<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on March 12, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
___________________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_________________________
SUNDSTRAND CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-1840610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Sundstrand Corporation
4949 Harrison Avenue
P.O. Box 7003
Rockford, Illinois 61125-7003
(Address of principal executive offices and zip code)
SUNDSTRAND CORPORATION MANAGEMENT STOCK PERFORMANCE PLAN
(Full title of the plan)
Richard M. Schilling
Sundstrand Corporation
4949 Harrison Avenue
P.O. Box 7003
Rockford, Illinois 61125-7003
(Name and address of agent for service)
(815) 226-6000
(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF PROPOSED SALE: From time to time after the effective
date of this Registration Statement.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 shares (1) $43.75 (1) $131,250,000 (1) $45,258.62
$ .50 par value
- ---------------------------------------------------------------------------------------
Common Stock (2) (2) (2) (2)
Purchase
Rights
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457 of the Securities Act of 1933 solely
for the purpose of calculating the amount of the registration fee,
assuming that the price of the Common Stock is $43.75 per share,
the average of the high and low sales prices on the New York Stock
Exchange on March 7, 1997.
(2) There are hereby registered Common Stock Purchase Rights ("Rights"),
which Rights are related to shares of Common Stock in the ratio of
one Right to one share, are not evidenced by separate certificates
and may not be transferred except upon transfer of the related
shares. The value attributable to the Rights is reflected in the
market value of the related shares of Common Stock and, therefore,
the inclusion of the Rights does not increase the proposed maximum
aggregate offering price under this Registration Statement.
Consequently, there is no additional registration fee payable for
the registration of such Rights.
<PAGE>
<PAGE> 2
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 Rule 428 under the Securities Act of 1933 ("1933
Act") and the note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, which is dated March 5, 1997,
File No. 1-5358.
(b) The description of the Registrant's Common Stock, $.50 par
value per share ("Common Stock"), which is contained in a
registration statement filed under Section 12 of the
Securities Exchange Act of 1934 ("1934 Act"), including any
amendments or reports filed for the purpose of updating such
description.
(c) The description of the Rights contained in the Registrant's
Registration Statement on Form 8-A dated April 18, 1986, as
amended by Amendment No. 1 on Form 8 dated December 18, 1987,
Amendment No. 2 on Form 8-A/A dated November 27, 1995, and
Amendment No. 3 on Form 8-A12B/A dated May 10, 1996, and
including any amendment or report filed for the purpose of
further updating such description.
II-1<PAGE>
<PAGE> 3
(d) All other reports filed pursuant to Section 13 or 15(d) of
the 1934 Act since the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act on or after
the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and to be part hereof from the
date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that such
statement is modified or superseded by any other subsequently
filed document which is incorporated or is deemed to be
incorporated by reference herein. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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 General Corporation Law of Delaware
provides that a corporation created thereunder may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding
by reason of the fact that he is or was a director or officer of
such corporation or is or was serving at the request of such
corporation as a director or officer of another corporation or
other enterprise against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, subject to certain limitations referred to therein.
Article VI of the Registrant's By-Laws provides for
indemnification of directors and officers as follows:
II-2<PAGE>
<PAGE> 4
The Corporation shall, to the fullest extent to which it
is empowered to do so by the General Corporation Law of
Delaware, or any other applicable laws, as from time to time
in effect, indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the
fact that he is or was a director or officer of the
Corporation or a division thereof, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceeding.
The provisions of this Article shall be deemed to be a
contract between the Corporation and each director or officer
who serves in any such capacity at any time while this
Article and the relevant provisions of the General
Corporation Law of Delaware or other applicable law, if any,
are in effect, and any repeal or modification of any such law
or of this Article shall not affect any rights or obligations
then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding
theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.
The Corporation shall, to the fullest extent to which it
is empowered to do so by the General Corporation Law of
Delaware, and with respect to the Employee Retirement Income
Security Act of 1974, or any other applicable laws, as from
time to time in effect, indemnify any officer, director or
employee of the Corporation or an affiliated corporation, who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was serving at the request
of the Corporation as an individual Trustee, Committee
member, administrator or fiduciary of a pension or other
benefit plan for employees of the Corporation, or of an
affiliated corporation or other enterprise.
Persons who are not covered by the foregoing provisions
of this Article and who are or were employees or agents of
the Corporation or a division thereof, or are or were serving
at the request of the Corporation as employees or agents of
another corporation, partnership, joint venture, trust or
other enterprise, may be indemnified to the extent authorized
at any time or from time to time by the Board of Directors of
the Corporation.
