<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1994
REGISTRATION STATEMENT NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------
BANKERS TRUST NEW YORK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-6180473
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
280 PARK AVENUE NEW YORK, NEW YORK 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1994 STOCK OPTION AND STOCK AWARD PLAN
(FULL TITLE OF PLAN)
GORDON S. CALDER, JR., ESQ.
JAMES J. BAECHLE, ESQ.
130 LIBERTY STREET
NEW YORK, NEW YORK 10006
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 250-2500
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1 par
value per share........ 15,000,000 $68.04 $1,020,600,000 $351,934
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee.
(2) Pursuant to Rule 457, the registration fee has been calculated on the basis
of the average of the high and low prices per share as reported in the New
York Stock Exchange Composite Transaction Tape during the five business
days preceding the date of filing of this registration statement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT
Pursuant to the instructions contained in Form S-8, the document(s)
containing the information described in Part I of Form S-8 are not required to
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act of 1933. Accordingly,
such information is omitted.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by the registrant with the Commission
(File No. 1-5920) and are incorporated herein by reference:
(1) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1993;
(2) The registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994;
(3) The registrant's Current Reports on Form 8-K dated January 20, March
21, April 19 and July 22, 1994; and
(4) The description of the registrant's Common Stock, par value $1.00 per
share (the "Common Stock"), contained in the registrant's registration
statement on Form 8-C filed pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment to
the registration statement which indicates that all securities offered hereby
have been sold, or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. 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
The Common Stock of the registrant is registered under Section 12 of the
Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of the Corporation for the year ended
December 31, 1993, appearing in the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993, and incorporated by reference into this
Registration Statement, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
The validity of any newly issued shares of the Common Stock offered hereby
has been passed upon for the registrant by Gordon S. Calder, Jr., Managing
Director and Counsel of Bankers Trust Company. Mr. Calder has an interest in a
number of shares equal to less than .015% of the outstanding Common Stock of
the registrant.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the By-Laws of the registrant provides as follows:
SECTION 5.01 The corporation shall, to the fullest extent permitted by
Section 721 of the New York Business Corporation Law, indemnify any person who
is or was made, or threatened to be made, a party to an action or proceeding,
whether civil or criminal, whether involving any actual or alleged breach of
duty, legal or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of the corporation to procure a judgment
in its favor and an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation is serving or served in any capacity at the request of the
corporation by reason of the fact that he, his testator or interstate, is or
was a director or officer of the corporation, or is serving or served such
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, or any
appeal therein; provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his acts were committed in bad faith
or were the result of active and deliberate dishonesty and, in either case,
were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.
SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended than
these By-Laws authorize the creation of other rights in any such manner.
SECTION 5.03 The corporation shall, from time to time, reimburse or advance
to any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking
by or on behalf of such person to repay such amount(s) if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was legally entitled.
SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any
capacity shall be deemed to be doing so at the request of the corporation. In
all other cases, the provisions of this Article V will apply (i) only if the
person serving another corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise so served at specific request of the
corporation, evidenced by a written communication signed by the Chairman of the
Board, the President or any Vice Chairman, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the President or
any Vice Chairman shall deem adequate in the circumstances, such person shall
be unable to obtain indemnification from such other enterprise or its insurer.
SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
II-2
<PAGE>
SECTION 5.06 The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
corporation and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary.
With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgment in its favor unless he shall have breached his duties, or (ii) other
than an action by or in the right of the corporation in order to procure a
judgment in its favor if such director or officer acted in good faith and in a
manner he reasonably believed to be in or, in certain cases, not opposed to
such corporation's best interests, and additionally, in criminal actions, has
no reasonable cause to believe his conduct was unlawful.
In addition, a Directors and Officers Liability and Corporation Reimbursement
Policy is maintained covering the registrant and its directors and officers for
amounts, subject to policy limits, that the registrant might be required to pay
by way of indemnification to its directors or officers under its By-Laws or
otherwise and for the protection of individual directors and officers from loss
for which they might not be indemnified by the registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II-3
<PAGE>
(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;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THE 5TH DAY OF
AUGUST, 1994.
Bankers Trust New York Corporation
/s/ Duncan P. Hennes
By __________________________________
NAME: DUNCAN P. HENNES
TITLE: SENIOR 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
DATES INDICATED.
