<PAGE> 1
As filed with the Securities and Exchange Commission
on May 31, 1996
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTIMATE BRANDS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
31-1436998
------------------------------------
(I.R.S. Employer Identification No.)
Three Limited Parkway, Columbus, Ohio 43230
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1995 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
-------------------------------------------
(Full title of the plan)
SAMUEL P. FRIED
Vice President, General Counsel and Secretary
Intimate Brands, Inc.
Three Limited Parkway, P.O. Box 16000
Columbus, Ohio 43230
(614) 479-7000
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price per Aggregate Offering Registration Fee
Registered Share* Price*
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 70,000 shares $22.875 $1,601,250 $552.16
$0.50 par value
===============================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
upon the average of the high and low prices reported in the New York Stock
Exchange consolidated reporting as of May 28, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 1996.
(b) All other reports, if any, filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since February 3, 1996.
(c) The description of the Registrant's Class A Common Stock, $.01 par
value, set forth in the Form 8 Amendment to Form 8-A, filed with the Commission
on September 23, 1995 ("Common Stock").
All documents filed by the Registrant with the Commission after the date of
this Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and before the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought determines that the officer or director is fairly and reasonably
entitled to indemnity, then the Court of Chancery or such other court may
permit indemnity for such officer or director to the extent it deems proper.
2
<PAGE> 3
The Registrant's Bylaws provide generally that the Registrant shall indemnify
its present and past directors and officers to the fullest extent permitted by
the laws of Delaware as they may exist from time to time. Directors and
officers of the Registrant and its subsidiaries are indemnified generally
against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal. The Registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the Registrant may agree
to indemnify any person as provided therein. The Registrant is a party to
indemnification agreements with its directors and officers. The agreements
provide that the Registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the Registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance
expenses upon the request of an officer or director.
The Registrant's Certificate of Incorporation provides that directors of the
Registrant shall not be held personally liable to the Registrant or its
stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.
The Registrant maintains insurance policies providing for indemnification of
directors and officers and for reimbursement to the Registrant for monies which
it may pay as indemnity to any director or officer, subject to the conditions
and exclusions of the policies and specified deductible provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index on page 7.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof)
3
<PAGE> 4
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
under Section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on May 20, 1996.
INTIMATE BRANDS, INC.
(The Registrant)
By /s/ Kenneth B. Gilman
-------------------------------
Kenneth B. Gilman,
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 20, 1996.
Signature Title
- --------- -----
* Chairman of the Board
- ------------------------- (principal executive
Leslie H. Wexner officer) and Director
/s/ Kenneth B. Gilman
- ------------------------- Vice Chairman of the Board
Kenneth B. Gilman
* Chief Financial Officer
- ------------------------- (principal financial and
Philip E. Mallott accounting officer)
* Director
- -------------------------
Grace A. Nichols
* Director
- -------------------------
Cynthia D. Fedus
* Director
- -------------------------
Beth M. Pritchard
* Director
- -------------------------
E. Gordon Gee
* Director
- -------------------------
Donald B. Shackelford
5
<PAGE> 6
* Director
- -------------------------
Alex Shumate
* Director
- -------------------------
Roger D. Blackwell
*Kenneth B. Gilman, by signing his name hereto, signs this document on behalf
of the persons indicated above pursuant to powers of attorney duly executed by
such persons.
By /s/ Kenneth B. Gilman
----------------------
Kenneth B. Gilman,
Attorney-in-Fact
6
<PAGE> 7
EXHIBIT INDEX
The following exhibits are filed as part of this Registration
Statement:
Exhibit
-------
4.1 Certificate of Incorporation of the Registrant incorporated by
reference to Exhibit 3.1 of the Registrant's Amendment No. 1 to
Registration Statement on Form S-1 (Reg. No. 33-92568) filed by the
Registrant with the Securities and Exchange Commission on July 17,
1995.
4.2 Bylaws of the Registrant incorporated by reference to Registration
Statement on Form S-1 (Reg. No. 33-92568) filed by the
Registrant with the Securities and Exchange Commission on May 23, 1995.
4.3 Copy of the Intimate Brands, Inc. 1995 Stock Plan for Non-Associate
Directors.
5.1 Legal opinion of Samuel P. Fried, Esq., Vice President, General
Counsel and Secretary of the Registrant.
23.1 Consent of Coopers & Lybrand L.L.P..
23.2 Consent of Samuel Fried, Vice President, General Counsel and
Secretary of the Registrant (included in the opinion filed as
Exhibit 5.1).
24 Powers of Attorney.
7
<PAGE> 1
EXHIBIT 4.3
INTIMATE BRANDS, INC.
1995 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
<PAGE> 2
INTIMATE BRANDS, INC.