II-3<PAGE>
<PAGE> 5
The indemnification provided or permitted by this
Article shall not be deemed exclusive of any other rights to
which those indemnified may be entitled by law or otherwise,
and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.
The Corporation shall, to the fullest extent to which it
is empowered to do so by the General Corporation Law of
Delaware, or any other applicable laws, as from time to time
in effect, pay expenses, including attorneys' fees, incurred
in defending any action, suit or proceeding, in advance of
the final disposition of such action, suit or proceeding, to
any person who is or was a party or is threatened to be made
a party to any such threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is
or was a director or officer of the Corporation, upon receipt
of an undertaking by or on behalf of such person to repay
such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation
as authorized by applicable laws.
Article Sixteenth of the Registrant's Restated Certificate of
Incorporation provides that "No director of this Corporation shall
be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation
Law as the same exists or may thereafter be amended. This
provision shall not eliminate or limit the liability of a director
for any act or omission occurring prior to the effective date of
this Article."
Item 7. Exemption from Registration Claimed.
Not applicable.
II-4<PAGE>
<PAGE> 6
Item 8. Exhibits
The exhibits filed herewith are set forth in the Exhibit
Index filed as part of this Registration Statement on pages II-9 -
II-11 hereof.
Item 9. Undertakings.
A. Undertaking Pursuant to Rule 415:
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales of
Common Stock are being made under the Management Stock Performance
Plan, a post-effective amendment to this Registration Statement:
(i) (Not applicable);
(ii) (Not applicable);
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment will be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will 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. Undertaking Regarding Documents Subsequently Filed Under
the 1934 Act:
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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
II-5<PAGE>
<PAGE> 7
the offering of such securities at that time will be deemed to
be the initial bona fide offering thereof.
C. Undertaking Regarding Indemnification:
Insofar as indemnification for liabilities arising under
the 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
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 1933 Act and will be
governed by the final adjudication of such issue.
II-6<PAGE>
<PAGE> 8
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 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 Rockford, State of Illinois, on
March 6, 1997.
SUNDSTRAND CORPORATION
By: /s/ Paul Donovan
--------------------------------
Paul Donovan
Executive Vice President and
Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on March 6, 1997.
Robert H. Jenkins* President and Chief Executive Officer
- -------------------------
Robert H. Jenkins
/s/ Paul Donovan Executive Vice President and
- ------------------------- Chief Financial Officer and Treasurer
Paul Donovan
DeWayne J. Fellows* Vice President and Controller
- -------------------------
DeWayne J. Fellows
Don R. O'Hare* Chairman of the Board
- -------------------------
Don R. O'Hare
Richard A. Abdoo* Director
- -------------------------
Richard A. Abdoo
II-7<PAGE>
<PAGE> 9
J. P. Bolduc* Director
- -------------------------
J. P. Bolduc
Gerald Grinstein* Director
- -------------------------
Gerald Grinstein
Charles Marshall* Director
- -------------------------
Charles Marshall
Donald E. Nordlund* Director
- -------------------------
Donald E. Nordlund
Berger G. Wallin* Director
- -------------------------
Berger G. Wallin
*By:/s/ Paul Donovan March 6, 1997
- -------------------------
Paul Donovan, Attorney-in-Fact
Paul Donovan, by signing his name hereto, does hereby sign
this document on behalf of each of the persons whose name appears
above with an asterisk, pursuant to powers of attorney executed by
such persons, which are included as Exhibit 24 to this
Registration Statement.
II-8<PAGE>
<PAGE> 10
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4(a) Registrant's Management Stock
Performance Plan.
4(b) Credit Agreement dated as of
January 28, 1993, among Registrant
and seven banking institutions
including Morgan Guaranty Trust
Company of New York, as Agent
(filed as Exhibit (4)(a) to
Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1992, File No. 1-5358,
and incorporated herein by
reference); Amendment No. 1 dated
October 15, 1993, and Amendment No.
2 dated October 31, 1994, to the
Credit Agreement (filed as Exhibit
(4)(b) to Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1994, File
No. 1-5358, and incorporated herein
by reference); and Amendment No. 3
dated November 30, 1995, to the
Credit Agreement (filed as Exhibit
(4)(c) to Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1995, File
No. 1-5358, and incorporated herein
by reference); and Amended and
Restated Credit Agreement dated
December 16, 1996, to the Credit
Agreement (filed as Exhibit (4)(a)
to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5358,
and incorporated herein by
reference).
II-9<PAGE>
<PAGE> 11
4(c) Second Amended and Restated Rights
Agreement between Registrant and
Harris Trust and Savings Bank, as
Rights Agent, dated November 21,
1995 (filed as Exhibit 1 to
Registrant's Form 8-A/A (Amendment
No. 2) dated November 27, 1995,
File No. 1-5358, and incorporated
herein by reference); and First
Amendment to Second Amended and
Restated Rights Agreement, dated
February 20, 1996 (filed as Exhibit
(4)(e) to Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1995, File
No. 1-5358, and incorporated herein
by reference).
