nonexclusivity of the Plan. Neither the adoption of the Plan
by the Board nor its submission to the shareholders of the Company for
approval shall be construed as creating any limitations on the power
of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of options and
other awards otherwise than under the Plan, and such arrangements may
be either applicable generally or only in specific cases.
(h) No Compensation for Benefit Plans. No Award payable under
this Plan shall be deemed salary or compensation for the purpose of
computing benefits under any benefit plan or other arrangement of the
Company for the benefit of its employees or directors unless the
Company shall determine otherwise-
(i) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award or Director's Option. In
the case of Awards to Eligible Employees, the Committee shall
determine whether cash, other Awards or other property shall be issued
or paid in lieu of such fractional Shares or whether such fractional
Shares or any rights thereto shall be forfeited or otherwise
eliminated. In the case of Director's Options, cash shall be paid in
lieu of such fractional shares.
(j) Governing Law. The validity, construction and effect of the
Plan, any rules and regulations relating to and any Award Agreement,
shall be determined in the Plan, and any Award Agreement shall be
determined in accordance with the laws of New York without giving
effect to principles of conflicts of laws.
(k) Effective Date; Plan Termination. The Plan shall become
effective as of February 28, 1995 (the "Effective Date") upon approval
by the affirmative votes of the holders of a majority of voting
securities of the Company. The Plan shall terminate as to future
awards on the date which is ten (10) years after the Effective Date.
15
<PAGE>
(l) Titles and Headings. The titles and headings of the sections
in the Plan are for convenience of reference only. In the event of any
conflict, the text of the Plan, rather than such titles or headings,
shall control.
16
EXHIBIT 10.2
ANADIGICS, INC.
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1997 LONG TERM INCENTIVE AND SHARE AWARD PLAN FOR EMPLOYEES
- -------------------------------------------------------------------------------
<PAGE>
ANADIGICS, INC.
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1997 LONG TERM INCENTIVE AND SHARE AWARD PLAN FOR EMPLOYEES
- -------------------------------------------------------------------------------
Section Page
1. Purposes ........................................... 1
2. Definitions ........................................ 1
3. Administration ..................................... 3
4. Shares Subject to the Plan ......................... 4
5. Specific Terms of Awards ........................... 5
6. Certain Provisions Applicable to Awards ............ 10
7. General Provisions ................................. 11
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ANADIGICS, INC.
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1997 LONG TERM INCENTIVE AND SHARE AWARD PLAN FOR EMPLOYEES
- -------------------------------------------------------------------------------
1. Purposes. The purposes of the 1997 Long Term Incentive and Share Award
Plan for Employees are to advance the interests of ANADIGICS, Inc. and its
shareholders by providing a means to attract, retain, and motivate employees of
the Company upon whose judgment, initiative and efforts the continued success,
growth and development of the Company is dependent.
2. Definitions. For purposes of the Plan, the following terms shall be
defined as set forth below:
(a) "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a
participating employer under the Plan, provided that the Company directly
or indirectly owns at least 20% of the combined voting power of all classes
of stock of such entity or at least 20% of the ownership interests in such
entity.
(b) "Award" means any Option, SAR, Restricted Share, Restricted Share
Unit, Performance Share, Performance Unit, Dividend Equivalent, or Other
Share-Based Award granted to an Eligible Employee under the Plan.
(c) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.
(d) "Beneficiary" means the person, persons, trust or trusts which
have been designated by such Eligible Employee in his or her most recent
written beneficiary designation filed with the Company to receive the
benefits specified under this Plan upon the death of the Eligible Employee,
or, if there is no designated Beneficiary or surviving designated
Beneficiary, then the person, persons, trust or trusts entitled by will or
the laws of descent and distribution to receive such benefits.
(e) "Board" means the Board of Directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to
include successor provisions thereto and regulations thereunder.
(g) "Committee" means the Compensation Committee of the Board, or such
other committee as may be designated by the Board to administer the Plan.
(h) "Company" means ANADIGICS, Inc., a corporation organized under the
laws of Delaware, or any successor corporation.