1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
TABLE OF CONTENTS
PAGE
----
ARTICLE 1
ESTABLISHMENT AND PURPOSE
1.1 Establishment and Effective Date . . . . . . . . . . . . . . . B-5
1.2 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . B-5
ARTICLE 2
AWARDS
2.1 Form of Awards . . . . . . . . . . . . . . . . . . . . . . . . B-5
2.2 Maximum Shares Available . . . . . . . . . . . . . . . . . . . B-5
2.3 Return of Prior Awards . . . . . . . . . . . . . . . . . . . . B-6
ARTICLE 3
ADMINISTRATION
3.1 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . B-6
3.2 Powers of Committee . . . . . . . . . . . . . . . . . . . . . B-6
3.3 Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . B-6
3.4 Interpretations. . . . . . . . . . . . . . . . . . . . . . . . B-6
3.5 Liability; Indemnification . . . . . . . . . . . . . . . . . . B-6
ARTICLE 4
ELIGIBILITY . . . . . . . . . . . . B-7
ARTICLE 5
STOCK OPTIONS
5.1 Grant of Options . . . . . . . . . . . . . . . . . . . . . . . B-7
5.2 Option Price . . . . . . . . . . . . . . . . . . . . . . . . . B-7
5.3 Term of Options . . . . . . . . . . . . . . . . . . . . . . . B-7
5.4 Exercise of Options . . . . . . . . . . . . . . . . . . . . . B-7
5.5 Cancellation of Stock Appreciation Rights . . . . . . . . . . B-7
ARTICLE 6
SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS
6.1 Ten Percent Stockholder . . . . . . . . . . . . . . . . . . . B-8
6.2 Limitation on Grants . . . . . . . . . . . . . . . . . . . . . B-8
6.3 Limitations on Time of Grant . . . . . . . . . . . . . . . . . B-8
B-2
<PAGE> 3
PAGE
----
ARTICLE 7
STOCK APPRECIATION RIGHTS
7.1 Grants of Stock Appreciation Rights ................................ B-8
7.2 Limitations on Exercise ............................................ B-8
7.3 Surrender or Exchange of Tandem Stock Appreciation Rights .......... B-8
7.4 Exercise of Nontandem Stock Appreciation Rights .................... B-9
7.5 Settlement of Stock Appreciation Rights ............................ B-9
7.6 Cash Settlement .................................................... B-9
ARTICLE 8
NONTRANSFERABILITY OF OPTIONS AND
STOCK APPRECIATION RIGHTS .................... B-9
ARTICLE 9
TERMINATION OF EMPLOYMENT
9.1 Exercise after Termination of Employment ........................... B-9
9.2 Total Disability ................................................... B-9
ARTICLE 10
DEATH OF ASSOCIATE ....................... B-10
ARTICLE 11
RESTRICTED SHARES
11.1 Grant of Restricted Shares ........................................ B-10
11.2 Restrictions ...................................................... B-10
11.3 Restricted Stock Certificates ..................................... B-10
11.4 Rights of Holders of Restricted Shares ............................ B-10
11.5 Forfeiture ........................................................ B-10
11.6 Delivery of Restricted Shares ..................................... B-11
11.7 Performance-Based Objectives ...................................... B-11
ARTICLE 12
PERFORMANCE SHARES
12.1 Award of Performance Shares ....................................... B-11
12.2 Performance Period ................................................ B-11
12.3 Right to Payment of Performance Shares ............................ B-11
12.4 Payment for Performance Shares .................................... B-11
12.5 Voting and Dividend Rights ........................................ B-12
B-3
<PAGE> 4
PAGE
----
ARTICLE 13
PERFORMANCE UNITS
13.1 Award of Performance Units ...................................... B-12
13.2 Right to Payment of Performance Units ........................... B-12
13.3 Payment for Performance Units ................................... B-12
ARTICLE 14
UNRESTRICTED SHARES
14.1 Award of Unrestricted Shares .................................... B-13
14.2 Delivery of Unrestricted Shares ................................. B-13
ARTICLE 15
TAX OFFSET PAYMENTS ..................... B-13
ARTICLE 16
ADJUSTMENT UPON CHANGES IN CAPITALIZATION .......... B-13
ARTICLE 17
AMENDMENT AND TERMINATION .................. B-13
ARTICLE 18
WRITTEN AGREEMENT ...................... B-14
ARTICLE 19
MISCELLANEOUS PROVISIONS
19.1 Fair Market Value ............................................... B-14
19.2 Tax Withholding ................................................. B-14
19.3 Compliance With Section 16(b) and Section 162(m) ................ B-14
19.4 Successors ...................................................... B-14
19.5 General Creditor Status ......................................... B-15
19.6 No Right to Employment .......................................... B-15
19.7 Notices ......................................................... B-15
19.8 Severability .................................................... B-15
19.9 Governing Law ................................................... B-15
19.10 Term of Plan .................................................... B-15
B-4
<PAGE> 5
INTIMATE BRANDS, INC.
1995 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
ARTICLE 1
ESTABLISHMENT AND PURPOSE
1.1 Establishment and Effective Date. Intimate Brands, Inc., a
Delaware corporation (the "Company"), hereby establishes a stock incentive plan
to be known as the "Intimate Brands, Inc. 1995 Stock Option and Performance
Incentive Plan" (the "Plan"). The Plan shall become effective on the effective
date of the initial public offering of the Company's Class A Common Stock, par
value $.01 per share ("Common Stock"), subject to the consummation of such
initial public offering. Upon approval of the Plan by the Board of Directors of
the Company (the "Board"), awards may be made as provided herein, subject to
such consummation. In the event that such public offering is not consummated,
any such awards shall be canceled and all rights of associates with respect to
such awards shall thereupon cease.
1.2 Purpose. The Company desires to attract and retain the best
available executive and key management associates for itself and its
subsidiaries and to encourage the highest level performance by such associates
in order to serve the best interests of the Company and its stockholders. The
Plan is expected to contribute to the attainment of these objectives by offering
eligible associates the opportunity to acquire stock ownership interests in the
Company, and other rights with respect to stock of the Company, and to thereby
provide them with incentives to put forth maximum efforts for the success of the
Company and its subsidiaries.
ARTICLE 2
AWARDS
2.1 Form of Awards. Awards under the Plan may be granted in any one
or all of the following forms: (i) incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"); (ii) nonstatutory stock options
("Nonstatutory Stock Options") (unless otherwise indicated, references in the
Plan to Options shall include both Incentive Stock Options and Nonstatutory
Stock Options); (iii) stock appreciation rights ("Stock Appreciation Rights"),
as described in Article 7, which may be awarded either in tandem with Options
("Tandem Stock Appreciation Rights") or on a stand-alone basis ("Nontandem
Stock Appreciation Rights"); (iv) shares of Class A Common Stock of the Company
("Common Stock") which are restricted as provided in Article 11 ("Restricted
Shares"): (v) units representing shares of Common Stock, as described in
Article 12 ("Performance Shares"); (vi) units which do not represent shares of
Common Stock but which may be paid in the form of Common Stock, as described in
Article 13 ("Performance Units"); (vii) shares of unrestricted Common Stock
("Unrestricted Shares") and (viii) tax offset payments ("Tax Offset Payments"),
as described in Article 15.
