AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
STONE & WEBSTER, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-5416910
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 West 34th Street, New York, New York 10119
(Address of principal executive offices)
1995 Stock Option Plan
of
Stone & Webster, Incorporated
(Full title of the plan)
_________________________
Peter F. Durning, Secretary
Stone & Webster, Incorporated
250 West 34th Street
New York, New York 10119
(Name and address of agent for service)
(212) 290-7500
(Telephone number, including area code, of agent for service)
___________________________
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class maximum maximum
of securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit(1) price(1) fee
Common Stock, 750,000 $30.94 $23,205,000 $8,001.72
$1 par value shares_
(1) The price of $30.94 per share, which was the average of the high and
low prices of Common Stock as reported on the New York Stock Exchange
consolidated reporting system on June 19, 1995, is set forth solely for
purposes of calculating the registration fee pursuant to Rule 457(h).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
_____________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Note to Part I of Form S-8.
<PAGE
> PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by
reference and made a part hereof, and all documents subsequently filed
by Stone & Webster, Incorporated (the "Company") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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
herein and to be a part hereof from the date of filing of such
documents.
(a) The annual report on Form 10-K of the Company for the
year ended December 31, 1994 (and the documents incorporated
by reference therein).
(b) All other reports filed by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the Company's Common Stock which
is contained in the Company's registration statement filed
under the Securities Exchange Act of 1934, including any
amendments or reports filed for purposes of updating such
descriptions.
(d) The Company's definitive proxy statement filed
pursuant to Section 14 of the Securities Exchange Act of 1934
in connection with the 1995 Annual Meeting of Stockholders.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and the financial
statement schedule of the Company and its Subsidiaries as of December
31, 1994 and 1993, and for each of the three years in the period ended
December 31, 1994, incorporated by reference in this Registration
Statement, have been incorporated herein in reliance upon the report of
Coopers & Lybrand, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Section 145 of Chapter 1 of the General Corporation
Law of the State of Delaware and Section 14 of Article Sixth
of the Company's Restated Certificate of Incorporation permit
the indemnification under certain circumstances of directors
or officers of the Company and its subsidiaries for expenses
incurred in connection with the defense of actions, suits or
proceedings against them as such directors or officers. The
Company has purchased from the American International Group a
Directors, Officers and Corporate Liability policy under which
the directors and officers of Stone & Webster, Incorporated
and its subsidiaries and the Company are insured against loss
arising from any claim made against them by reason of any
wrongful act in their respective capacities.
The Stockholders of the Company have approved
amendments to the Restated Certificate of Incorporation of the
Company which limit the personal liability of the directors to
the Company or its Stockholders for monetary damages arising
out of the directors' breach of their fiduciary duty of care
under certain circumstances, as permitted by the Delaware
General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Certain of the following exhibits are filed herewith.
Certain other of the following exhibits have been filed with
the Commission and are incorporated herein by reference.
4-a Restated Certificate of Incorporation, defining
rights of security holders (Exhibit (3)(a), Form 10-
K for the fiscal year ended December 31, 1990 (File
No. 1-1228)).
*4-b 1995 Stock Option Plan of Stone & Webster,
Incorporated.
*5 Opinion dated June 22, 1995 of Mudge Rose Guthrie
Alexander & Ferdon as to the legality of securities
to be registered.
*23-a Consent of Coopers & Lybrand.
23-b The consent of Mudge Rose Guthrie Alexander & Ferdon
is contained in the opinion of such firm filed
herewith as Exhibit 5.
*Filed herewith
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes (a) to
file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement (i) to include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information
set forth in the registration statement, and (iii) to include
any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)
(i) and (a) (ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement; (b) 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; and (c) 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.
(2) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 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
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (which shall not include the
insurance described under Item 6 above) may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the provisions referred to in the first sentence
under Item 6 of this Registration Statement, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in said 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
said Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Stone & Webster, Incorporated 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
New York and State of New York on the 21st day of June, 1995.
STONE & WEBSTER, INCORPORATED
(Registrant)
By /s/ Jeremiah P. Cronin
Jeremiah P. Cronin
Executive Vice 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 date indicated.
Signature Title Date
/s/ Bruce C. Coles Chairman of the Board, June 21, 1995
Bruce C. Coles Chief Executive Officer
(Principal Executive
Officer), President and
Director
/s/ Jeremiah P. Cronin Executive Vice President June 21, 1995
Jeremiah P. Cronin (Principal Financial
and Accounting Officer)
/s/ William L. Brown Director June 21, 1995
William L. Brown
/s/ Frank J. A. Cilluffo Director June 21, 1995
Frank J. A. Cilluffo
/s/ Donna R. Fitzpatrick Director June 21, 1995
Donna R. Fitzpatrick
/s/ Kent F. Hansen Director June 21, 1995
Kent F. Hansen
/s/ Elvin R. Heiberg, III Director June 21, 1995
Elvin R. Heiberg, III
/s/ John A. Hooper Director June 21, 1995
John A. Hooper
/s/ J. Angus McKee Director June 21, 1995
J. Angus McKee
/s/ Kenneth G. Ryder Director June 21, 1995
Kenneth G. Ryder
/s/ Meredith R. Spangler Director June 21, 1995
Meredith R. Spangler
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Page
4-b 1995 Stock Option Plan II-6
of Stone & Webster, Incorporated.
5 Opinion dated June 22, 1995 II-20
of Mudge Rose Guthrie Alexander
& Ferdon as to the legality of
securities to be registered.
23-a Consent of Coopers & Lybrand. II-23
EXHIBIT 4-b
1995 STOCK OPTION PLAN
OF
STONE & WEBSTER, INCORPORATED
ARTICLE I
1. Purpose. Stone & Webster, Incorporated (the
"Company") proposes to grant to selected key employees (including
officers and directors who are employees) of the Company and its
subsidiaries (hereinafter referred to as "Employee Optionees")
options to purchase shares of common stock, par value $1 per
share, of the Company ("Common Stock") for the purposes of (i)
furnishing to such Employee Optionees maximum incentive to
improve operations and increase profits of the Company, and (ii)
encouraging such Employee Optionees to accept or continue
employment with the Company and its subsidiaries. Such options
will be granted pursuant to the plan herein set forth, which
shall be known as the 1995 Stock Option Plan of Stone & Webster,
Incorporated (herein referred to as the "Plan").