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<PAGE>
(i) "Dividend Equivalent" means a right, granted under Section 5(g),
to receive cash, Shares, or other property equal in value to dividends paid
with respect to a specified number of Shares. Dividend Equivalents may be
awarded on a free-standing basis or in connection with another Award, and
may be paid currently or on a deferred basis.
(j) "Eligible Employee" means any employee of the Company or its
Subsidiaries and Affiliates who is not a director or officer of the
Company.
(k) "Fair Market Value" means, with respect to Shares or other
property, the fair market value of such Shares or other property determined
by such methods or procedures as shall be established from time to time by
the Committee. Unless otherwise determined by the Committee in good faith,
the Fair Market Value of Shares as of any given date prior to the existence
of a public market for the Company's Shares shall mean the Company's book
value. Thereafter, unless otherwise determined by the Committee in good
faith, the Fair Market Value of Shares shall mean the closing price per
Share on the immediately preceding date (or, if the Shares were not traded
on that day, the next preceding day that the Shares were traded) on the
principal exchange on which the Shares are traded, as such prices are
officially quoted on such exchange.
(l) "NQSO" means any Option that is not an incentive stock option
within the meaning of Section 422 of the Code.
(m) "Option" means a right granted under Section 5(b) to purchase
Shares.
(n) "Other Share-Based Award" means a right, granted under Section
5(h), that relates to or is valued by reference to Shares.
(o) "Participant" means an Eligible Employee who has been granted an
Award under the Plan.
(p) "Performance Share" means a performance share granted under
Section 5(f).
(q) "Performance Unit" means a performance unit granted under Section
5(f).
(r) "Plan" means this 1997 Long Term Incentive and Share Award Plan
for Employees.
(s) "Restricted Shares" means an Award of Shares under Section 5(d)
that may be subject to certain restrictions and to a risk of forfeiture.
(t) "Restricted Share Unit" means a right, granted under Section 5(e),
to receive Shares or cash at the end of a specified deferral period.
(u) "SAR" or "Share Appreciation Right" means the right, granted under
Section 5(c), to be paid an amount measured by the dif-
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<PAGE>
ference between the exercise price of the right and the Fair Market Value
of Shares on the date of exercise of the right, with payment to be made in
cash, Shares, or property as specified in the Award or determined by the
Committee.
(v) "Shares" means common stock, $.01 par value per share, of the
Company.
(w) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
shares possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
3. Administration.
a. Authority of the Committee. The Plan shall be administered by the
Committee, and the Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:to select Eligible Employees to whom Awards may be granted;
(i) to designate Affiliates;
(ii) to determine the type or types of Awards to be granted to
each Eligible Employee;
(iii) to determine the type and number of Awards to be granted,
the number of Shares to which an Award may relate, the terms and
conditions of any Award granted under the Plan (including, but not
limited to, any exercise price, grant price, or purchase price, and
any bases for adjusting such exercise, grant or purchase price, any
restriction or condition, any schedule for lapse of restrictions or
conditions relating to transferability or forfeiture, exercisability,
or settlement of an Award, and waiver or accelerations thereof, and
waivers of performance conditions relating to an Award, based in each
case on such considerations as the Committee shall determine), and all
other matters to be determined in connection with an Award;
(iv) to determine whether, to what extent, and under what
circumstances an Award may be settled, or the exercise price of an
Award may be paid, in cash, Shares, other Awards, or other property,
or an Award may be cancelled, forfeited, exchanged, or surrendered;
(v) to determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, or other property payable
with respect to an Award will be deferred either automatically, at the
election of the Committee, or at the election of the Eligible
Employee;
(vi) to prescribe the form of each Award Agreement, which need
not be identical for each Eligible Employee;
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<PAGE>
(vii) to adopt, amend, suspend, waive, and rescind such rules and
regulations and appoint such agents as the Committee may deem
necessary or advisable to administer the Plan;
(viii) to correct any defect or supply any omission or reconcile
any inconsistency in the Plan and to construe and interpret the Plan
and any Award, rules and regulations, Award Agreement, or other
instrument hereunder;
(ix) to accelerate the exercisability or vesting of all or any
portion of any Award or to extend the period during which an Award is
exercisable; and
(x) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem
necessary or advisable for the administration of the Plan.