2.2 Maximum Shares Available. The maximum aggregate number of shares
of Common Stock available for award under the Plan, including shares of Common
Stock awarded as Tax Offset Payments, is 17,500,000, subject to adjustment
pursuant to Article 16. Shares of Common Stock issued pursuant to the Plan may
be either authorized but unissued shares or issued shares reacquired by the
Company. In the event that prior to the end of the period during which Options
may be granted under the Plan, any Option or any Nontandem Stock Appreciation
Right under the Plan expires unexercised or is terminated, surrendered or
canceled (other than in connection with the exercise of a Stock Appreciation
Right) without being exercised in whole or in part for any reason, or any
Restricted Shares, Performance Shares or Performance Units are forfeited, or if
such awards are settled in cash in lieu of shares of Common Stock, then such
shares or units may, at the discretion of the Committee to the extent
permissible under Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Act"), be made available for subsequent awards under the Plan, upon such terms
as the Committee may determine.
B-5
<PAGE> 6
2.3 Return of Prior Awards. As a condition to any subsequent award,
the Committee shall have the right, at its discretion, to require associates to
return to the Company awards previously granted under this Plan. Subject to the
provisions of this Plan, such new award shall be upon such terms and conditions
as are specified by the Committee at the time the new award is granted, to the
extent permitted by Rule 16b-3 under the Act.
ARTICLE 3
ADMINISTRATION
3.1 Committee. The Plan shall be administered by a Committee (the
"Committee") appointed by the Board and consisting of not less than two (2)
members of the Board. The Committee shall be composed of "outside directors"
(within the meaning of Section 162(m) of the Code) and, except as permitted by
Rule 16b-3(c)(2)(i)(A), (B), (C) or (D) of the Act, no member of the Board may
serve on the Committee if such member is or has been granted or awarded stock,
stock options, stock appreciation rights or any other equity security or
derivative security of the Company or any of its affiliates pursuant to any
plan of the Company or its affiliates either while serving on the Committee or
during the one year period prior to being appointed to the Committee.
3.2 Powers of Committee. Subject to the express provisions of the
Plan, the Committee shall have the power and authority (i) to grant Options
and to determine the purchase price of the Common Stock covered by each option,
the term of each Option, the number of shares of Common Stock to be covered by
each Option and any performance objectives or vesting standards applicable to
each Option, (ii) to designate Options as Incentive Stock Options or
Nonstatutory Stock Options and to determine which Options, if any, shall be
accompanied by Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock
Appreciation Rights and Nontandem Stock Appreciation Rights and to determine
the terms and conditions of such rights; (iv) to grant Restricted Shares and to
determine the term of the restricted period and other conditions and
restrictions applicable to such shares; (v) to grant Performance Shares and
Performance Units and to determine the performance objectives, performance
periods and other conditions applicable to such shares or units; (vi) to grant
Unrestricted Shares; (vii) to determine the amount of, and to make, Tax Offset
Payments; and (viii) to determine the associates to whom, and the time or times
at which, Options, Stock Appreciation Rights, Restricted Shares, Performance
Shares, Performance Units and Unrestricted Shares shall be granted.
3.3 Delegation. The Committee may delegate to one or more of its
members or to any other person or persons such ministerial duties as it may
deem advisable; provided, however, that the Committee may not delegate any of
its responsibilities hereunder if such delegation will cause (i) the Plan to
fail to comply with the "disinterested administration" rules under Section 16
of the Act or (ii) the Committee to fail to qualify as "outside directors"
under Section 162(m) of the Code. The Committee may also employ attorneys,
consultants, accountants or other professional advisors and shall be entitled
to rely upon the advice, opinions or valuations of any such advisors.
3.4 Interpretations. The Committee shall have sole discretionary
authority to interpret the terms of the Plan, to adopt and revise rules,
regulations and policies to administer the Plan and to make any other factual
determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions take and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Company, all associates who have received awards under the Plan and
all other interested persons.
3.5 Liability; Indemnification. No member of the Committee, nor any
associate to whom ministerial duties have been delegated, shall be personally
liable for any action, interpretation or determination made with respect to the
Plan or awards made thereunder, and each member of the Committee shall be fully
indemnified and protected by the Company with respect to any liability he or
she may incur with respect to any such action, interpretation or determination,
to the extent permitted by applicable law and to the extent provided in the
Company's Certificate of Incorporation and Bylaws, as amended from time to time.
B-6
<PAGE> 7
ARTICLE 4
ELIGIBILITY
Awards shall be limited to executive and key management associates who
are regular, full-time associates of the Company, its present and future
subsidiaries, its parent and subsidiaries thereof. In determining the associates
to whom awards shall be granted and the number of shares to be covered by each
award, the Committee shall take into account the rate of the services rendered
by such associates, their present and potential contributions to the success of
the Company and its subsidiaries, and such other factors as the Committee in
its sole discretion shall deem relevant. As used in this Plan, the term
"subsidiary" shall mean any corporation which at the time qualifies as a
subsidiary of the Company under the definition of "subsidiary corporation" set
forth in Section 424(f) of the Code, or any successor provision hereafter
enacted. No associate may be granted in any calendar year awards covering more
than 400,000 shares of Common Stock.
ARTICLE 5
STOCK OPTIONS
5.1 Grant of Options. Options may be granted under this Plan for the
purchase of shares of Common Stock. Options shall be granted in such form and
upon such terms and conditions, including the satisfaction of corporate or
individual performance objectives and other vesting standards, as the Committee
shall from time to time determine.
5.2 Option Price. The option price of each Option to purchase Common
Stock shall be determined by the Committee at the time of grant, but shall not
be less than 100 percent of the fair market value of the Common Stock subject
to such Option on the date of grant. The option price so determined shall also
be applicable in connection with the exercise of any Tandem Stock Appreciation
Right granted with respect to such Option.