SIGNATURE TITLE DATE
*Charles S. Sanford, Jr. Chairman of the August 5, 1994
- ------------------------------------- Board Chief
(CHARLES S. SANFORD, JR.) Executive Officer
and Director
(Principal Executive
Officer)
*Timothy T. Yates Executive Vice August 5, 1994
- ------------------------------------- President and Chief
(TIMOTHY T. YATES) Financial Officer
(Principal Financial
Officer)
*Geoffrey M. Fletcher Senior Vice August 5, 1994
- ------------------------------------- President (Principal
(GEOFFREY M. FLETCHER) Accounting Officer)
*George B. Beitzel Director August 5, 1994
- -------------------------------------
(GEORGE B. BEITZEL)
Director August 5, 1994
- -------------------------------------
(PHILLIP A. GRIFFITHS)
*William R. Howell Director August 5, 1994
- -------------------------------------
(WILLIAM R. HOWELL)
*Jon M. Huntsman Director August 5, 1994
- -------------------------------------
(JON M. HUNTSMAN)
II-5
<PAGE>
SIGNATURE TITLE DATE
*Vernon E. Jordan, Jr. Director August 5, 1994
- -------------------------------------
(VERNON E. JORDAN, JR.)
*Hamish Maxwell Director August 5, 1994
- -------------------------------------
(HAMISH MAXWELL)
*Donald F. McCullough Director August 5, 1994
- -------------------------------------
(DONALD F. MCCULLOUGH)
*N. J. Nicholas Jr. Director August 5, 1994
- -------------------------------------
(N. J. NICHOLAS JR.)
*Russell E. Palmer Director August 5, 1994
- -------------------------------------
(RUSSELL E. PALMER)
*Didier Pineau-Valencienne Director August 5, 1994
- -------------------------------------
(DIDIER PINEAU-VALENCIENNE)
*Eugene B. Shanks, Jr. Director August 5, 1994
- -------------------------------------
(EUGENE B. SHANKS, JR.)
*Patricia C. Stewart Director August 5, 1994
- -------------------------------------
(PATRICIA C. STEWART)
*George J. Vojta Director August 5, 1994
- -------------------------------------
(GEORGE J. VOJTA)
/s/ Duncan P. Hennes
*By _________________________________
(DUNCAN P. HENNES, ATTORNEY-IN -
FACT)
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
------- ----------- --------
<C> <S> <C>
*4.1 Restated Certificate of Filed as an Exhibit to the
Incorporation of the Registrant Registrant's Current Report on
filed with the State of New York Form 8-K dated September 24,
on June 9, 1988. 1993, file number 1-5920.
*4.2 Certificate of Amendment of the Filed as an Exhibit to the
Restated Certificate of Registrant's Current Report on
Incorporation of the Registrant Form 8-K dated September 24,
filed with the State of New York 1993, file number 1-5920.
on August 30, 1989.
*4.3 Certificate of Amendment of the Filed as an Exhibit to the
Restated Certificate of Registrant's Current Report on
Incorporation of the Registrant Form 8-K dated September 24,
filed with the State of New York 1993, file number 1-5920.
on June 14, 1990.
*4.4 Certificate of Amendment of the Filed as an Exhibit to the
Restated Certificate of Registrant's Current Report on
Incorporation of the Registrant Form 8-K dated September 24,
filed with the State of New York 1993, file number 1-5920.
on March 20, 1992.
*4.5 Certificate of Amendment of the Filed as an Exhibit to the
Restated Certificate of Registrant's Current Report on
Incorporation of the Registrant Form 8-K dated September 24,
filed with the State of New York 1993, file number 1-5920.
on October 27, 1992.
*4.6 Certificate of Amendment of the Filed as an Exhibit to the
Restated Certificate of Registrant's Current Report on
Incorporation of the Registrant Form 8-K dated September 24,
filed with the State of New York 1993, file number 1-5920.
on January 21, 1993.
*4.7 Certificate of Amendment of the Filed as an Exhibit to the
Restated Certificate of Registrant's Current Report on
Incorporation of the Registrant Form 8-K dated September 24,
filed with the State of New York 1993, file number 1-5920.
on June 1, 1993.
*4.8 Certificate of Amendment of the Filed as an Exhibit to the
Restated Certificate of Registrant's Current Report on
Incorporation of the Registrant Form 8-K dated August 6, 1993,
filed with the State of New York file number 1-5920.
on August 18, 1993.
*4.9 Certificate of Amendment of the Filed as an Exhibit to the
Restated Certificate of Registrant's Current Report on
Incorporation of the Registrant Form 8-K dated March 21, 1994,
filed with the State of New York file number 1-5920.
on March 25, 1994.
4.10 1994 Stock Option and Stock Award
Plan.
5 Opinion re legality.
24.1 Consent of Ernst & Young LLP.
24.2 Consent of Gordon S. Calder, Jr. Included in Exhibit 5.
25 Powers of Attorney.
</TABLE>
- --------
* Incorporated by Reference
<PAGE>
EXHIBIT 4.10
BANKERS TRUST NEW YORK CORPORATION
1994 STOCK OPTION AND STOCK AWARD PLAN
SECTION 1. PURPOSE OF THE PLAN.