(xi) Manner of Exercise of Committee Authority. The Committee
shall have sole discretion in exercising its authority under the Plan.
Any action of the Committee with respect to the Plan shall be final,
conclusive, and binding on all persons, including the Company,
Subsidiaries, Affiliates, Eligible Employees, any person claiming any
rights under the Plan from or through any Eligible Employee, and
shareholders. The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee. The
Committee may delegate to officers or managers of the Company or any
Subsidiary or Affiliate the authority, subject to such terms as the
Committee shall determine, to perform administrative functions and to
perform such other functions as the Committee may determine.
(xii) Limitation of Liability. Each member of the Committee shall
be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or other employee
of the Company or any Subsidiary or Affiliate, the Company's
independent certified public accountants, or other professional
retained by the Company to assist in the administration of the Plan.
No member of the Committee, nor any officer or employee of the Company
acting on behalf of the Committee, shall be personally liable for any
action, determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Committee and any
officer or employee of the Company acting on their behalf shall, to
the extent permitted by law, be fully indemnified and protected by the
Company with respect to any such action, determination, or
interpretation.
(2) Shares Subject to the Plan.
(a) Subject to adjustment as provided in Section 4(c) hereof, the
total number of Shares reserved for issuance in connection with Awards
under the Plan shall be 1,200,000. No Award may be granted if the
number of Shares to which such
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<PAGE>
Award relates, when added to the number of Shares previously issued
under the Plan, exceeds the number of Shares reserved under the
preceding sentence. If any Awards are forfeited, cancelled,
terminated, exchanged or surrendered or such Award is settled in cash
or otherwise terminates without a distribution of Shares to the
Participant, any Shares counted against the number of Shares reserved
and available under the Plan with respect to such Award shall, to the
extent of any such forfeiture, settlement, termination, cancellation,
exchange or surrender, again be available for Awards under the Plan.
Upon the exercise of any Award granted in tandem with any other
Awards, such related Awards shall be cancelled to the extent of the
number of Shares as to which the Award is exercised. Subject to
adjustment as provided in Section 4(c) hereof, the maximum number of
Shares with respect to which options or SARs may be granted during a
calendar year to any Eligible Employee under this Plan shall be
100,000 Shares.
(b) Any Shares distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Shares or treasury Shares
including Shares acquired by purchase in the open market or in private
transactions.
(c) In the event that the Committee shall determine that any
dividend in Shares, recapitalization, Share split, reverse split,
reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction
or event, affects the Shares such that an adjustment is appropriate in
order to prevent dilution or enlargement of the rights of Eligible
Employees under the Plan, then the Committee shall make such equitable
changes or adjustments as it deems appropriate and, in such manner as
it may deem equitable, adjust any or all of (i) the number and kind of
shares which may thereafter be issued under the Plan, (ii) the number
and kind of shares, other securities or other consideration issued or
issuable in respect of outstanding Awards, and (iii) the exercise
price, grant price, or purchase price relating to any Award. In
addition, the Committee is authorized to make adjustments in the terms
and conditions of, and the criteria and performance objectives
included in, Awards in recognition of unusual or non-recurring events
(including, without limitation, events described in the preceding
sentence) affecting the Company or any Subsidiary or Affiliate or the
financial statements of the Company or any Subsidiary or Affiliate, or
in response to changes in applicable laws, regulations, or accounting
principles.
(3) Specific Terms of Awards.
(a) General. Awards may be granted on the terms and conditions
set forth in this Section 5. In addition, the Committee may impose on
any Award or the exercise thereof, at the date of grant or thereafter
(subject to Section 7(d)), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall
determine, including terms regarding forfeiture of Awards or continued
exercisabil-
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<PAGE>
ity of Awards in the event of termination of employment by the
Eligible Employee.