The Company also proposes to grant to members of the Board
of Directors of the Company (the "Board of Directors") who are
not officers or employees of the Company or its subsidiaries at
the time of a grant (hereinafter referred to as "Non-Employee
Directors") options to purchase shares of Common Stock pursuant
to the Plan. The purpose of such grants is to (i) provide
incentives for highly qualified individuals to stand for election
to the Board of Directors and continue service on the Board of
Directors, (ii) provide maximum incentive to promote long-term
stockholder value, and (iii) promote a greater identity of
interest between Non-Employee Directors and the Company's
stockholders.
2. Shares Subject to the Plan. Subject to
adjustment as provided in Article I, Paragraph 4, Article II,
Paragraph 3(e), Article III, Paragraph 3(e), and Article IV,
Paragraph 4(e), the aggregate number of shares of Common Stock to
be delivered upon exercise of all options granted under the Plan
shall not exceed 750,000 shares. The shares of Common Stock
issuable upon exercise of options granted under the Plan may be
authorized and unissued shares or reacquired shares. In the event
the number of shares to be delivered upon the exercise in full of
any option granted under the Plan is reduced for any reason
whatsoever or in the event any option granted under the Plan for
any reason shall expire or shall terminate unexercised as to all
or any shares covered thereby, the number of shares no longer
subject to any such option shall thereupon be released from such
option and shall thereafter be available to be re-optioned under
the Plan. Shares issued pursuant to the exercise of options
granted under the Plan shall be fully paid and nonassessable.
3. Administration of the Plan. Subject to the
provisions of the Plan, the Compensation Committee of the Board
of Directors or such other committee of the Board of Directors
which shall succeed to the functions and responsibilities of the
Compensation Committee (the "Committee") shall have the authority
to (a) determine the provisions of the options to be granted
under the Plan, (b) interpret the Plan and all options granted
under the Plan, (c) adopt, amend or rescind such rules as it
deems necessary for the proper administration of the Plan, (d)
make all other determinations necessary or advisable for the
administration of the Plan, and (e) correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any
option granted under the Plan in the manner and to the extent
that the Committee deems desirable to carry the Plan or any
option into effect. The Board of Directors shall have the power
to add or remove members of the Committee from time to time, to
fill vacancies thereon arising by resignation, death, removal, or
otherwise, and shall designate a chairman from among the members
of the Committee, which chairman shall preside at all meetings of
the Committee. Meetings shall be held at such times and places as
shall be determined by the Committee. A majority of the members
of the Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present at
any meeting shall decide any question brought before that
meeting. The actions of the Committee in exercising all of the
rights, powers and authorities set out in the Plan, when
performed in good faith and in its sole judgment, shall be final
and conclusive. When appropriate, the Plan shall be administered
in order to qualify certain of the options granted hereunder as
"incentive stock options" described in section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
The Committee shall consist of at least two members of the
Board of Directors. Other than options granted to Non-Employee
Directors pursuant to Article IV, no options may be granted under
the Plan to any member of the Committee during his term of
membership on the Committee. No person shall be eligible to
serve on the Committee unless such person is then a
"disinterested person" within the meaning of Rule 16b-3 ("Rule
16b-3") promulgated under the Securities Exchange Act of 1934, as
amended (the "Act"), or any similar or successor rule. The
members of the Committee shall be solely "outside directors,"
within the meaning of section 162(m) of the Code and applicable
interpretive authority thereunder.
4. Amendment and Discontinuance of the Plan. The Board
of Directors may amend, suspend or terminate the Plan; provided,
however, that each such amendment of the Plan (a) extending the
period within which options may be granted under the Plan, (b)
increasing the aggregate number of shares of Common Stock to be
optioned under the Plan except as provided in Article II,
Paragraph 3(e), Article III, Paragraph 3(e), Article IV,
Paragraph 4(e) and the next succeeding sentence, (c) materially
modifying the requirements as to eligibility of employees
receiving options under, or changing the eligibility of employees
or class of employees to whom options may be granted under,
Article II or III, (d) materially increasing the benefits to
optionees under the Plan, (e) modifying the provisions of Article
IV, or (f) granting options to Non-Employee Directors other than
pursuant to Article IV, shall, in each case, be subject to
approval by the stockholders of the Company; provided, further,
however, that no amendment, suspension or termination of the Plan
may cause the Plan to fail to meet the requirements of Rule 16b-3
(including, without limitation, the requirements of Rule 16b-
3(c)(2)(i)(A) and Rule 16b-3(c)(2)(ii)) or may, without the
consent of the holder of an option granted under Article II, III,
or IV, terminate such option or adversely affect such person's
rights in any material respect (except as set forth in the Plan).
The Board of Directors may increase the aggregate number of
shares of Common Stock that may be issued under the Plan provided
that the number of shares to be issuable in connection with such
increase to persons subject to Section 16(a) of the Act shall
not, in the aggregate, exceed 75,000 shares. Furthermore, the
Board of Directors may alter, amend, suspend, discontinue or
terminate the Plan and any option granted hereunder, without the
approval of the stockholders of the Company or any holder of any
option thereby affected, if necessary in order to (a) enable the
Plan and any option granted hereunder intended to be so
qualified, to qualify for (i) the exemption provided by Rule 16b-
3, (ii) the benefits provided under section 422 of the Code, or
(iii) the exclusion for qualified performance-based compensation
under section 162(m) of the Code and the applicable interpretive
authority thereunder, and (b) comply with changes in the Code,
the Employee Retirement Income Security Act or any other
applicable law (including, with respect to any of the foregoing,
changes in any rule, regulation or other interpretive authority).