5.3 Term of Options. The term of each Nonstatutory Stock Option
granted under the Plan shall not exceed ten (10) years and one day from the
date of grant, subject to earlier termination as provided in Articles 9 and
10. Except as otherwise provided in Section 6.1 with respect to ten (10)
percent stockholders of the Company, the term of each Incentive Stock Options
shall not exceed ten (10) years from the date of grant, subject to earlier
termination as provided in Articles 9 and 10.
5.4 Exercise of Options. An Option may be exercised, in whole or in
part, at such time or times as the Committee shall determine. The Committee
may, in its discretion, accelerate the exercisability of any Option at any
time. Options may be exercised by an associate by giving written notice to the
Committee stating the number of shares of Common Stock with respect to which
the Options is being exercised, and tendering payment therefor. Payment for the
Common Stock issuable upon exercise of the Option shall be made in full in
cash, or by certified check or, if the Committee, in its sole discretion,
permits, in shares of Common Stock (valued at fair market value on the date of
exercise). As soon as reasonably practicable following such exercise, a
certificate representing the shares of Common Stock purchased, registered in
the name of the associate, shall be delivered to the associate. Notwithstanding
the foregoing, an associate may not exercise an Option prior to the consummation
of the initial public offering referred to in Section 1.1 hereof.
5.5 Cancellation of Stock Appreciation Rights. Upon exercise of all
or a portion of an Option, the related Tandem Stock Appreciation Rights shall
be canceled with respect to any equal number of shares of Common Stock.
B-7
<PAGE> 8
ARTICLE 6
SPECIAL RULES APPLICABLE TO INCENTIVE
STOCK OPTIONS
6.1 Ten Percent Stockholder. Notwithstanding any other provision of
this Plan to the contrary, no associate may receive an Incentive Stock Options
under the Plan if such associate, at the time the award is granted owns (after
application of the rules contained in Section 424(d) for the Code) stock
possessing more than ten (10) percent of the total combined voting power of all
classes of stock of the Company or its subsidiaries, unless (i) the option
price for such Incentive Stock Option is a least 110 percent of the fair market
value of the Common Stock subject to such Incentive Stock Option on the date of
grant and (ii) such Option is not exercising after the date five (5) years from
the date such Incentive Stock Option is granted.
6.2 Limitation on Grants. The aggregate fair market value (determined
with respect to each Incentive Stock Option at the time such Incentive Stock
Option is granted) of the shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by an associate
during any calendar year (under this Plan or any other plan of the Company or a
subsidiary) shall not exceed $100,000.
6.3 Limitations on Time of Grants. No grant of an Incentive Stock
Option shall be made under this Plan after the termination date set forth in
Section 19.10 hereof.
ARTICLE 7
STOCK APPRECIATION RIGHTS
7.1 Grants of Stock Appreciation Rights. Tandem Stock Appreciation
Rights may be awarded by the Committee in connection with any Option granted
under the Plan, either at the time the Option is granted or thereafter at any
time prior to the exercise, termination or expiration of the Option. Nontandem
Stock Appreciation Rights may also be granted by the Committee at any time. At
the time of grant of a Nontandem Stock Appreciation Right, the Committee shall
specify the number of shares of Common Stock covered by such right and the
base price of shares of Common Stock to be used in connection with the
calculation described in Section 7.4 below. The base price of a Nontandem Stock
Appreciation Right shall be not less than 100 percent of the fair market value
of a share of Common Stock on the date of grant. Stock Appreciation Rights
shall be subject to such terms and conditions not inconsistent with the other
provisions of this Plan as the Committee shall determine.
7.2 Limitations on Exercise. A Tandem Stock Appreciation Right shall
be exercisable only to the extent that the related Option is exercisable and
shall be exercisable only for such period as the Committee may determine (which
period may expire prior to the expiration date of the related Option). Upon the
exercise of all or a portion of Tandem Stock Appreciation Rights, the related
Option shall be canceled with respect to an equal number of shares of Common
Stock. Shares of Common Stock subject to Options or portions thereof,
surrendered upon exercise of a Tandem Stock Appreciation Right, shall not be
available for subsequent awards under the Plan. A Nontandem Stock Appreciation
Right shall be exercisable during such period as the Committee shall determine.
7.3 Surrender or Exchange of Tandem Stock Appreciation Rights. A
Tandem Stock Appreciation Right shall entitle the associate to surrender to the
Company unexercised the related Option, or any portion thereof, and to receive
from the Company in exchange therefor that number of shares of Common Stock
having an aggregate fair market value equal to (A) the excess of (i) the fair
market value of one (1) share of Common Stock as of the date the Tandem Stock
Appreciation Right is exercised over (ii) the option price per share specified
in such Option, multiplied by (B) the number of shares of Common Stock subject
to the Option, or portion thereof, which is surrendered. Cash shall be delivered
in lieu of any fractional shares.
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<PAGE> 9
7.4 Exercise of Nontandem Stock Appreciation Rights. The exercise of a
Nontandem Stock Appreciation Right shall entitle the associate to receive from
the Company that number of shares of Common Stock having an aggregate fair
market value equal to (A) the excess of (i) the fair market value of one (1)
share of Common Stock as of the date on which the Nontandem Stock Appreciation
Right is exercised over (ii) the base price of the shares covered by the
Nontandem Stock Appreciation Right, multiplied by (B) the number of shares of
Common Stock covered by the Nontandem Stock Appreciation Right, or the portion
thereof being exercised. Cash shall be delivered in lieu of any fractional
shares.
7.5 Settlement of Stock Appreciation Rights. As soon as is reasonably
practicable after the exercise of a Stock Appreciation Right, the Company shall
(i) issue, in the name of the associate, stock certificates representing the
total number of full shares of Common Stock to which the associate is entitled
pursuant to Section 7.3 or 7.4 hereof, and cash in an amount equal to the fair
market value, as of the date of exercise, of any resulting fractional shares,
and (ii) if the Committee causes the Company to elect to settle all or part of
its obligations arising out of the exercise of the Stock Appreciation Right in
cash pursuant to Section 7.6, deliver to the associate an amount in cash equal
to the fair market value, as of the date of exercise, of the shares of Common
Stock it would otherwise be obligated to deliver.