(b) Options. The Committee is authorized to grant Options, which
shall be NQSOs, to Eligible Employees on the following terms and
conditions:
(i) Exercise Price. The exercise price per Share purchasable
under an Option shall be determined by the Committee, and the
Committee may, without limitation, set an exercise price that is
based upon achievement of performance criteria if deemed
appropriate by the Committee.
(ii) Time and Method of Exercise. The Committee shall
determine at the date of grant or thereafter the time or times at
which an Option may be exercised in whole or in part (including,
without limitation, upon achievement of performance criteria if
deemed appropriate by the Committee), the methods by which such
exercise price may be paid or deemed to be paid (including,
without limitation, broker-assisted exercise arrangements), the
form of such payment (including, without limitation, cash,
Shares, notes or other property), and the methods by which Shares
will be delivered or deemed to be delivered to Eligible
Employees.
(c) SARs. The Committee is authorized to grant SARs (Share
Appreciation Rights) to Eligible Employees on the following terms and
conditions:
(i) Right to Payment. An SAR shall confer on the Eligible
Employee to whom it is granted a right to receive with respect to
each Share subject thereto, upon exercise thereof, the excess of
(1) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine in the case of any such
right, the Fair Market Value of one Share at any time during a
specified period before or after the date of exercise) over (2)
the exercise price of the SAR as determined by the Committee as
of the date of grant of the SAR (which, in the case of an SAR
granted in tandem with an option, shall be equal to the exercise
price of the underlying Option).
(ii) Other Terms. The Committee shall determine, at the time
of grant or thereafter, the time or times at which an SAR may be
exercised in whole or in part, the method of exercise, method of
settlement, form of consideration payable in settlement, method
by which Shares will be delivered or deemed to be delivered to
Eligible Employees, whether or not an SAR shall be in tandem with
any other Award, and any other terms and conditions of any SAR.
Unless the Committee determines other-
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<PAGE>
wise, an SAR granted in tandem with an NQSO may be granted at the
time of grant of the related NQSO or at any time thereafter.
(d) Restricted Shares. The Committee is authorized to grant
Restricted Shares to Eligible Employees on the following terms and
conditions:
(i) Issuance and Restrictions. Restricted Shares shall be
subject to such restrictions on transferability and other
restrictions, if any, as the Committee may impose at the date of
grant or thereafter, which restrictions may lapse separately or
in combination at such times, under such circumstances
(including, without limitation, upon achievement of performance
criteria if deemed appropriate by the Committee), in such
installments, or otherwise, as the Committee may determine.
Except to the extent restricted under the Award Agreement
relating to the Restricted Shares, an Eligible Employee granted
Restricted Shares shall have all of the rights of a shareholder
including, without limitation, the right to vote Restricted
Shares and the right to receive dividends thereon.
(ii) Forfeiture. Except as otherwise determined by the
Committee, at the date of grant or thereafter, upon termination
of employment during the applicable restriction period,
Restricted Shares and any accrued but unpaid dividends or
Dividend Equivalents that are at that time subject to
restrictions shall be forfeited; provided, however, that the
Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Restricted
Shares will be waived in whole or in part in the event of
terminations resulting from specified causes, and the Committee
may in other cases waive in whole or in part the forfeiture of
Restricted Shares.
(iii) Certificates for Shares. Restricted Shares granted
under the Plan may be evidenced in such manner as the Committee
shall determine. If certificates representing Restricted Shares
are registered in the name of the Eligible Employee, such
certificates shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted
Shares, and the Company shall retain physical possession of the
certificate.
(iv) Dividends. Dividends paid on Restricted Shares shall be
either paid at the dividend payment date, or deferred for payment
to such date as determined by the Committee, in cash or in
unrestricted Shares having a Fair Market Value
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<PAGE>
equal to the amount of such dividends. Shares distributed in
connection with a Share split or dividend in Shares, and other
property distributed as a dividend, shall be subject to
restrictions and a risk of forfeiture to the same extent as the
Restricted Shares with respect to which such Shares or other
property has been distributed.