The purpose of the 1994 Stock Option and Stock Award Plan (the "Plan") is to
aid Bankers Trust New York Corporation (the "Corporation") and its subsidiaries
in securing and retaining officers and other key employees of outstanding
ability and to motivate such employees to exert their best efforts on behalf of
the Corporation and its subsidiaries. In addition, the Corporation expects that
it will benefit from the added interest which the respective Awardees (as
hereinafter defined) will have in the welfare of the Corporation as a result of
their ownership or increased ownership of the common stock of the Corporation.
SECTION 2. ADMINISTRATION.
(a) The Board of Directors of the Corporation (the "Board") shall designate a
committee of not less than three directors (the "Committee") who shall serve at
the pleasure of the Board. The Committee may also have other duties, as would
be the case if the Board should designate the Corporation's Human Resources
Committee (or a successor thereto) to act as the Committee under the Plan. No
member of the Committee shall be eligible to participate in the Plan while
serving on the Committee. The Committee shall have full power and authority,
subject to ratification by the Board by resolutions not inconsistent with the
provisions of the Plan, to grant to eligible employees pursuant to the
provisions of the Plan (i) stock options to purchase shares, (ii) restricted
stock, (iii) deferred stock, or (iv) any other Stock-based Awards (as
hereinafter defined) permitted hereunder (each of the foregoing being an
"Award" and collectively, the "Awards"). The Committee shall also interpret the
provisions of the Plan and any Award issued under the Plan (and any agreements
relating thereto) and supervise the administration of the Plan.
(b) The Committee shall: (i) subject to Board ratification in connection with
officers to be named in the Corporation's proxy material, select the officers
and other key employees of the Corporation and its subsidiaries to whom Awards
may from time to time be granted hereunder; (ii) determine whether incentive
stock options (under Section 422 of the Internal Revenue Code of 1986, as the
same may be amended from time to time (the "Code")), non-qualified stock
options, restricted stock, deferred stock, or other Stock-based Awards, or a
combination of the foregoing, are to be granted hereunder; (iii) determine the
number of shares to be covered by each Award granted hereunder; (iii) determine
the number of shares to be covered by each Award granted hereunder; (iv)
determine the terms and conditions, not inconsistent with the provisions of the
Plan, of any Award granted hereunder (including but not limited to any
restriction and forfeiture condition on such Award and/or the shares of Stock
(as hereinafter defined) relating thereto); (v) determine whether, to what
extent and under what circumstances Awards may be settled in cash; (vi)
determine whether, to what extent and under what circumstances Stock and other
amounts payable with respect to an Award under this Plan shall be deferred
ether automatically or at the election of the Awardee; (vii) determine whether,
to what extent and under what circumstances option grants and/or other Awards
under the Plan are to be made, and operate, on a tandem basis; and (viii) to
the extent appropriate certify attainment of performance goals as required by
Section 162(m) of the Code.
(c) All decisions made by the Committee pursuant to the provisions of the
Plan and related orders or resolutions of the Board (as and to the extent
permitted hereunder) shall be final, conclusive and binding on all persons,
including the Corporation, its stockholders, employees and individuals granted
Awards under the Plan ("Awardees").
SECTION 3. STOCK SUBJECT TO THE PLAN.
Except as otherwise provided by this Section 3 and subject to Section 12(e),
the total number of shares of common stock of the Corporation (the "Stock")
available for distribution under the Plan is 15,000,000. Such shares may
consist, in whole or in part, of authorized and unissued shares or treasury
shares, except
1
<PAGE>
that treasury shares must be used in the case of restricted stock. If any
shares that have been optioned cease to be subject to option because the option
has expired or been cancelled or has been deemed to have expired or cancelled,
or if any shares subject to any restricted stock, deferred stock or other
Stock-based Award granted hereunder are forfeited or such Award otherwise
terminates without the actual or deemed delivery of such shares, such shares
shall again be available for distribution under the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, extraordinary cash or property dividend, or other change in
corporate structure affecting the Stock, such adjustment shall be made in the
aggregate number of shares which may be delivered under the Plan, in the number
and/or option price of shares subject to outstanding options granted under the
Plan, and/or in the number of shares subject to restricted stock, deferred
stock, or other Stock-based Awards granted under the Plan as may be determined
to be appropriate by the Committee, in its sole discretion; provided that the
number of shares subject to any Award shall always be a whole number; and
provided further that, with respect to incentive stock options, no such
adjustment shall be authorized to the extent that such adjustment would cause
the Plan to violate Section 422(b)(1) of the Code or any successor provision
thereto. In addition, subject to the limitations provided in Section 7, Section
10, Section 12(e), the Committee is authorized to make adjustments in the terms
and conditions of, and performance criteria relating to, Awards in recognition
of unusual or nonrecurring events (including, without limitation, events
described in this paragraph) affecting the Corporation or the financial
statements of the Corporation, or in response to changes in applicable laws,
regulations or accounting principles.