7.6 Cash Settlement. The Committee, in its discretion, may cause the
Company to settle all or any part of its obligation arising out of the exercise
of a Stock Appreciation Right by the payment of cash in lieu of all or part of
the shares of Common Stock it would otherwise be obligated to deliver in an
amount equal to the fair market value of such shares on the date of exercise.
ARTICLE 8
NONTRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS
No Option or Stock Appreciation Right may be transferred, assigned,
pledged or hypothecated (whether by operation of law or otherwise), except as
provided by will or the applicable laws of descent and distribution, and no
Option or Stock Appreciation Right shall be subject to execution, attachment or
similar process. Any attempted assignment, transfer, pledge, hypothecation or
other disposition of an Option or a Stock Appreciation Right not specifically
permitted herein shall be null and void and without effect. An Option or Stock
appreciation Right may be exercised by an associate only during his or her
lifetime, or following his or her death pursuant to Article 10.
ARTICLE 9
TERMINATION OF EMPLOYMENT
9.1 Exercise after Termination of Employment. In the event that the
employment of an associate to whom an Option or Stock Appreciation Right has
been granted under the Plan shall be terminated (for reasons other than death
or total disability), such Option or Stock Appreciation Right may be exercised
(to extent that the associate was entitled to do so on the date of the
termination of his employment) at any time within three (3) months after such
termination of employment.
9.2 Total Disability. In the event that an associate to whom an
Option or Stock Appreciation Right has been granted under the Plan shall become
totally disabled, such Option or Stock Appreciation Right may be exercised at
any time during the first nine (9) months that the associate receives benefits
under The Limited, Inc. Long-Term Disability Plan (the "Disability Plan") to the
extent otherwise exercisable during such nine-month period. For purposes hereof,
"total disability" shall have the definition set forth in the Disability Plan,
which definition is hereby incorporated by reference.
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<PAGE> 10
ARTICLE 10
DEATH OF ASSOCIATE
If an associate to whom an Option or Stock Appreciation Right has been
granted under the Plan shall die while employed by the Company or one of its
subsidiaries or within three (3) months after the termination of such
employment, such Option or Stock Appreciation Right may be exercised to the
extent that the associate was entitled to do so at the time of his or her death,
by the associate's estate or by the person who acquires the right to exercise
such Option or Stock Appreciation Right upon his or her death by bequest or
inheritance. Such exercise may occur at any time within one (1) year after the
date of the associate's death, but in no case later than the date on which the
Option or Stock Appreciation Right terminates.
ARTICLE 11
RESTRICTED SHARES
11.1 Grant of Restricted Shares. The Committee may from time to
time cause the Company to grant Restricted Shares under the Plan to associates,
subject to such restrictions, conditions and other terms as the Committee may
determine.
11.2 Restrictions. At the time a grant of Restricted Shares is
made, the Committee shall establish a period of time (the "Restricted Period")
applicable to such Restricted Shares. Each grant of Restricted Shares may be
subject to a different Restricted Period. The Committee may, in its sole
discretion, at the time a grant is made, prescribe restrictions in addition to
or other than the expiration of the Restricted Period, including the
satisfaction of corporate or individual performance objectives as provided in
Section 11.7, which may be applicable to all or any portion of the Restricted
Shares. Except with respect to grants of Restricted Shares intended to qualify
as performance-based compensation for purposes of Section 162(m) of the Code,
the Committee may also, in its sole discretion, shorten or terminate the
Restricted Period or waive any other restrictions applicable to all or a portion
of such Restricted Shares. None of the Restricted Shares may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during
the Restricted Period or prior to the satisfaction of any other restrictions
prescribed by the Committee with respect to such Restricted Shares.
11.3 Restricted Stock Certificates. The Company shall issue, in the
name of each associate to whom Restricted Shares have been granted, stock
certificates representing the total number of Restricted Shares granted to the
associate, as soon as reasonably practicable after the grant. The Secretary of
the Company shall hold such certificates, properly endorsed for transfer, for
the associate's benefit until such time as the Restricted Shares are forfeited
to the Company, or the restrictions lapse.
11.4 Rights of Holders of Restricted Shares. Except as determined
by the Committee either at the time Restricted Shares are awarded or at any
time thereafter prior to the lapse of the restrictions, holders of Restricted
Shares shall not have the right to vote such shares or the right to receive any
dividends with respect to such shares. All distributions, if any, received by
an associate with respect to Restricted Shares as a result of any stock
split-up, stock distribution, a combination of shares, or other similar
transaction shall be subject to the restrictions of this Article 11.
11.5 Forfeiture. Any Restricted Shares granted to an associate
pursuant to the Plan shall be forfeited if the associate terminates employment
with the Company or its subsidiaries prior to the expiration or termination of
the Restricted Period and the satisfaction of any other conditions applicable
to such Restricted Shares. Upon such forfeiture, the Secretary of the Company
shall either cancel or retain in its treasury the Restricted Shares that are
forfeited to the Company. If the associate's employment terminates as a result
of his or her death or total disability (as defined in Article 9), Restricted
Shares of such associate shall be forfeited, unless the Committee, in its sole
discretion, shall determine otherwise.
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<PAGE> 11
11.6 Delivery of Restricted Shares. Upon the expiration or termination
of the Restricted Period and the satisfaction of any other conditions
prescribed by the Committee, the restrictions applicable to the Restricted
Shares shall lapse and a stock certificate for the number of Restricted Shares
with respect to which the restrictions have lapsed shall be delivered, free of
all such restrictions, to the associate or the associate's beneficiary or
estate, as the case may be.