5. Granting of Options to Employees. The Committee
shall have authority to grant, prior to the expiration date of
the Plan, to Employee Optionees options to purchase, on the terms
and conditions hereinafter set forth in Article II and III,
authorized but unissued, or reacquired, shares of Common Stock,
provided such grants shall be made only to those Employee
Optionees, in such amounts and at such times as determined in the
discretion of the Committee, and, for this purpose, the Committee
may consider the Employee Optionee's office or position, degree
of responsibility for, and contribution to, the growth and
success of the Company, length of service, promotions, potential
and any other factors which it may deem relevant.
Options granted to Employee Optionees under Article III
shall be "incentive stock options" within the meaning of section
422(b) of the Code, and are hereinafter referred to as "incentive
stock options." All other options granted to Employee Optionees
under the Plan shall be granted pursuant to Article II, and are
hereinafter referred to as "nonqualified options."
Notwithstanding the foregoing, grants of options to any one
Employee Optionee under the Plan shall be limited to options to
purchase no more than 100,000 shares of Common Stock per calendar
year.
6. Granting of Options to Non-Employee Directors. All
options granted to Non-Employee Directors shall be options to
purchase, on the terms and conditions hereinafter set forth in
Article IV, authorized but unissued, or reacquired, shares of
Common Stock and shall be nonqualified options.
7. Option Agreements. Each option granted under the
Plan shall be evidenced by a written agreement between the
Company and the applicable optionee and shall contain such terms
and conditions, and may be exercisable for such periods, as may
be approved by the Committee, which terms and conditions need not
be identical but which must be in compliance with the terms and
provisions hereof.
8. Effective Date. The Plan shall become effective as
of the date the Plan is approved by the stockholders of the
Company (the "Effective Date"). Except with respect to options
then outstanding, if not sooner terminated under the provisions
of Paragraph 4 of this Article, the Plan shall terminate upon,
and no further options shall be granted after, the expiration of
ten years from the Effective Date.
9. Miscellaneous. All references in the Plan to
"Articles," "Paragraphs," and other subdivisions refer to the
corresponding Article, Paragraph, and subdivisions of the Plan.
10. Rule 16b-3 Compliance. The Company intends:
(a) that the Plan meet the requirements of Rule 16b-3;
(b) that participation by Non-Employee Directors under
Article IV will not prohibit them from being "disinterested
persons" within the meaning of Rule 16b-3 with respect to
administration of the Plan or with respect to administration of
any other plan of the Company;
(c) that transactions of the type specified in the
first paragraph of Rule 16b-3 by Non-Employee Directors pursuant
to Article IV will be exempt from the operation of Section 16(b)
of the Act; and
(d) that transactions of the type specified in the
first paragraph of Rule 16b-3 by officers of the Company (whether
or not they are directors) pursuant to the Plan will be exempt
from the operation of Section 16(b) of the Act. In all cases,
the terms, provisions, conditions and limitations of the Plan
shall be construed and interpreted consistent with the Company's
intent as stated in Paragraph 10 of this Article.
11. Recapitalization or Reorganization. If (i) the
Company shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a
subsidiary of an entity other than a previously wholly-owned
subsidiary of the Company), (ii) the Company sells, leases or
exchanges all or substantially all of its assets to any other
person or entity (other than a wholly-owned subsidiary of the
Company), (iii) the Company is to be dissolved and liquidated,
(iv) any person or entity, including a "group" as contemplated by
Section 13(d)(3) of the Act, acquires or gains ownership or
control (including, without limitation, power to vote) of more
than 50% of the outstanding shares of the Company's voting stock
(based upon voting power), or (v) as a result of or in connection
with a contested election of directors, the persons who were
directors of the Company before such election shall cease to
constitute a majority of the Board of Directors (each such event
is referred to herein as a "Corporate Change"), then all
outstanding options, including those not then currently
exercisable, shall become exercisable in full; provided, however,
in no event shall any incentive stock option, without the consent
of the holder thereof, first become exercisable pursuant hereto
if the result would be to cause such option, when granted, not to
be treated as an incentive stock option (whether or not by reason
of the possible future violation of the annual limitation set
forth in Article III, Paragraph 3 or otherwise).
12. Foreign Options and Rights. The Committee may
grant options to Employee Optionees and Non-Employee Directors
who are subject to the tax laws of nations other than the United
States, which options may have terms and conditions as determined
by the Committee as necessary to comply with applicable foreign
laws. The Committee may take any action which it deems advisable
to obtain approval of any such option by the appropriate foreign
governmental entity; provided, however, that no such option may
be granted pursuant to this Paragraph 12 and no action may be
taken which would result in a violation of the Act, the Code or
any other applicable law.
ARTICLE II
NONQUALIFIED OPTIONS
1. Eligible Employees. All Employee Optionees shall
be eligible to receive nonqualified options under this Article
II.
2. Calculation of Exercise Price. The exercise price
to be paid for each share of Common Stock deliverable upon
exercise of each nonqualified option granted under Article II
shall be equal to the fair market value per share of Common Stock
at the time of grant as determined by the Committee, based on the
composite transactions in the Common Stock as reported by The
Wall Street Journal (or any successor publication thereto), and
shall be equal to the per share price of the last sale of Common
Stock on the trading day immediately preceding the date of grant
of such option. The exercise price for each nonqualified option
shall be subject to adjustment as provided in Paragraph 3(e) of
this Article.
3. Terms and Conditions of Options. Nonqualified
options granted under this Article II shall be in such form as
the Committee may from time to time approve, shall be subject to
the following terms and conditions and may contain such
additional terms and conditions, not inconsistent with this
Article II, as the Committee shall deem desirable:
(a) Option Period and Conditions and Limitations on
Exercise. Subject to Paragraph 4 of this Article, no nonqualified
option shall be exercisable by an Employee Optionee later than
the date which is the date determined by the Committee upon the
grant thereof (the "Nonqualified Option Expiration Date") which
shall be no later than ten years after the date of grant. To the
extent not prohibited by other provisions of the Plan, each
nonqualified option granted to an Employee Optionee shall be
exercisable at such time or times as the Committee in its
discretion may, at or prior to the time such option is granted,
determine (unless otherwise extended by the Committee pursuant to
Paragraph 3(b)(2)(iii) of this Article). In the event the
Committee makes no such determination, each nonqualified option
granted to an Employee Optionee shall be exercisable from time to
time, in whole or in part, at any time prior to the Nonqualified
Option Expiration Date.