(e) Restricted Share Units. The Committee is authorized to grant
Restricted Share Units to Eligible Employees, subject to the following
terms and conditions:
(i) Award and Restrictions. Delivery of Shares or cash, as the
case may be, will occur upon expiration of the deferral period
specified for Restricted Share Units by the Committee (or, if
permitted by the Committee, as elected by the Eligible Employee). In
addition, Restricted Share Units shall be subject to such restrictions
as the Committee may impose, if any (including, without limitation,
the achievement of performance criteria if deemed appropriate by the
Committee), at the date of grant or thereafter, which restrictions may
lapse at the expiration of the deferral period or at earlier or later
specified times, separately or in combination, in installments or
otherwise, as the Committee may determine.
(ii) Forfeiture. Except as otherwise determined by the Committee
at date of grant or thereafter, upon termination of employment (as
determined under criteria established by the Committee) during the
applicable deferral period or portion thereof to which forfeiture
conditions apply (as provided in the Award Agreement evidencing the
Restricted Share Units), or upon failure to satisfy any other
conditions precedent to the delivery of Shares or cash to which such
Restricted Share Units relate, all Restricted Share Units that are at
that time subject to deferral or restriction shall be forfeited;
provided, however, that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any
individual case, that restrictions or forfeiture conditions relating
to Restricted Share Units will be waived in whole or in part in the
event of termination resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture
of Restricted Share Units.
(f) Performance Shares and Performance Units. The Committee is
authorized to grant Performance Shares or Performance Units or both to
Eligible Employees on the following terms and conditions:
(i) Performance Period. The Committee shall determine a
performance period (the
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<PAGE>
"Performance Period") of one or more years and shall determine the
performance objectives for grants of Performance Shares and
Performance Units. Performance objectives may vary from Eligible
Employee to Eligible Employee and shall be based upon such performance
criteria as the Committee may deem appropriate. Performance Periods
may overlap and Eligible Employees may participate simultaneously with
respect to Performance Shares and Performance Units for which
different Performance Periods are prescribed.
(ii) Award Value. At the beginning of a Performance Period, the
Committee shall determine for each Eligible Employee or group of
Eligible Employees with respect to that Performance Period the range
of number of Shares, if any, in the case of Performance Shares, and
the range of dollar values, if any, in the case of Performance Units,
which may be fixed or may vary in accordance with such performance or
other criteria specified by the Committee, which shall be paid to an
Eligible Employee as an Award if the relevant measure of Company
performance for the Performance Period is met.
(iii) Significant Events. If during the course of a Performance
Period there shall occur significant events as determined by the
Committee which the Committee expects to have a substantial effect on
a performance objective during such period, the Committee may revise
such objective.
(iv) Forfeiture. Except as otherwise determined by the Committee,
at the date of grant or thereafter, upon termination of employment
during the applicable Performance Period, Performance Shares and
Performance Units for which the Performance Period was prescribed
shall be forfeited; provided, however, that the Committee may provide,
by rule or regulation or in any Award Agreement, or may determine in
an individual case, that restrictions or forfeiture conditions
relating to Performance Shares and Performance Units will be waived in
whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part
the forfeiture of Performance Shares and Performance Units.
(v) Payment. Each Performance Share or Performance Unit may be
paid in whole Shares, or cash, or a combination of Shares and cash
either as a lump sum payment or in installments, all as the Committee
shall determine, at the time of grant of the Performance Share or
Performance Unit or otherwise, commencing as soon as practicable after
the end of the relevant Performance Period.
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<PAGE>
(g) Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Eligible Employees. The Committee may provide, at
the date of grant or thereafter, that Dividend Equivalents shall be paid or
distributed when accrued or shall be deemed to have been reinvested in
additional Shares, or other investment vehicles as the Committee may
specify, provided that Dividend Equivalents (other than freestanding
Dividend Equivalents) shall be subject to all conditions and restrictions
of the underlying Awards to which they relate.