11.7 Performance-Based Objectives. At the time of the grant of
Restricted Shares to an associate, and prior to the beginning of the
performance period to which performance objectives relate, the Committee may
establish performance objectives based on operating income and/or gross margin
objectives of the Company or any subsidiary or division thereof. These
objectives shall be based on an analysis of historical performance and growth
expectations for the relevant business unit, financial results of other
comparable businesses both inside and outside the Company, and progress towards
achieving the long-range strategic plan for that business unit. These
objectives and determination of results shall be based entirely on such
financial measures, and the Committee shall have no discretion to modify such
results.
ARTICLE 12
PERFORMANCE SHARES
12.1 Award of Performance Shares. For each Performance Period (as
defined in Section 12.2), Performance Shares may be granted under the Plan to
such associates of the Company and its subsidiaries as the Committee shall
determine. Each Performance Share shall be deemed to be equivalent to one (1)
share of Common Stock. Performance Shares granted to an associate shall be
credited to an account (a "Performance Share Account") established and
maintained for such associate.
12.2 Performance Period. "Performance Period" shall mean such period
of time as shall be determined by the Committee in its sole discretion.
Different Performance Periods may be established for different associates
receiving Performance Shares. Performance Periods may run consecutively or
concurrently.
12.3 Right to Payment of Performance Shares. With respect to each
award of Performance Shares under this Plan, the Committee shall specify
performance objectives (the "Performance Objectives") which must be satisfied
in order for the associate to vest in the Performance Shares which have been
awarded to him or her for the Performance Period. If the Performance Objectives
established for an associate for the Performance Period are partially but not
fully met, the Committee may, nonetheless, in its sole discretion, determine
that all or a portion of the Performance Shares have vested. If the Performance
Objectives for a Performance Period are exceeded, the Committee may, in its
sole discretion, grant additional, fully vested Performance Shares to the
associate. The Committee may also determine, in its sole discretion, that
Performance Shares awarded to an associate shall become partially or fully
vested upon the associate's death, total disability (as defined in Article 9)
or retirement, or upon the termination of the associate's employment prior to
the end of the Performance Period.
12.4 Payment for Performance Shares. As soon as practicable following
the end of a Performance Period, the Committee shall determine whether the
Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the Committee pursuant to Section 12.3). If the Performance
Objectives for the Performance Period have been exceeded, the Committee shall
determine whether additional Performance Shares shall be granted to the
associate pursuant to Section 12.3. As soon as reasonably practicable after
such determinations, or at such later date as the Committee shall determine at
the time of grant, the Company shall pay to the associate an amount with
respect
B-11
<PAGE> 12
to each vested Performance Share equal to the fair market value of a share of
Common Stock on such payment date or, if the Committee shall so specify at the
time of grant, an amount equal to (i) the fair market value of a share of
Common Stock on the payment date less (ii) the fair market value of a share of
Common Stock on the date of grant of the Performance Share. Payment shall be
made entirely in cash, entirely in Common Stock (including Restricted Shares)
or in such combination of cash and Common Stock as the Committee shall
determine.
12.5 Voting and Dividend Rights. No associate shall be entitled to
any voting rights, to receive any dividends, or to have his or her Performance
Share Account credited or increased as a result of any dividends or other
distribution with respect to Common Stock. Notwithstanding the foregoing,
within sixty (60) days from the date of payment of a dividend by the Company on
its shares of Common Stock, the Committee, in its discretion, may credit an
associate's Performance Share Account with additional Performance Shares having
an aggregate fair market value equal to the dividend per share paid on the
Common Stock multiplied by the number of Performance Shares credited to his or
her account at the time the dividend was declared.
ARTICLE 13
PERFORMANCE UNITS
13.1 Award of Performance Units. For each Performance Period (as
defined in Section 12.2), Performance Units may be granted under the Plan to
such associates of the Company and its subsidiaries as the Committee shall
determine. The award agreement covering such Performance Units shall specify a
value for each Performance Unit or shall set forth a formula for determining
the value of each Performance Unit at the time of payment (the "Ending Value").
If necessary to make the calculation of the amount to be paid to the associate
pursuant to Section 13.3, the Committee shall also state in the award agreement
the initial value of each Performance Unit (the "Initial Value"). Performance
Units granted to an associate shall be credited to an account (a "Performance
Unit Account") established and maintained for such associate.
13.2 Right to Payment of Performance Units. With respect to each
award of Performance Units under this Plan, the Committee shall specify
Performance Objectives which must be satisfied in order for the associate to
vest in the Performance Units which have been awarded to him or her for the
Performance Period. If the Performance Objectives established for an associate
for the Performance Period are partially but not fully met, the Committee may,
nonetheless, in its sole discretion, determine that all or a portion of the
Performance Units have vested. If the Performance Objectives for a Performance
Period are exceeded, the Committee may, in its sole discretion, grant
additional, fully vested Performance Units to the associate. The Committee may
also determine, in its sole discretion, that Performance Units awarded to an
associate shall become partially or fully vested upon the associate's death,
total disability (as defined in Article 9) or retirement, or upon the
termination of employment of the associate by the Company.
13.3 Payment for Performance Units. As soon as practicable following
the end of a Performance Period, the Committee shall determine whether the
Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the Committee pursuant to Section 13.2). If the Performance
Objectives for the Performance Period have been exceeded, the Committee shall
determine whether additional Performance Units shall be granted to the
associate, pursuant to Section 13.2. As soon as reasonably practicable after
such determinations, or at such later date as the Committee shall determine at
the time of grant, the Company shall pay to the associate an amount with
respect to each vested Performance Unit equal to the Ending Value of the
Performance Unit or, if the Committee shall so specify at the time of grant, an
amount equal to (i) the Ending Value of the Performance Unit less (ii) the
Initial Value of the Performance Unit. Payment shall be made entirely in cash,
entirely in Common Stock (including Restricted Shares) or in such combination
of cash and Common Stock as the Committee shall determine.