(b) Termination of Employment; Death. For purposes of
this Article II and each nonqualified option granted under this
Article II, an Employee Optionee's employment shall be deemed to
have terminated at the close of business on the day preceding the
first date on which such Employee Optionee is no longer for any
reason whatsoever (including the death of such Employee Optionee)
employed by the Company or a subsidiary of the Company. An
Employee Optionee shall be considered to be in the employment of
the Company or a subsidiary of the Company as long as such
Employee Optionee remains an employee of the Company or a
subsidiary of the Company, whether active or on any authorized
leave of absence. Any question as to whether and when there has
been a termination of such employment, and the cause of such
termination, shall be determined by the Committee and its
determination shall be final and conclusive. If an Employee
Optionee's employment is terminated for any reason whatsoever
(including the death of such Employee Optionee), each
nonqualified option thereunto granted under this Article II and
all rights thereunder shall wholly and completely terminate as
follows:
(1) With respect to nonqualified options not then
exercisable, at the time the Employee Optionee's employment
is terminated; and
(2) With respect to nonqualified options then
exercisable:
(i) At the time the Employee Optionee's
employment is terminated if the Employee Optionee's
employment is terminated because he is discharged for fraud,
theft or embezzlement committed against the Company or a
subsidiary, affiliated entity or customer of the Company, or
for conflict of interest (other than legitimate
competition); or
(ii) At the expiration of a period of one year
after the Employee Optionee's death (but in no event later
than the Nonqualified Option Expiration Date) if the
Employee Optionee's employment is terminated by reason of
his death. Any such nonqualified option may be exercised by
the Employee Optionee's estate or by the person or persons
who acquire the right to exercise such nonqualified option
by bequest or inheritance; or
(iii) Unless it is otherwise provided in the
option agreement or otherwise extended in the discretion of
the Committee in the event of the Employee Optionee's
retirement or disability, at the expiration of a period of
three years after the Employee Optionee's employment is
terminated because of retirement under the Employee
Retirement Plan of Stone & Webster, Incorporated and
Participating Subsidiaries or any successor plan thereto
(the "Retirement Plan") or disability (but in no event later
than the Nonqualified Option Expiration Date); or
(iv) At the expiration of a period of three months
after the Employee Optionee's employment is terminated (but
in no event later than the Nonqualified Option Expiration
Date) if the Employee Optionee's employment is terminated
for any reason other than his death, retirement, disability
or the reasons specified in Paragraph 3(b)(2)(i) of this
Article.
(c) Manner of Exercise. In order to exercise all or a
portion of a nonqualified option granted under this Article II
and certain options granted under Article III as described in
Paragraph 3(b) thereof, the person or persons entitled to
exercise it shall deliver to the Company payment in full of the
shares then being purchased, together with any required
withholding tax. The payment of such exercise price and any
required withholding tax shall either be in cash or through
delivery to the Company of shares of Common Stock, or by any
combination of cash or shares; provided that if any such shares
of Common Stock so delivered were obtained through the previous
exercise of any option granted under the Plan, such shares must
have been held for at least six months prior to such delivery.
The value of each share of Common Stock so delivered shall be
deemed to be equal to the per share price of the last sale of
Common Stock on the trading day immediately preceding the date
the nonqualified option is exercised, based on the composite
transactions in the Common Stock as reported in The Wall Street
Journal (or any successor publication thereto). If the Committee
so requires, such person or persons shall also deliver a written
representation that all shares being purchased are being acquired
for investment and not with a view to, or for resale in
connection with, any distribution of such shares. An option
agreement may, in the discretion of the Committee, provide for
other methods to pay for, or otherwise exercise, a nonqualified
option. An option agreement also may, in the discretion of the
Committee, provide for the withholding of Federal, state or local
income tax upon exercise of a nonqualified option from any cash
or stock remuneration (from the Plan or otherwise) then or
thereafter payable by the Company to the Employee Optionee.
(d) Option not Transferable. No nonqualified option
granted under this Article II shall be transferable otherwise
than by will or by the laws of descent and distribution and,
during the lifetime of the Employee Optionee to whom any such
nonqualified option is granted, such nonqualified option shall be
exercisable only by the Employee Optionee. Any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of, or
to subject to execution, attachment or similar process, any
nonqualified option granted under this Article II, or any right
thereunder, contrary to the provisions hereof, shall be void and
ineffective, shall give no right to the purported transferee, and
shall, at the sole discretion of the Committee, result in
forfeiture of the nonqualified option with respect to the shares
involved in such attempt.
(e) Adjustment of Shares. In the event that at any
time after the Effective Date the outstanding shares of Common
Stock are changed into or exchanged for a different number or
kind of shares of the Company or other securities of the Company
by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, or combination of
shares, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares subject to this
Article II (including shares as to which all outstanding
nonqualified options granted under this Article II, or portions
thereof then unexercised, shall be exercisable), to the end that
after such event the shares subject to this Article II and each
Employee Optionee's proportionate interest shall be maintained as
if such Employee Optionee had exercised the option before the
occurrence of such event. Such adjustment in an outstanding
nonqualified option granted under this Article II shall be made
without change in the total price applicable to such nonqualified
option or the unexercised portion of such nonqualified option
(except for any change in the aggregate price resulting from
rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in exercise price per share.
Any such adjustment made by the Committee shall be final,
conclusive and binding upon all Employee Optionees, the Company,
and all other interested persons.
(f) Listing and Registration of Shares. Each
nonqualified option granted under this Article II shall be
subject to the requirement that if at any time the Committee
determines, in its discretion, that the listing, registration, or
qualification of the shares subject to such nonqualified option
upon any securities exchange or under any state or Federal law,
or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection
with, the issue or purchase of shares thereunder, such
nonqualified option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained and the same shall
have been free of any conditions not acceptable to the Committee.