4(d) Lease dated as of December 14,
1987, between Registrant and
Greyhound Real Estate Investment
Six, Inc. (filed as Exhibit (4)(f)
to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1987, File No. 1-5358,
and incorporated herein by
reference).
4(e) Note Agreement of Registrant dated
May 15, 1991 (filed as Exhibit
(19)(c) to Registrant's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1991, File No. 1-
5358, and incorporated herein by
reference); and Amendment effective
December 31, 1991, to the Note
Agreement (filed as Exhibit (19)(c)
to Registrant's Quarterly Report on
Form 10-Q for the quarter ended
September 30, 1992, File No. 1-
5358, and incorporated herein by
reference).
4(f) Note Agreement of Registrant dated
October 31, 1991 (filed as Exhibit
(4)(l) to Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1991, File
No. 1-5358, and incorporated herein
by reference); and Amendment dated
December 1, 1995, to the Note
Agreement (filed as Exhibit (4)(l)
to Registrant's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1995, File No. 1-5358,
and incorporated herein by
reference).
II-10<PAGE>
<PAGE> 12
4(g) Note Agreement of Registrant dated
December 2, 1991 (filed as Exhibit
(4)(m) to Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1991, File
No. 1-5358 and incorporated herein
by reference).
4(h) Amendment dated December 11, 1995,
to Registrant's Note Agreement
dated May 15, 1991, as amended
December 31, 1991, and to
Registrant's Note Agreement dated
December 2, 1991 (filed as Exhibit
(4)(n) to Registrant's Annual
Report on Form 10-K for the fiscal
year ended December 31, 1995, File
No. 1-5358 and incorporated herein
by reference).
23 Consent of Independent Auditors.
24 Power of Attorney.
II-11<PAGE>
<PAGE> 13
Exhibit 4(a)
SUNDSTRAND CORPORATION
MANAGEMENT STOCK PERFORMANCE PLAN
Effective November 19, 1996
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1 Establishment of the Plan. Sundstrand Corporation, a
Delaware corporation (the "Company), hereby establishes a stock
performance compensation plan to be known as the "Sundstrand
Corporation Management Stock Performance Plan" (the "Plan"), as
set forth in this document. The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, and
Restricted Stock.
The Plan shall be effective as of November 19, 1996 (the
"Effective Date"), and shall remain in effect as provided in
Section 1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote
the success and enhance the value of the Company by linking the
personal interests of Participants to those of Company
shareholders, and by providing Participants an incentive for
outstanding performance.
The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the
services of Participants upon whose judgment, interest, and
special effort the successful conduct of its operations are
largely dependent.
1.3 Duration of the Plan. Subject to the right of the Board of
Directors of the Company to terminate the Plan at any time
pursuant to Article 11 herein, the Plan shall remain in effect
until all Shares subject to the Plan shall have been purchased or
acquired according to the Plan's provisions. However, in no event
may an Award be granted under the Plan on or after November 19,
2006.
ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have
the meaning set forth below:
(a) "Award" means, individually or collectively,
a grant under this Plan of Nonqualified Stock Options,
Incentive Stock Options or Restricted Stock.
(b) "Board" means the Board of Directors of the
Company.
(c) "Change in Control" means any of the following events:
(i) The acquisition (other than from the Company) by
any person (as such term is defined in Sections
13(d) or 14(d) of the Exchange Act) of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of thirty-three
percent (33%) or more of the combined voting power
of the Company's then outstanding voting securities;
or
(ii) The individuals who, as of the date hereof, are
members of the Board (the "Incumbent Board"),
cease for any reason to constitute a majority of
the Board, unless the election, or nomination
for election by the Company's stockholders, of any
new Director was approved by a vote of a majority of
the Incumbent Board, and such new Director shall, for
purposes of this Agreement, be considered as a member
of the Incumbent Board; or
(iii) Approval by stockholders of the Company of (A) a
merger or consolidation involving the Company if the
stockholders of the Company, immediately before such
merger or consolidation, do not as a result of such
merger or consolidation, own, directly or indirectly,
more than sixty-seven percent (67%) of the combined
voting power of the then outstanding voting securities
of the corporation resulting from such merger or
consolidation in substantially the same proportion as
their ownership of the combined voting power of the
voting securities of the Company outstanding
immediately before such merger or consolidation or
(B) a complete liquidation or dissolution of the
Company or an agreement for the sale or other
disposition of all or substantially all of the assets
of the Company.
Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur pursuant to subsection
(i), solely because thirty-three percent (33%) or more
of the combined voting power of the Company's then
outstanding securities is acquired by (A) a trustee
or other fiduciary holding securities under one or
more employee benefit plans maintained by the Company
or any of its Subsidiaries or (B) any corporation
which, immediately prior to such acquisition, is
owned directly or indirectly by the stockholders of
the Company in the same proportion as their ownership
ownership of stock in the Company immediately prior
to such acquisition.
(d) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Committee" means the committee specified in Article 3.
(f) "Disability" means a permanent and total
disability, within the meaning of Code Section 22(e)(3),
as determined by the Committee in good faith, upon
receipt of sufficient competent medical advice from one
or more individuals, selected by the Committee, who are
qualified to give professional medical advice.
(g) "Early Retirement" shall mean an Employee's
eligibility to receive an early retirement benefit from
any retirement plan maintained by the Company or any
Subsidiary.
(h) "Employee" means any full-time managerial,
supervisory or professional employee of the Company or
of the Company's Subsidiaries. "Employee" does not
include any director or elected officer of the Company.
(i) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time.
(j) "Fair Market Value" means the average of the
highest and lowest quoted selling prices for Shares on
the relevant date, or (if there were no sales on such
date) the weighted average of the means between the
highest and lowest quoted selling prices for Shares on
the nearest day before and the nearest day after the
relevant date, as determined by the CEO.
(k) "Incentive Stock Option" or "ISO" means an option
to purchase Shares granted under Article 6 herein, which
is designated as an Incentive Stock option and is
intended to meet the requirements of Section 422 of the
Code.
(l) "Insider" shall mean an Employee who is, on the
relevant date, an elected officer of the Company.
(m) "Noninsider" means an Employee who is not, on the
relevant date, an Insider, as determined by the General
Counsel of the Company or his designee.
(n) "Nonqualified Stock Option" or "NQSO" means
an option to purchase Shares granted under Article 6
herein, which is not intended to be an Incentive Stock
Option.
(o) "Normal Retirement" shall mean an Employee's
eligibility to receive a normal retirement benefit from
any retirement plan maintained by the Company or any
Subsidiary.
(p) "Option" means an Incentive Stock Option or a
Nonqualified Stock Option.
(q) "Option Certificate" means a certificate setting
forth the terms and provisions applicable to Options
granted to Participants.
(r) "Option Price" means the price at which a Share may
be purchased by a Participant pursuant to an Option.
(s) "Participant" means an Employee of the Company who
has outstanding an Award granted under the Plan.
(t) "Period of Restriction" means the period during
which the transfer of Shares of Restricted Stock is
limited in some way, as provided in this Plan.
(u) "Restricted Stock" means an Award granted under Article
7 herein.
(v) "Restricted Stock Certificate" means a
certificate setting forth the terms and provisions
applicable to Restricted Stock granted to Participants.
(w) "Restricted Stock Price" means the price at which a
Share may be purchased by a Participant pursuant to a
Restricted Stock grant.
(x) "Shares" means shares of common stock of the Company.
(y) "Subsidiary" means any corporation in which the
Company owns directly, or indirectly through
subsidiaries, at least fifty percent (50%) of the total
combined voting power of all classes of stock, or any
other entity (including, but not limited to,
partnerships and joint ventures) in which the Company
owns at least fifty percent (50%) of the combined equity
thereof.
ARTICLE 3. ADMINISTRATION
3.1 Authority of the CEO. The CEO shall have full power, except
as limited by law or by the Certificate of Incorporation or Bylaws
of the Company, and subject to the provisions herein, to determine
the size and types of Awards; to determine the terms and
conditions of such Awards in a manner consistent with the Plan,
and subject to the provisions of Article 11 herein, to amend the
terms and conditions of any outstanding Award consistent with the
Plan.
3.2 The Committee. The Plan shall be administered by the
Employee Benefit Committee which is appointed by the Finance
Committee of the Board or by any other Committee appointed by the
Board.
3.3 Authority of the Committee. The Committee shall have full
power, except as limited by law or by the Certificate of
Incorporation or the By-Laws of the Company, and subject to
provisions herein, to construe and interpret the Plan and any
agreement or instrument entered into under the Plan; and to
establish, amend, or waive rules and regulations for the Plan's
administration. The Committee may make arrangements for the
cashless exercise of any Options issued hereunder. The Committee
may delegate its authority as permitted hereunder.