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<PAGE> 13
ARTICLE 14
UNRESTRICTED SHARES
14.1 Award of Unrestricted Shares. The Committee may cause the Company
to grant Unrestricted Shares to associates at such time or times, in such
amounts and for such reasons as the Committee, in its sole discretion, shall
determine. Except as required by applicable law, no payment shall be required
for Unrestricted Shares.
14.2 Delivery of Unrestricted Shares. The Company shall issue, in the
name of each associate to whom Unrestricted Shares have been granted, stock
certificates representing the total number of Unrestricted Shares granted to
the associate, and shall deliver such certificates to the associate as soon as
reasonably practicable after the date of grant or on such later date as the
Committee shall determine at the time of grant.
ARTICLE 15
TAX OFFSET PAYMENTS
The Committee shall have the authority at the time of any award under this
Plan or anytime thereafter to make Tax Offset Payments to assist associates in
paying income taxes incurred as a result of their participation in this Plan.
The Tax Offset Payments, which, if awarded, may be in cash or shares of Common
Stock, shall be determined by multiplying a percentage established by the
Committee by all or a portion (as the Committee shall determine) of the taxable
income recognized by an associate upon (i) the exercise of a Nonstatutory Stock
Option or a Stock Appreciation Right, (ii) the disposition of shares received
upon exercise of an Incentive Stock Option, (iii) the lapse of restrictions on
Restricted Shares, (iv) the award of Unrestricted Shares, or (v) payments for
Performance Shares or Performance Units. The percentage shall be established,
from time to time, by the Committee at that rate which the Committee, in its
sole discretion, determines to be appropriate and in the best interests of the
Company to assist associates in paying income taxes incurred as a result of the
events described in the preceding sentence. Tax Offset Payments shall be
subject to the restrictions on transferability applicable to Options and Stock
Appreciation Rights under Article 8.
ARTICLE 16
ADJUSTMENT UPON CHANGES IN CAPITALIZATION
Notwithstanding any other provision of the Plan, the Committee may at any
time make or provide for such adjustments to the Plan, to the number and class
of shares available thereunder or to any outstanding Options, Stock
Appreciation Rights, Restricted Shares or Performance Shares as it shall deem
appropriate to prevent dilution or enlargement of rights, including adjustments
in the event of changes in the number of shares of outstanding Common Stock by
reason of stock dividends, extraordinary cash dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of
shares, separations, reorganizations, liquidations and the like.
ARTICLE 17
AMENDMENT AND TERMINATION
The Board may suspend, terminate, modify or amend the Plan, provided that
any amendment that would (i) materially increase the aggregate number of shares
which may be issued under the Plan, (ii) materially increase the benefits
accruing to associates under the Plan, or (iii) materially modify the
requirements as to eligibility for participation in the Plan, shall be subject
to the approval of the Company's stockholders, except that any such increase or
modification that may result from adjustments authorized by Article 16 does not
require such approval. If the Plan is terminated, the terms of the Plan shall,
notwithstanding such termination, continue to apply to awards granted prior to
such termination. No suspension, termination, modification or amendment of the
Plan may, without the consent of the associate to whom an award shall
theretofore have been granted, adversely affect the rights of such associate
under such award.
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ARTICLE 18
WRITTEN AGREEMENT
Each award of Options, Stock Appreciation Rights, Restricted Shares,
Performance Shares, Performance Units, Unrestricted Shares and Tax Offset
Payments shall be evidenced by a written agreement, executed by the associate
and the Company, and containing such restrictions, terms and conditions, if
any, as the Committee may require. In the event of any conflict between a
written agreement and the Plan, the terms of the Plan shall govern.
ARTICLE 19
MISCELLANEOUS PROVISIONS
19.1 Fair Market Value. For purposes of this Plan, fair market value
with respect to the exercise price of Options granted prior to and subject to
the consummation of the initial public offering, referred to in Section 1.1
hereof, shall be the price at which shares of Common Stock are sold to the
public pursuant to such offering and, for all other purposes hereunder, shall
be the closing price of the Common Stock as reported on the principal exchange
on which the shares are listed for the date on which the grant, exercise or
other transaction occurs, or if there were no sales on such date, the most
recent prior date on which there were sales.
19.2 Tax Withholding. The Company shall have the right to require
associates or their beneficiaries or legal representatives to remit to the
Company an amount sufficient to satisfy federal, state and local withholding
tax requirements, or to deduct from all payments under this Plan, including Tax
Offset Payments, amounts sufficient to satisfy all withholding tax
requirements. Whenever payments under the Plan are to be made to an associate
in cash, such payments shall be net of any amounts sufficient to satisfy all
federal, state and local withholding tax requirements. The Committee may, in
its discretion, permit an associate to satisfy his or her tax withholding
obligation either by (i) surrendering shares owned by the associate or (ii)
having the Company withhold from shares otherwise deliverable to the associate.
Shares surrendered or withheld shall be valued at their fair market value as of
the date on which income is required to be recognized for income tax purposes.
In the case of an award of Incentive Stock Options, the foregoing right shall
be deemed to be provided to the associate at the time of such award.
19.3 Compliance With Section 16(b) and Section 162(m). In the case of
associates who are or may be subject to Section 16 of the Act, it is the intent
of the Company that the Plan and any award granted hereunder satisfy and be
interpreted in a manner that satisfies the applicable requirements of Rule
16b-3, so that such person will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the Act and will not be subjected to
liability thereunder. If any provision of the Plan or any award would otherwise
conflict with the intent expressed herein, that provision, to the extent
possible, shall be interpreted and deemed amended so as to avoid such conflict.
To the extent of any remaining irreconcilable conflict with such intent, such
provision shall be deemed void as applicable to associates who are or may be
subject to Section 16 of the Act. If any award hereunder is intended to qualify
as performance-based for purposes of Section 162(m) of the Code, the Committee
shall not exercise any discretion to increase the payment under such award
except to the extent permitted by Section 162(m) and the regulations thereunder.