4. Amendments. The Committee may, with the consent of
the person or persons entitled to exercise any outstanding
nonqualified option granted under this Article II, amend such
nonqualified option; provided, however, that any such amendment
shall be subject to stockholder approval when required in Article
I, Paragraph 4. The Committee may at any time or from time to
time, in its discretion, in the case of any nonqualified option
previously granted under this Article II which is not then
immediately exercisable in full, accelerate the time or times at
which such option may be exercised to any earlier time or times.
5. Other Provisions.
(a) The person or persons entitled to exercise, or who
have exercised, a nonqualified option granted under this Article
II shall not be entitled to any rights as a stockholder of the
Company with respect to any shares subject to such nonqualified
option until he shall have become the beneficial owner of such
shares.
(b) No nonqualified option granted under this Article
II shall be construed as limiting any right which the Company or
any subsidiary of the Company may have to terminate at any time,
with or without cause, the employment of any person to whom such
nonqualified option has been granted.
(c) Notwithstanding any provision of the Plan or the
terms of any nonqualified option granted under this Article II,
the Company shall not be required to issue any shares hereunder
or thereunder if such issuance would, in the judgment of the
Committee, constitute a violation of any state or Federal law or
of the rules or regulations of any governmental regulatory body.
ARTICLE III
INCENTIVE STOCK OPTIONS
1. Eligible Employees. All Employee Optionees shall
be eligible to receive incentive stock options under this Article
III.
2. Calculation of Exercise Price. The exercise price
to be paid for each share of Common Stock deliverable upon
exercise of each incentive stock option granted hereunder shall
be equal to the fair market value per share of Common Stock at
the time of grant as determined by the Committee, based on the
composite transactions in the Common Stock as reported by The
Wall Street Journal (or any successor publication thereto), and
shall be equal to the per share price of the last sale of Common
Stock on the trading day immediately preceding the date of grant
of such incentive stock option; provided, however, that in the
case of an Employee Optionee who, at the time such incentive
stock option is granted, owns more than 10% of the total combined
voting power of all classes of stock of the Company or any
subsidiary corporation, within the meaning of section 422(b)(6)
of the Code (a "10% Employee Optionee"), the exercise price per
share shall be at least 110% of the fair market value per share
of Common Stock at the time of grant. The exercise price for
each incentive stock option shall be subject to adjustment as
provided in Paragraph 3(e) of this Article.
3. Terms and Conditions of Options. Incentive stock
options shall be in such form as the Committee may from time to
time approve, shall be subject to the following terms and
conditions and may contain such additional terms and conditions,
not inconsistent with this Article III, as the Committee shall
deem desirable:
(a) Option Period and Conditions and Limitations on
Exercise. Subject to Paragraph 4 of this Article, no incentive
stock option shall be exercisable with respect to any of the
shares subject to such incentive stock option later than the date
which is the date determined by the Committee upon the grant
thereof (the "ISO Expiration Date"), which shall be no later than
ten years after the date of grant; provided, however, that in the
case of any 10% Employee Optionee, the ISO Expiration Date of any
incentive stock option granted thereto shall not be later than
five years after the date of such grant. To the extent not
prohibited by other provisions of the Plan, each incentive stock
option shall be exercisable at such time or times as the
Committee in its discretion may determine at or prior to the time
such incentive stock option is granted (unless otherwise extended
by the Committee pursuant to Paragraph 3(b)(2)(iii) of this
Article). In the event the Committee makes no such determination,
each incentive stock option shall be exercisable from time to
time, in whole or in part, subject to the monetary limitations
set forth in Paragraph 3(g)of this Article, at any time prior to
the ISO Expiration Date.
(b) Termination of Employment; Death. For purposes of
this Article III and each incentive stock option granted
hereunder, an Employee Optionee's employment shall be deemed to
have terminated at the close of business on the day preceding the
first date on which such Employee Optionee is no longer for any
reason whatsoever (including the death of such Employee Optionee)
employed by the Company or a subsidiary of the Company. An
Employee Optionee shall be considered to be in the employment of
the Company or a subsidiary of the Company as long as such
Employee Optionee remains an employee of the Company or a
subsidiary of the Company, whether active or on any authorized
leave of absence. Any question as to whether and when there has
been a termination of such employment, and the cause of such
termination, shall be determined by the Committee and its
determination shall be final and conclusive. If an Employee
Optionee's employment is terminated for any reason whatsoever
(including the death of such Employee Optionee), each incentive
stock option thereunto granted hereunder and all rights
thereunder shall wholly and completely terminate as follows:
(l) With respect to incentive stock options not then
exercisable, at the time the Employee Optionee's employment
is terminated; and
(2) With respect to incentive stock options then
exercisable:
(i) At the time the Employee Optionee's
employment is terminated if his employment is terminated
because he is discharged for fraud, theft or embezzlement
committed against the Company or a subsidiary, affiliated
entity or customer of the Company, or for conflict of
interest (other than legitimate competition); or
(ii) At the expiration of a period of one year
after the Employee Optionee's death (but in no event later
than the ISO Expiration Date) if the Employee Optionee's
employment is terminated by reason of his death. An
incentive stock option granted under this Article III may be
exercised by the Employee Optionee's estate or by the person
or persons who acquire the right to exercise such incentive
stock option by bequest or inheritance; or
(iii) Unless it is otherwise provided in the
option agreement or otherwise extended in the discretion of
the Committee after the date which is three months after the
Employee Optionee's retirement or disability, at the
expiration of a period of three years after the Employee
Optionee's employment is terminated because of retirement
under the Retirement Plan or disability (but in no event
later than the ISO Expiration Date); or
(iv) At the expiration of a period of three months
after the Employee Optionee's employment is terminated (but
in no event later than the ISO Expiration Date) if the
Employee Optionee's employment is terminated for any reason
other than his death, retirement, disability or the reasons
specified in Paragraph 3(b)(2)(i) of this Article.