3.4 Decisions Binding. All determinations and decisions made by
the CEO or the Committee pursuant to the provisions of the Plan
shall be final, conclusive, and binding on all persons, including
the Company and its successors or assigns, and on its
stockholders, Employees, Participants, and their respective
estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in
Section 4.2 herein, the total number of Shares available for grant
under the Plan shall be 3 million Shares. These Shares may be
either authorized but unissued, reacquired or a combination
thereof.
4.2 Adjustments in Available Shares, Options and Restricted Share
Grants. In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the
capital structure of the Company affecting the Shares, such
adjustment shall be made in the number of Shares which may be
granted under the Plan, in the maximum number of Options and the
maximum number of Shares of Restricted Stock that the CEO is
authorized to grant in the aggregate or grant to any one Employee
in any calendar year, and in the number of and/or price of Shares
subject to outstanding Options and outstanding Restricted Stock
grants under the Plan, as may be determined to be appropriate and
equitable by the CEO, in his sole discretion, to prevent dilution
or enlargement of rights; provided that the number of Shares
subject to any Award shall always be a whole number.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 Eligibility. Persons eligible to participate in this Plan
are such Employees as are determined by the CEO.
5.2 Actual Participation. Subject to the provisions of the Plan,
the CEO may, from time to time, select from all eligible
Employees, those to whom Awards shall be granted.
ARTICLE 6. STOCK OPTIONS
6.1 Grant of Options. Subject to the terms and provisions of the
Plan, Options may be granted only to Employees, who are
Noninsiders, at any time and from time to time as shall be
determined by the CEO. The CEO shall have discretion in
determining the number and type of Options granted to each Partici
pant.
During any calendar year of the Company, the aggregate number
of Options available for grant by the CEO pursuant to this
Section 6.1 is limited to 600,000, with the number of Options
which may be granted by the CEO to any one Employee during any
calendar year limited to 10,000.
6.2 Option Certificate. Each Option grant shall be evidenced by
an Option Certificate that shall specify the Option Price, the
Option duration, the number of Shares to which the Option
pertains, whether the Option is intended to be an ISO or a NQSO,
and such other provisions as the CEO shall determine.
6.3 Option Price. The Option Price for each grant of an Option
shall be determined by the CEO; provided that the Option Price
shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted.
6.4 Duration of Options. Each Option shall expire at such time
as the CEO shall determine at the time of grant; provided,
however, that except as provided in Sections 6.8(a), (b), (c) and
(d), no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.
6.5 Exercise of Options. Subject to the provisions of Section
6.10, Options granted under the Plan shall be exercisable at such
times and be subject to such restrictions and conditions as the
CEO shall in each instance approve, which need not be the same for
each grant or for each Participant.
6.6 Payment. Subject to such other method(s) as may have been
established by the Committee, Options shall be exercised by the
delivery of a written notice of exercise to the Secretary of the
Company, setting forth the number of Shares with respect to which
the Option is to be exercised, accompanied by full payment for the
Shares.
The Option Price upon exercise of any Option shall be payable
to the Company in full either: (a) in cash or its equivalent, or
(b) by tendering previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the total
Option Price (provided that the Shares which are tendered must
have been held by the Participant for at least six (6) months
prior to their tender to satisfy the Option Price), or (c) by a
combination of (a) and (b).
As soon as practicable after receipt of a written notifi
cation of exercise and full payment, the Company shall deliver to
the Participant, in the name or names designated by the
Participant, Share certificates in an appropriate amount based
upon the number of Shares purchased under the Option(s).
6.7 Special Restrictions on Shares Acquired Pursuant to the
Exercise of an Option. The CEO may impose such restrictions on
Shares acquired pursuant to the exercise of an Option under the
Plan as he may deem advisable.
6.8 Termination of Employment.
(a) Termination by Normal Retirement or Early
Retirement at Age 60. In the event the employment of a
Participant is terminated by reason of Normal Retirement
or Early Retirement at or after attaining age 60, all
outstanding Options granted to that Participant shall
immediately become exercisable, and shall remain
exercisable at any time prior to their expiration date,
or for one (1) year after the date of such retirement,
whichever period is longer.
(b) Termination by Early Retirement Prior to Age 60.
In the event the employment of a Participant is
terminated by reason of Early Retirement prior to
attainment of age 60, the CEO, in his sole discretion,
shall have the right to cause all or any portion of such
outstanding Options granted to that Participant to
immediately become exercisable, in which event such
Options shall remain exercisable at any time prior to
their expiration date, or for one (1) year after the
date of such Early Retirement, whichever period is
longer.