(h) Other Share-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant to Eligible Employees such other
Awards that may be denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, Shares, as deemed by
the Committee to be consistent with the purposes of the Plan, including,
without limitation, unrestricted shares awarded purely as a "bonus" and not
subject to any restrictions or conditions, other rights convertible or
exchangeable into Shares, purchase rights for Shares, Awards with value and
payment contingent upon performance of the Company or any other factors
designated by the Committee, and Awards valued by reference to the
performance of specified Subsidiaries or Affiliates. The Committee shall
determine the terms and conditions of such Awards at date of grant or
thereafter. Shares delivered pursuant to an Award in the nature of a
purchase right granted under this Section 5(h) shall be purchased for such
consideration, paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Shares, notes or other property, as
the Committee shall determine. Cash awards, as an element of or supplement
to any other Award under the Plan, shall also be authorized pursuant to
this Section 5(h).
(4) Certain Provisions Applicable to Awards.
(a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
to Eligible Employees either alone or in addition to, in tandem with, or in
exchange or substitution for, any other Award granted under the Plan or any
award granted under any other plan or agreement of the Company, any
Subsidiary or Affiliate, or any business entity to be acquired by the
Company or a Subsidiary or Affiliate, or any other right of an Eligible
Employee to receive payment from the Company or any Subsidiary or
Affiliate. Awards may be granted in addition to or in tandem with such
other Awards or awards, and may be granted either as of the same time as or
a different time from the grant of such other Awards or awards. The per
Share exercise price of any Option, grant price of any SAR, or purchase
price of any other Award conferring a right to purchase Shares which is
granted, in connection with the substitution of awards granted under any
other plan or agreement of the Company or any Subsidiary or Affiliate or
any business entity to be acquired by the Company or any Subsidiary or
Affiliate, shall be determined by the Committee, in its discretion.
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<PAGE>
(b) Terms of Awards. The term of each Award granted to an Eligible
Employee shall be for such period as may be determined by the Committee.
(c) Form of Payment Under Awards. Subject to the terms of the Plan and
any applicable Award Agreement, payments to be made by the Company or a
Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award
may be made in such forms as the Committee shall determine at the date of
grant or thereafter, including, without limitation, cash, Shares, or other
property, and may be made in a single payment or transfer, in installments,
or on a deferred basis. The Committee may make rules relating to
installment or deferred payments with respect to Awards, including the rate
of interest to be credited with respect to such payments.
(d) Nontransferability. Awards (except for vested Shares) shall not be
transferable by an Eligible Employee except by will or the laws of descent
and distribution (except pursuant to a Beneficiary designation) and shall
be exercisable during the lifetime of an Eligible Employee only by such
Eligible Employee or his guardian or legal representative. An Eligible
Employee's rights under the Plan may not be pledged, mortgaged,
hypothecated, or otherwise encumbered, and shall not be subject to claims
of the Eligible Employee's creditors.
(5) General Provisions.
(a) Compliance with Legal and Trading Requirements. The Plan, the
granting and exercising of Awards thereunder, and the other obligations of
the Company under the Plan and any Award Agreement, shall be subject to all
applicable federal and state laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Shares
under any Award until completion of such stock exchange or market system
listing or registration or qualification of such Shares or other required
action under any state or federal law, rule or regulation as the Company
may consider appropriate, and may require any Participant to make such
representations and furnish such information as it may consider appropriate
in connection with the issuance or delivery of Shares in compliance with
applicable laws, rules and regulations. No provisions of the Plan shall be
interpreted or construed to obligate the Company to register any Shares
under federal or state law.
(b) No Right to Continued Employment or Service. Neither the Plan nor
any action taken thereunder shall be construed as giving any employee or
director the right to be retained in the employ or service of the Company
or any of its Subsidiaries or Affiliates, nor shall it interfere in any way
with the right of the Company or any of its Subsidiaries or Affiliates to
terminate any employee's or director's employment or service at any time.