In the event and to the extent that an incentive stock
option granted under this Article III is not exercised (i) within
three months after the Employee Optionee's employment is
terminated because of retirement or disability not within the
meaning of section 22(e)(3) of the Code, or (ii) within one year
after the Employee Optionee's employment is terminated because of
disability within the meaning of section 22(e)(3) of the Code,
such option shall be taxed as a nonqualified option and shall be
subject to the manner of exercise provisions described in Article
II, Paragraph 3(c).
(c) Manner of Exercise. In order to exercise all or a
portion of an incentive stock option granted under this Article
III, the person or persons entitled to exercise it shall deliver
to the Company payment in full for the shares then being
purchased. The payment of such exercise price shall either be in
cash or through delivery to the Company of shares of Common
Stock, or by any combination of cash or shares; provided that if
any such shares of Common Stock so delivered were obtained
through the previous exercise of any option granted under the
Plan, such shares must have been held for at least six months
prior to such delivery. The value of each share of Common Stock
delivered shall be deemed to be equal to the per share price of
the last sale of Common Stock on the trading day immediately
preceding the date the incentive stock option is exercised, based
on the composite transactions in the Common Stock as reported in
The Wall Street Journal (or any successor publication thereto).
If the Committee so requires, such person or persons shall also
deliver a written representation that all shares being purchased
are being acquired for investment and not with a view to, or for
resale in connection with, any distribution of such shares. An
option agreement may, in the discretion of the Committee, provide
for other methods to pay for, or otherwise exercise, an incentive
stock option. An option agreement also may, in the discretion of
the Committee, provide for the withholding of Federal, state or
local income tax upon exercise of any incentive stock option
from any cash or stock remuneration (from the Plan or otherwise)
then or thereafter payable by the Company to the Employee
Optionee.
(d) Options not Transferable. No incentive stock option
shall be transferable otherwise than by will or by the laws of
descent and distribution and, during the lifetime of the Employee
Optionee to whom any incentive stock option is granted, such
incentive stock option shall be exercisable only by such Employee
Optionee. Any attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of, or to subject to execution, attachment
or similar process, any incentive stock option, or any right
thereunder, contrary to the provisions hereof, shall be void and
ineffective, shall give no right to the purported transferee, and
shall, at the sole discretion of the Committee, result in
forfeiture of the incentive stock option with respect to the
shares involved in such attempt.
(e) Adjustment of Shares. In the event that at any
time after the Effective Date the outstanding shares of Common
Stock are changed into or exchanged for a different number or
kind of shares of the Company or other securities of the Company
by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, or combination of
shares, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares subject to this
Article III (including shares as to which all outstanding
incentive stock options, or portions thereof then unexercised,
shall be exercisable), to the end that after such event the
shares subject to this Article III and each Employee Optionee's
proportionate interest shall be maintained as if such Employee
Optionee had exercised the option before the occurrence of such
event. Such adjustment in an outstanding incentive stock option
shall be made without change in the total price applicable to
such incentive stock option or the unexercised portion of such
incentive stock option (except for any change in the aggregate
price resulting from rounding-off of share quantities or prices)
and with any necessary corresponding adjustment in exercise price
per share. Any such adjustment made by the Committee shall be
final, conclusive and binding upon all Employee Optionees, the
Company, and all other interested persons. Any adjustment of an
incentive stock option under this Paragraph (e) shall be made in
such manner as not to constitute a "modification" within the
meaning of section 424(h)(3) of the Code.
(f) Listing and Registration of Shares. Each incentive
stock option shall be subject to the requirement that if at any
time the Committee determines, in its discretion, that the
listing, registration, or qualification of the shares subject to
such incentive stock option upon any securities exchange or under
any state or Federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of
shares thereunder, such incentive stock option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained and the same shall have been free of any conditions not
acceptable to the Committee.
(g) Limitation on Amount. Notwithstanding any other
provision of the Plan, the aggregate fair market value
(determined as of the time an incentive stock option is granted,
based upon the calculation of the exercise price as provided in
Paragraph 2 of this Article) of the Common Stock with respect to
which incentive stock options are exercisable for the first time
by an Employee Optionee, under all incentive stock option plans
of the Company and its subsidiaries, during any calendar year
cannot exceed $100,000 or such other maximum amount permitted
under section 422(d) of the Code. If the date on which one or
more of such incentive stock options could first be exercised
would be accelerated pursuant to any provision of the Plan or any
option agreement, and the acceleration of such exercise date
would result in a violation of the monetary restriction set forth
in the preceding sentence, then, notwithstanding any such
provision, but subject to the provisions of the next succeeding
sentence, the exercise dates of such incentive stock options
shall be accelerated only to the date or dates, if any, that do
not result in a violation of such restriction and, in such event
the exercise date of the incentive stock options with the lowest
option prices shall be accelerated to the earliest such dates.
The Committee may, in its discretion, authorize the acceleration
of the exercise date of one or more incentive stock options even
if such acceleration would violate the monetary restriction set
forth in the first sentence of this Paragraph (g) and even if
such incentive stock options were thereby converted in whole or
in part to nonqualified options.
4. Amendment. The Committee may, with the consent of
the person or persons entitled to exercise any outstanding
incentive stock option, amend such incentive stock option;
provided, however, that any such amendment shall be subject to
stockholder approval when required in Article I, Paragraph 4.
Subject to Paragraph 3(g) of this Article, the Committee may at
any time or from time to time, in its discretion, in the case of
any incentive stock option previously granted hereunder which is
not then immediately exercisable in full, accelerate the time or
times at which such incentive stock option may be exercised to
any earlier time or times.
5. Other Provisions
(a) The person or persons entitled to exercise, or who
have exercised, an incentive stock option shall not be entitled
to any rights as a stockholder of the Company with respect to any
shares subject to such incentive stock option until he shall have
become the beneficial owner of such shares.
(b) No incentive stock option shall be construed as
limiting any right which the Company or any subsidiary of the
Company may have to terminate at any time, with or without cause,
the employment of any person to whom such incentive stock option
has been granted.
(c) Notwithstanding any provision of the Plan or the
terms of any incentive stock option, the Company shall not be
required to issue any shares hereunder if such issuance would, in
the judgment of the Committee, constitute a violation of any
state or Federal law or of the rules or regulations of any
governmental regulatory body.