(c) Termination by Death. In the event the employment
of a Participant is terminated by reason of death, all
outstanding Options granted to that Participant shall
immediately become exercisable, and shall remain
exercisable at any time prior to their expiration date,
or for one (1) year after the date of death, whichever
period is longer, by such person or persons as shall
have been named as the Participant's beneficiary, or by
such persons that have acquired the Participant's rights
under the Option by will or by the laws of descent and
distribution.
(d) Termination by Disability. In the event the
employment of a Participant is terminated by reason of
Disability, all outstanding Options granted to that
Participant shall immediately become exercisable as of
the date the CEO determines the definition of Disability
to have been satisfied, and shall remain exercisable at
any time prior to their expiration date, or for one (1)
year after the date that the CEO determines the
definition of Disability to have been satisfied,
whichever period is longer.
(e) Employment Termination Followed by Death. In the
event that a Participant's employment terminates by
reason of Normal Retirement, Early Retirement or
Disability and within the exercise period following such
termination the Participant dies, then the remaining
exercise period under outstanding Options shall be any
time prior to their expiration date, or for one (1) year
following death, whichever period is shorter. Such
Options shall be exercisable by such person or persons
who shall have been named as the Participant's beneficiary
or by such persons who have acquired the Participant's
rights under the Option by will or by the laws of descent
and distribution.
(f) Termination of Employment for Other Reasons. If
the employment of a Participant shall terminate for any
reason other than the reasons set forth in subsections
(a)-(d) of this Section 6.8, the CEO, in his sole
discretion, shall have the right to cause all or any
portion of such outstanding Options granted to that
Participant to immediately become exercisable, subject
to such terms as the CEO, in his sole discretion, deems
appropriate. Options which are or become exercisable as
of the effective date of employment termination shall
remain exercisable any time prior to their expiration
date, or for three (3) months after the date of
employment termination, whichever period is shorter.
6.9 Forfeiture of Options. Options held by a Participant which
are not exercisable as of the effective date of employment
termination and which do not become exercisable pursuant to the
provisions of Section 6.8 immediately shall be forfeited.
6.10 Alternate Exercisability Following Termination. With respect
to Options held by a Participant as of the date of any employment
termination, the provisions of Section 6.8 regarding the
exercisability of Options as of the date of employment termination
and the provisions regarding the length of the exercise period
following employment termination notwithstanding, the CEO may, in
his sole discretion, provide for accelerated exercisability of all
Options and an extended period of exercisability following termina
tion, upon such terms and provisions as he deems appropriate;
provided, however, that the period of extended exercisability
shall not extend beyond the period specified in Section 6.4
herein.
6.11 Transferability of Options. Except as otherwise provided in
this Section 6.11, options granted under the Plan may only be
sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated in accordance with the Participant's beneficiary
designation, by will, or by the laws of descent and distribution.
The CEO, in his sole discretion, may provide for the
transferability of Options granted under the Plan, by a
Participant to persons or entities on terms and conditions as may
be determined by the CEO, in his sole discretion. The CEO, with
respect to an Option granted under the Plan which is not
transferable, may, in his sole discretion, provide for the
transferability of such an Option by the Participant to persons or
entities on terms and conditions as may be determined by the CEO,
in his sole discretion. Any determination by the CEO to provide
for the transferability of an Option by any one Participant under
the Plan shall not be deemed to provide to any other Participant
under the Plan a right of transferability with respect to an
Option granted under the Plan to such other Participant.
ARTICLE 7. RESTRICTED STOCK
7.1 Discretionary Grants of Restricted Stock. The CEO, at any
time and from time to time, may grant Shares of Restricted Stock
to eligible Employees in such amounts as the CEO shall determine.
During any calendar year of the Company, the aggregate number of
Shares of Restricted Stock which the CEO may grant is limited to
300,000 with the number of Shares of Restricted Stock which may be
granted to any one Employee during any calendar year limited to
4,000.
7.2 Restricted Stock Certificate. Each Restricted Stock grant
shall be evidenced by a Restricted Stock Certificate that shall
specify the Period or Periods of Restriction, the number of Shares
of Restricted Stock granted, and such other provisions as the CEO
shall determine.
7.3 Restricted Stock Price. The Restricted Stock Price for each
grant of Restricted Stock shall be determined by the CEO, provided
that the Restricted Stock Price may be less than the par value of
a Share on the date of the Restricted Stock grant.
7.4 Restrictions on Transferability and Vesting. Except as
otherwise provided in this Article 7, the Shares of Restricted
Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of
the applicable Period of Restriction established by the CEO in his
sole discretion and specified in the Restricted Stock Certificate,
or upon the earlier satisfaction of any other conditions as
specified by the CEO in his sole discretion and set forth in the
Restricted Stock Certificate. All rights with respect to the
Restricted Stock granted to a Participant under the Plan shall be
available during his lifetime only to such Participant.