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<PAGE>
(c) Taxes. The Company or any Subsidiary or Affiliate is authorized to
withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Shares, or any payroll or other
payment to an Eligible Employee, amounts of withholding and other taxes due
in connection with any transaction involving an Award, and to take such
other action as the Committee may deem advisable to enable the Company and
Eligible Employees to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall
include authority to withhold or receive Shares or other property and to
make cash payments in respect thereof in satisfaction of an Eligible
Employee's tax obligations.
(d) Changes to the Plan and Awards. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or the Committee's authority to
grant Awards under the Plan without the consent of shareholders of the
Company or Participants; provided, however, that, without the consent of an
affected Participant, no amendment, alteration, suspension,
discontinuation, or termination of the Plan may impair the rights or, in
any other manner, adversely affect the rights of such Participant under any
Award theretofore granted to him or her.
(e) No Rights to Awards; No Shareholder Rights. No Eligible Employee
or employee shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of Eligible
Employees and employees. No Award shall confer on any Eligible Employee any
of the rights of a shareholder of the Company unless and until Shares are
duly issued or transferred to the Eligible Employee in accordance with the
terms of the Award.
(f) Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payments
not yet made to a Participant pursuant to an Award, nothing contained in
the Plan or any Award shall give any such Participant any rights that are
greater than those of a general creditor of the Company; provided, however,
that the Committee may authorize the creation of trusts or make other
arrangements to meet the Company's obligations under the Plan to deliver
cash, Shares, other Awards, or other property pursuant to any Award, which
trusts or other arrangements shall be consistent with the "unfunded" status
of the Plan unless the Committee otherwise determines with the consent of
each affected Participant.
(g) Nonexclusivity of the Plan. The adoption of the Plan by the Board
shall not be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of options and other awards
otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.
(h) Not Compensation for Benefit Plans. No Award payable under this
Plan shall be deemed salary or compensation for
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<PAGE>
the purpose of computing benefits under any benefit plan or other
arrangement of the Company for the benefit of its employees or directors
unless the Company shall determine otherwise.
(i) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in
lieu of such fractional Shares or whether such fractional Shares or any
rights thereto shall be forfeited or otherwise eliminated.
(j) Governing Law. The validity, construction, and effect of the Plan,
any rules and regulations relating to the Plan, and any Award Agreement
shall be determined in accordance with the laws of New York without giving
effect to principles of conflict of laws.
(k) Effective Date; Plan Termination. The Plan shall become effective
as of January 1, 1997 (the "Effective Date"). The Plan shall terminate as
to future awards on the date which is ten (10) years after the Effective
Date.
(l) Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only. In the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the 1995 Long-Term Incentive and Share
Award Plan, as amended, and 1997 Long-Term Incentive and Share Award Plan for
Employees of ANADIGICS, Inc. of our report dated January 30, 1997, with respect
to the financial statements and schedule of ANADIGICS, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1996 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Princeton, New Jersey
July 31, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ronald Rosenzweig and John F.
Lyons, and each of them acting individually, as his attorney-in-fact, each with
full power of substitution, for him in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and is hereby ratifying and confirming our
signatures as they may be signed by our said attorney to any and all amendments
to said Registration Statement.
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 dates indicated.
Signature Title Date
/s/ John F. Lyons* Senior Vice President July 30, 1997
- -------------------------- and CFO; (Principal Financial
John F. Lyons and Accounting Officer)
/s/ George Gilbert* Director July 30, 1997
- --------------------------
George Gilbert
/s/ Charles Huang* Director July 30, 1997
- --------------------------
Charles Huang
/s/ Paul S. Bachow* Director July 30, 1997
- --------------------------
Paul S. Bachow
/s/ Charles Burton Director July 30, 1997
- --------------------------
Charles Burton
/s/ David Fellows* Director July 30, 1997
- --------------------------
David Fellows
/s/ Bruns Grayson* Director July 30, 1997
- --------------------------
Bruns Grayson
/s/ Harry T. Rein* Director July 30, 1997
- --------------------------
Harry T. Rein
/s/ Lewis Solomon* Director July 30, 1997
- --------------------------
Lewis Solomon