(d) The Committee may require any person who exercises
an incentive stock option to give prompt notice to the Company of
any disposition of shares of Common Stock acquired upon exercise
of an incentive stock option within one year after the transfer
of shares to such person.
ARTICLE IV
NON-EMPLOYEE DIRECTOR OPTIONS
1. Eligible Persons. Non-Employee Directors shall
be eligible to receive options under, and solely under, this
Article IV and any such options shall be nonqualified options.
2. Initial and Annual Granting of Nonqualified Options
to Non-Employee Directors. Subject to the limitation of the
number of shares of Common Stock set forth in Article I,
Paragraph 2, (a) a nonqualified option to purchase 2,000 shares
of Common Stock will be granted to each Non-Employee Director who
is a Non-Employee Director as of the close of business on the
Effective Date (which date shall be the date of grant for
purposes hereof), (b) a nonqualified option to purchase 2,000
shares of Common Stock will be granted to each Non-Employee
Director who is initially elected or appointed to the Board of
Directors after the Effective Date and prior to the expiration of
the Plan, effective on the date of his initial election or
appointment (which date shall be the date of grant for purposes
hereof), and (c) a nonqualified option to purchase 1,000 shares
of Common Stock will be granted annually, effective as of the
anniversary date of the Effective Date in each year after the
Effective Date until the expiration of the Plan, to each person
who is a Non-Employee Director on each such anniversary date
(which date shall be the date of grant for purposes hereof).
3. Calculation of Exercise Price. The exercise price
to be paid for each share of Common Stock deliverable upon
exercise of each nonqualified option granted under this Article
IV shall be equal to the fair market value per share of Common
Stock at the time of grant as determined by the Committee, based
on the composite transactions in the Common Stock as reported by
The Wall Street Journal (or any successor publication thereto),
and shall be equal to the per share price of the last sale of
Common Stock on the trading day immediately preceding the date of
grant of such nonqualified option. The exercise price for each
option granted under this Article IV shall be subject to
adjustment as provided in Paragraph 4(e) of this Article.
4. Terms and Conditions of Nonqualified Options.
Subject to the provisions of Paragraph 4 of this Article,
nonqualified options granted under this Article IV shall be in
such form as the Committee may from time to time approve.
Nonqualified options granted under this Article IV shall be
subject to the following terms and conditions:
(a) Option Period and Conditions and Limitations on
Exercise. Each nonqualified option granted under this Article IV
shall be exercisable from time to time, in whole or in part, at
any time after six months from the date of grant and prior to the
date determined by the Committee upon the grant thereof (the
"Option Expiration Date"), which shall be no later than ten years
after the date of grant.
(b) Termination of Directorship; Death. For purposes of
this Article IV and each nonqualified option granted under this
Article IV, a Non-Employee Director's directorship shall be
deemed to have terminated at the close of business on the day
preceding the first date on which he ceases to be a member of the
Board of Directors for any reason whatsoever (including the death
of such Non-Employee Director). If a Non-Employee Director's
directorship is terminated for any reason (including the death of
such Non-Employee Director), each nonqualified option thereunto
granted under this Article IV and all rights thereunder shall
wholly and completely terminate as follows:
(1) With respect to each nonqualified option granted
within the six month period preceding such termination, at
the time the Non-Employee Director's directorship is
terminated; and
(2) With respect to each nonqualified option granted
prior to the six month period preceding such termination:
(i) At the time the Non-Employee Director's
directorship is terminated if his directorship is terminated
as a result of his removal from the Board of Directors for
cause (other than disability); or
(ii) At the expiration of a period of one year
after the Non-Employee Director's death (but in no event
later than the Option Expiration Date) if the Non-Employee
Director's directorship is terminated by reason of his
death. A nonqualified option granted under this Article IV
may be exercised by the Non-Employee Director's estate or by
the person or persons who acquire the right to exercise such
nonqualified option by bequest or inheritance; or
(iii) At the expiration of a period of three years
after the Non-Employee Director's directorship is terminated
as a result of such person's resignation or removal from the
Board of Directors because of disability (but in no event
later than the Option Expiration Date); or
(iv) At the expiration of a period of three
months after the Non-Employee Director directorship is
terminated (but in no event later than the Option Expiration
Date) if the Non-Employee Director's directorship is
terminated for any reason other than the reasons specified
in Paragraphs 4(b)(2)(i) through 4(b)(2)(iii) of this
Article.
(c) Manner of Exercise. In order to exercise all or a
portion of a nonqualified option granted under this Article IV,
the person or persons entitled to exercise it shall deliver to
the Company payment in full for the shares then being purchased,
together with any required withholding tax. The payment of such
exercise price and any required withholding tax shall either be
in cash or through delivery to the Company of shares of Common
Stock, or by any combination of cash or shares; provided that if
any such shares of Common Stock so delivered were obtained
through the previous exercise of any option granted under the
Plan, such shares must have been held for at least six months
prior to such delivery. The value of each share of Common Stock
delivered shall be deemed to be equal to the per share price of
the last sale of Common Stock on the trading date immediately
preceding the date the nonqualified option is exercised, based on
the composite transactions in the Common Stock as reported in The
Wall Street Journal (or any successor publication thereto). If
the Committee so requires, such person or persons shall also
deliver a written representation that all shares being purchased
are being acquired for investment and not with a view to, or for
resale in connection with, any distribution of such shares. An
option agreement may, in the discretion of the Committee, provide
for other methods to pay for, or otherwise exercise, a
nonqualified option. An option agreement also may, in the
discretion of the Committee, provide for the withholding of
Federal, state or local income tax upon exercise of a
nonqualified option from any cash or stock remuneration (from the
Plan or otherwise) then or thereafter payable by the Company to
the Non-Employee Director.