7.5 Other Restrictions. The CEO shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to
the Plan as he may deem advisable.
7.6 Escrow or Legend. In order to enforce the restrictions
imposed upon Shares of Restricted Stock issued hereunder, the
Committee may require any Participant to enter into an escrow
agreement providing that the certificates representing Shares of
Restricted Stock issued pursuant to this Article 7 shall remain in
the physical custody of an escrow holder until any or all of the
restrictions imposed pursuant to this Article 7 have terminated
and the Committee may cause a legend or legends to be placed on
any certificates representing shares issued pursuant to this
Article 7, which legend or legends shall make appropriate
reference to the restrictions imposed hereunder.
7.7 Voting Rights. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares.
7.8 Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock
granted hereunder shall be entitled to receive all dividends and
other distributions paid with respect to those Shares. If any
such dividends or distributions are paid in Shares, the Shares
shall be subject to the same restrictions on transferability and
forfeitability as the Shares of Restricted Stock with respect to
which they were paid.
7.9 Termination of Employment.
(a) Termination by Reason of Normal Retirement, Death
or Disability. In the event the employment of a
Participant who has purchased Shares of Restricted Stock
hereunder terminates because of Normal Retirement, death
or Disability, then the Company shall not have the right
to repurchase any of such Shares of Restricted Stock
purchased hereunder by such Participant and all
restrictions applicable to such Shares shall immediately
terminate.
(b) Termination by Reason Other than Normal Retirement,
Death or Disability. In the event the employment of a
Participant who has purchased Shares of Restricted Stock
hereunder terminates for any reason other than Normal
Retirement, death or Disability, the Company shall have
the option for ninety (90) days following such
termination of employment to buy at his cost for cash
all or any part of the terminating Participant's
nonvested Shares of Restricted Stock.
(c) Alternate Treatment of Restricted Stock. With
respect to Shares of Restricted Stock granted pursuant
to Section 7.1, regardless of the provisions regarding
the treatment of Shares of Restricted Stock specified in
subsections (a) and (b) of this Section 7.9, the CEO
shall in his sole discretion have the authority to
modify the treatment of those Shares of Restricted Stock
held by Participants as of the date of employment termi
nation on which the restrictions have not terminated,
upon such terms as the CEO deems appropriate.
ARTICLE 8. BENEFICIARY DESIGNATION
8.1 Beneficiary Designation. Each Participant under the Plan
may, from time to time, name any beneficiary or beneficiaries (who
may be named contingently or successively) to whom any benefit
under the Plan shall accrue in case of his death. Each such
designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and
will be effective only when filed by the Participant in writing
with the Secretary of the Company during the Participant's
lifetime. In the absence of any such designation, benefits
remaining at the Participant's death shall accrue to the
Participant's estate.
ARTICLE 9. RIGHTS OF EMPLOYEES
9.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any
Participant's employment at any time, or confer upon any
Participant any right to continue in the employ of the Company.
For purposes of the Plan, transfer of employment of a
Participant between the Company and any one of its Subsidiaries
(or between Subsidiaries) shall not be deemed a termination of
employment.
9.2 Participation. No Employee shall have the right to be
selected to receive an Award under this Plan, or, having once been
selected, have a right to again be selected to receive a future
Award.
ARTICLE 10. CHANGE IN CONTROL
10.1 Occurrence of a Change in Control. Upon the occurrence of a
Change in Control, unless otherwise specifically prohibited by the
terms of applicable law or regulation:
(a) Any and all Options granted hereunder shall become
immediately exercisable;
(b) Any Periods of Restriction and other restrictions
imposed on Shares of Restricted Stock shall immediately
terminate; and
(c) Subject to Article 11 herein, the CEO shall have
the authority to make any modifications to the Awards as
determined by the CEO to be appropriate before the
effective date of the Change in Control.
ARTICLE 11. AMENDMENT, MODIFICATION, AND TERMINATION
11.1 Amendment, Modification, and Termination. The Board at any
time and from time to time may terminate, amend or modify the
Plan.
ARTICLE 12. WITHHOLDING
12.1 Tax Withholding. The Company shall have the power and the
right as set forth in this Article 12 to deduct or withhold, or
require a Participant to remit to the Company, an amount
sufficient to satisfy any and all Federal, state, and local taxes
(including the Participant's FICA obligation) required by law to
be withheld with respect to any taxable event arising out of or as
a result of this Plan.