19.4 Successors. The obligations of the Company under the Plan shall
be binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and business of the Company. In the event of any of the foregoing, the
Committee may, at its discretion prior to the consummation of the transaction,
cancel, offer to purchase, exchange, adjust or modify any outstanding awards,
at such time and in such manner as the Committee deems appropriate and in
accordance with applicable law.
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<PAGE> 15
19.5 General Creditor Status. Associates shall have no right, title,
or interest whatsoever in or to any investments which the Company may make to
aid it in meeting its obligations under the Plan. Nothing contained in the
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between
the Company and any associate or beneficiary or legal representative of such
associate. To the extent than any person acquires a right to receive payments
from the Company under the Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the Company and no special
or separate fund shall be established and no segregation of assets shall be
made to assure payment of such amounts except as expressly set forth in the
Plan.
19.6 No Right to Employment. Nothing in the Plan or in any written
agreement entered into pursuant to Article 18, nor the grant of any award,
shall confer upon any associate any right to continue in the employ of the
Company or a subsidiary or to be entitled to any remuneration or benefits not
set forth in the Plan or such written agreement or to interfere with or to
limit the right of the Company or a subsidiary to modify the terms of or to
terminate such associate's employment at any time.
19.7 Notices. Notices required or permitted to be made under the Plan
shall be sufficiently made if sent by registered or certified mail addressed
(a) to the associate at the associate's address as set forth in the books and
records of the Company or its subsidiaries, or (b) to the Company or the
Committee at the principal office of the Company.
19.8 Severability. In the event that any provision of the Plan shall
be held illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
19.9 Governing Law. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.
19.10 Term of Plan. Unless earlier terminated pursuant to Article 17
hereof, the Plan shall terminate on the tenth (10th) anniversary of the earlier
of the date of adoption of the Plan by the Board or the date of the
consummation of the initial public offering referred to in Section 1.1 hereof.
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<PAGE> 1
EXHIBIT 5.1
[INTIMATE BRANDS LETTERHEAD]
May 21, 1996
Intimate Brands, Inc.
Three Limited Parkway
Columbus, Ohio 43230
Re: Securities Act of 1993 Form S-8 Registration Statement for
The Intimate Brands, Inc. 1995 Stock Plan for Non-Associate Directors
Ladies and Gentlemen:
I have acted as counsel for Intimate Brands, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company of up to
70,000 shares of the Company's Class A Common Stock, par value $.01 per share
(the "Common Stock"), under the Intimate Brands, Inc. 1995 Stock Plan for
Non-Associate Directors (the "Plan"), which Common Stock is being registered
pursuant to the filing of a Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Act").
I have examined the Certificate of Incorporation of the Company, its Bylaws,
the Plan and such other corporate records, certificates, documents and matters
of law as I have deemed necessary to render this opinion.
Based on the foregoing, I am of the opinion that the shares of Common Stock
issued or to be issued under the terms of the Plan will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 and 23.2 to the
Registration Statement. By giving such consent, I do not admit that I am an
expert with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
INTIMATE BRANDS, INC.
By: /s/ Samuel P. Fried
------------------------
Samuel P. Fried
General Counsel
<PAGE> 1
[COOPERS & LYBRAND LETTERHEAD]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8, relating to the Intimate Brands, Inc. 1995 Stock Plan for
Non-Associate Directors, of our report dated February 26, 1996, on our audits
of the consolidated financial statements of Intimate Brands, Inc. as of
February 3, 1996 and January 28, 1995, and for the fiscal years ended February
3, 1996, January 28, 1995 and January 29, 1994, which report was included in
the Intimate Brands, Inc. Annual Report on Form 10-K for the year ended
February 3, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
May 15, 1996
[COOPERS & LYBRAND COPYWHITE]
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY FOR
OFFICERS AND DIRECTORS OF
INTIMATE BRANDS, INC.
Pursuant to the requirements of the Securities Act of 1933, the
undersigned officers and/or directors of Intimate Brands, Inc., a Delaware
corporation (the "Company"), hereby appoint Kenneth B. Gilman as
attorney-in-fact with full power of substitution and resubstitution to sign for
the undersigned and in the name of the undersigned in any and all capacities
with respect to the registrations on Form S-8 of (i) 17,500,000 shares of
Common Stock of the Company under the Intimate Brands, Inc. 1995 Stock Option
and Performance Incentive Plan and (ii) 70,000 shares of Common Stock of the
Company under the Intimate Brands, Inc. 1995 Stock Plan for Non-Associate
Directors (collectively, the "Registration Statements") with the Securities and
Exchange Commission ("SEC"), and to sign any and all amendments (including
post-effective amendments) thereto and any and all applications or other
documents to be filed with the SEC pertaining to the Registration Statements,
and to grant unto the attorney-in-fact and agent the full power and authority
to do and perform each and every act and thing required to be done, as fully to
all intents and purposes as the undersigned could do if personally present. The
undersigned hereby ratifies and confirms all that the attorney-in-fact and
agent or its substitutes may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
Chairman of the Board and , 1996
- ------------------------- Chief Executive Officer ------
Leslie H. Wexner (principal executive officer)
/s/ PHILIP E. MALLOTT Vice President-Finance May 20, 1996
- ------------------------- (principal financial and
Philip E. Mallott accounting officer)
/s/ GRACE A. NICHOLS President-Victoria's Secret May 20, 1996
- ------------------------- Stores and Director
Grace A. Nichols
/s/ CYNTHIA D. FEDUS President-Victoria's Secret May 20, 1996
- ------------------------- Catalogue and Director
Cynthia D. Fedus
/s/ BETH M. PRITCHARD President-Bath & Body May 20, 1996
- ------------------------- Works and Director
Beth M. Pritchard
/s/ E. GORDON GEE Director May 20, 1996
- -------------------------
E. Gordon Gee
/s/ DONALD B. SHACKELFORD Director May 20, 1996
- -------------------------
Donald B. Shackelford
/s/ ALEX SHUMATE Director May 20, 1996
- -------------------------
Alex Shumate
Director , 1996
- ------------------------- ------
Roger D. Blackwell
</TABLE>