(d) Nonqualified Options Not Transferable. No
nonqualified option granted under this Article IV shall be
transferable otherwise than by will or by the laws of descent and
distribution and, during the lifetime of the Non-Employee
Director to whom any such nonqualified option is granted, such
nonqualified option shall be exercisable only by such Non-
Employee Director. Any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of, or to subject to execution,
attachment or similar process, any nonqualified option granted
under this Article IV, or any right thereunder, contrary to the
provisions hereof, shall be void and ineffective, shall give no
right to the purported transferee, and shall, at the sole
discretion of the Committee, result in forfeiture of the
nonqualified option with respect to the shares involved in such
attempt.
(e) Adjustment of Shares. In the event that at any
time after the effective date of the Plan the outstanding shares
of Common Stock are changed into or exchanged for a different
number or kind of shares of the Company or other securities of
the Company by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, or combination of
shares, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares subject to this
Article IV (including shares as to which all outstanding
nonqualified options granted under this Article IV, or portions
thereof then unexercised, shall be exercisable), to the end that
after such event the shares subject to this Article IV of the
Plan and each Non-Employee Director's proportionate interest
shall be maintained as if such Non-Employee Director had
exercised the option before the occurrence of such event. Such
adjustment in an outstanding nonqualified option granted under
this Article IV shall be made without change in the total price
applicable to the nonqualified option or the unexercised portion
of the nonqualified option (except for any change in the
aggregate price resulting from rounding-off of share quantities
or prices) and with any necessary corresponding adjustment in
exercise price per share. Any such adjustment made by the
Committee shall be final, conclusive and binding upon all Non-
Employee Directors, the Company, and all other interested
persons.
(f) Listing and Registration of Shares. Each
nonqualified option granted under this Article IV shall be
subject to the requirement that if at any time the Committee
determines, in its discretion, that the listing, registration, or
qualification of the shares subject to such nonqualified option
upon any securities exchange or under any state or Federal law,
or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection
with, the issue or purchase of shares thereunder, such
nonqualified option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained and the same shall
have been free of any conditions not acceptable to the Committee.
5. Amendment. The Committee may, with the consent of
the person or persons entitled to exercise any outstanding
nonqualified option granted under this Article IV, amend such
nonqualified option; provided, however, that any such amendment
shall be subject to stockholder approval when required in Article
I, Paragraph 4.
6. Other Provisions.
(a) The person or persons entitled to exercise, or who
have exercised, a nonqualified option granted under this Article
IV shall not be entitled to any rights as a stockholder of the
Company with respect to any shares subject to such nonqualified
option until he shall have become the beneficial owner of such
shares.
(b) No nonqualified option granted under this Article
IV shall be construed as limiting any right which either the
stockholders of the Company or the Board of Directors may have to
remove at any time, with or without cause, any Non-Employee
Director to whom such nonqualified option has been granted from
the Board of Directors.
(c) Notwithstanding any provision of the Plan or the
terms of any nonqualified option granted under this Article IV,
the Company shall not be required to issue any shares hereunder
if such issuance would, in the judgment of the Committee,
constitute a violation of any state or Federal law or of the
rules or regulations of any governmental regulatory body.
(d) Notwithstanding any provision of the Plan, the
Committee may not exercise any discretion with respect to this
Article IV which would be inconsistent with the intent that (i)
the Plan meet the requirements of Rule 16b-3 and (ii) any Non-
Employee Director who is eligible to receive a grant or to whom a
grant is made pursuant this Article IV will not for such reason
cease to be a "disinterested person" within the meaning of such
Rule 16b-3 with respect to the Plan and other stock related plans
of the Company or any of its affiliates. Specifically, in the
event of a Corporate Change, as defined in Article I, Paragraph
11, the Committee may, with respect to nonqualified options under
this Article IV, only exercise the alternative in clause (2) of
Article I, Paragraph 11, or such other alternatives specified in
Article I, Paragraph 11 as would not, in the opinion of legal
counsel of the Company, violate the limitations contained in the
immediately preceding sentence. If any Plan provision is found
not to be in compliance with Rule 16b-3 or if any Plan provision
would disqualify any Non-Employee Director from remaining a
"disinterested person", that provision shall be deemed amended so
that the Plan does so comply and the Plan participants remain
disinterested, to the extent permitted by law and deemed
advisable by the Committee, and in all events the Plan shall be
construed in favor of its meeting the requirements of Rule 16b-3.
EXHIBIT 5
MUDGE ROSE GUTHRIE ALEXANDER & FERDON
180 MAIDEN LANE
NEW YORK, NEW YORK 10038-4996
June 22, 1995
Stone & Webster, Incorporated
250 West 34th Street
New York, New York 10119
Re: Stone & Webster, Incorporated
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Stone & Webster, Incorporated, a
Delaware corporation (the "Corporation"), in connection with the
preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act") with respect to the
Corporation's 1995 Stock Option Plan (the "Plan"). The Registration
Statement covers 750,000 shares of the Common Stock, $1.00 par value, of
the Corporation (the "Shares") to be delivered upon the exercise of
stock options which may be granted under the Plan.
Based upon examination of such corporate records, documents and
questions of law as we have considered necessary or appropriate for the
purposes of this opinion, we are pleased to advise you that in our
opinion:
1. The Corporation has been duly organized and is an existing
corporation in good standing under the laws of the State of
Delaware.
2. When the Registration Statement shall become effective and the
Shares are delivered in accordance with the terms of the Plan, the
Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. By giving the foregoing consent, we do
not admit that we are within the category of persons whose consent is
required by Section 7 of the Act.
Very truly yours,
/s/ Mudge Rose Guthrie Alexander & Ferdon
EXHIBIT 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement of Stone & Webster, Incorporated on Form S-8 of
our report dated February 14, 1995, on our audits of the consolidated
financial statements and financial statement schedule of Stone &
Webster, Incorporated and Subsidiaries as of December 31, 1994 and 1993,
and for each of the three years in the period ended December 31, 1994,
which report is included in the Company's 1994 Annual Report on Form 10-
K.
We further consent to the reference to our firm in this
Registration Statement under the caption "Interests of Named Experts and
Counsel."
/s/ COOPERS & LYBRAND
New York, New York
June 22, 1995