12.2 Share Withholding. With respect to tax withholding required
upon the exercise of Options, upon the termination of restrictions
on Restricted Stock, or upon any other taxable event hereunder, a
Participant may elect, subject to the approval of the CEO, to
satisfy the withholding requirement, in whole or in part, by
having the Company withhold a number of Shares, the Fair Market
Value of which, in itself or when added to a cash payment made by
the Participant to the Company, equals the minimum statutory total
tax.
ARTICLE 13. SUCCESSORS
13.1 Successors. All obligations of the Company under the
Plan, with respect to Awards granted hereunder, shall be binding
on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger,
consolidation or otherwise, of all or substantially all of the
business and/or assets of the Company.
ARTICLE 14. LEGAL CONSTRUCTION
14.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular
shall include the plural.
14.2 Requirements of Law. The granting of Awards and the issuance
of Shares under the Plan shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
14.3 Foreign Employees. To the extent permissible under
applicable law, the CEO may grant Awards to eligible Employees who
are employed in locations outside of the United States. The CEO
shall have the authority to modify the terms of Awards granted to
such Employees in order to ensure compliance with applicable local
and national law.
14.4 Governing Law. To the extent not preempted by Federal law
(or foreign law, in the case of grants to Employees who are not
United States residents), the Plan, and any agreement hereunder,
shall be construed in accordance with and governed by the laws of
the State of Delaware.
14.5 Severability. In the event any provision of the Plan or any
action taken thereunto shall be held illegal or invalid for any
reason, the 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, and the illegal or invalid action shall be deemed null
and void.
<PAGE>
<PAGE> 14
Exhibit (23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus, pertaining to the
Sundstrand Corporation Management Stock Performance Plan of our
report dated January 28, 1997, with respect to the consolidated
financial statements of Sundstrand Corporation and subsidiaries,
included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
March 6, 1997<PAGE>
<PAGE> 15
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
SUNDSTRAND CORPORATION, a Delaware corporation, does hereby
nominate, constitute and appoint ROBERT H. JENKINS and PAUL
DONOVAN and either or both of them, as its true and lawful
attorneys-in-fact, in its name and on its behalf to file with the
Securities and Exchange Commission a Registration Statement on
Form S-8 and any amendments, supplements and post-effective
amendments thereto, in connection with the registration under the
Securities Act of 1933, as amended, of up to 3,000,000 shares of
the Corporation's Common Stock, par value $.50 per share, which
are available for grant under the Sundstrand Corporation
Management Stock Performance Plan.
That each of the undersigned directors and officers of
said Corporation does hereby nominate, constitute and appoint
ROBERT H. JENKINS and PAUL DONOVAN and either or both of them, as
his true and lawful attorneys-in-fact, in his name and in the
capacity indicated below, to execute the aforesaid Form S-8.
And the undersigned do hereby authorize and direct the
said attorneys-in-fact, and any one or all of them, to execute
and deliver such other documents to the Securities and Exchange
Commission and to take all such other action as they or any one
of them may consider necessary or advisable to the end that said
Form S-8 shall comply with the Securities Act of 1933, as
amended, and the applicable rules, rulings and regulations of the
Securities and Exchange Commission.
IN WITNESS WHEREOF, each of the undersigned has
subscribed these presents this 18th day of February, 1997.
SUNDSTRAND CORPORATION
By: /s/ Robert H. Jenkins
------------------------
Robert H. Jenkins
President and Chief
Executive Officer
(CORPORATE SEAL)
ATTEST:
/s/ Richard M. Schilling
- --------------------------
Richard M. Schilling
Secretary<PAGE>
<PAGE> 16
SIGNATURE TITLE
- --------- -----
/s/ Robert H. Jenkins President and Chief Executive
- ----------------------- Officer and Director
Robert H. Jenkins
/s/ Paul Donovan Executive Vice President and
- ----------------------- Chief Financial Officer and Treasurer
Paul Donovan
/s/ DeWayne J. Fellows Vice President and Controller
- -----------------------
DeWayne J. Fellows
/s/ Don R. O'Hare Chairman of the Board
- -----------------------
Don R. O'Hare
/s/ Richard A. Abdoo Director
- -----------------------
Richard A. Abdoo
/s/ J. P. Bolduc Director
- -----------------------
J. P. Bolduc
/s/ Gerald Grinstein Director
- -----------------------
Gerald Grinstein
/s/ Charles Marshall Director
- -----------------------
Charles Marshall
Director
- -----------------------
Klaus H. Murmann<PAGE>
<PAGE> 17
SIGNATURE TITLE
- --------- -----
/s/ Donald E. Nordlund Director
- -----------------------
Donald E. Nordlund
Director
- -----------------------
John A. Puelicher
Director
- -----------------------
Ward Smith
/s/ Berger G. Wallin Director
- -----------------------
Berger G. Wallin