SECTION 4. ELIGIBILITY.
Officers and other key employees of the Corporation and its subsidiaries (but
excluding members of the Committee and any person who serves only as a
director) who are responsible for the management, growth, profitability or
protection of the business of the Corporation and its subsidiaries are eligible
to be granted Awards under the Plan. The Awardees under the Plan shall be
selected from time to time by the Committee, in its sole discretion, from among
those eligible.
For the purposes of the Plan, a subsidiary of the Corporation shall be any
corporation which at the time qualifies as a subsidiary thereof under the
definition of "subsidiary corporation" in Section 424(f) of the Code.
SECTION 5. STOCK OPTIONS.
Any stock option granted under the Plan shall be in such form as the
Committee may from time to time approve. Any such option shall be subject to
the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall deem desirable.
(a) Option Type. Each option shall state whether it will or will not be
treated as an incentive stock option.
(b) Option Price. The purchase price per share of the Stock purchasable under
a stock option shall be determined by the Committee, but will be not less than
100% of the fair market value of the Stock on the date of the grant of the
option, as determined in accordance with procedures established by the
Committee.
(c) Option Period. The term of each stock option shall be fixed by the
Committee, but no incentive stock option shall be exercisable after the
expiration of 10 years from the date the option is granted and no non-qualified
stock option shall be exercisable after the expiration of 10 years and one day
from the date the option is granted.
(d) Exercisability. Stock options shall be exercisable at such time or times
as determined by the Committee at or subsequent to grant. Unless otherwise
determined by the Committee at or subsequent to
2
<PAGE>
grant, no stock option shall be exercisable during the twelve month period
ending on the day before the first anniversary date of the granting of the
option, except as provided in paragraphs (g), (h) or (i) of this Section 5;
provided, however, that notwithstanding the foregoing, from and after a Change
of Control (as hereinafter defined) all stock options shall become immediately
exercisable to the full extent of the original Award.
As used herein, "Change of Control" shall mean any of the following events:
(i) The acquisition, other than from the Corporation, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either the then outstanding shares of
common stock of the Corporation (the "Outstanding Corporation Common
Stock") or the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election of
directors (the "Corporation Voting Securities"); provided, however, that
any acquisition by the Corporation or any of its subsidiaries, or any
employee benefit plan (or related trust) of the Corporation or its
subsidiaries, or any corporation with respect to which, following such
acquisition, more than 80% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly
or indirectly, by the individuals and entities who were the beneficial
owners, respectively, or the Outstanding Corporation Common Stock and
Corporation Voting Securities immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior to
such acquisition, of the Outstanding Corporation Common Stock and
Corporation Voting Securities, as the case may be, shall not constitute a
Change of Control; or
(ii) Individuals who, as of January 1, 1994, constitute the Board (as of
the date hereof the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board provided that any individual becoming a
director subsequent to such date whose election, or nomination for election
by the Corporation's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the directors of the Corporation (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or
(iii) Approval by the stockholders of the Corporation of a
reorganization, merger or consolidation, in each case, with respect to
which the individuals and entities who were the respective beneficial
owners of the common stock and voting securities of the Corporation
immediately prior to such reorganization, merger, or consolidation do not,
following such reorganization, merger or consolidation, beneficially owned,
directly or indirectly, more than 80% of respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the Corporation resulting from such
reorganization, merger or consolidation, or a complete liquidation or
dissolution of the Corporation or of the sale or other disposition of all
or substantially all of the assets of the Corporation.
Anything herein to the contrary notwithstanding, with respect to any
Awardee in the Plan, a Change of Control shall not be deemed to have
occurred if such Change of Control results from or arises out of a purchase
or other acquisition of the Corporation, directly or indirectly, by a
corporation or other entity in which such Awardee has a direct or indirect
equity interest; provided, however, that the limitation contained in this
sentence shall not apply in respect of any Awards entitling the Awardee to
any direct or indirect equity interest in a corporation or other entity (a)
which equity interest is part of a class of equity interests which are
publicly traded on any securities exchange or other market system, or (b)
received by such Awardee without the Awardee's concurrence or consent, as a
result of or in connection with a purchase of other acquisition of the
Corporation by such corporation or other entity.
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(e) Method of Exercise. Stock options may be exercised, in whole or in part
by giving written notice of exercise to the Corporation specifying the number
of shares to be purchased. Such notice shall be accompanied by payment in full
of the purchase price, either by certified or bank check; provided, however,
that during the 60-day period from and after a Change of Control (x) an Awardee
(other than an Awardee who initiated a Change of Control in a capacity other
than as an officer or director of the Corporation) who is an officer or
director of the Corporation (within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder) with respect to an
option that was granted at least six months prior to the date of exercise
pursuant to this proviso and (y) any other Awardee who at the time of exercise
is not an officer or director shall, unless the Committee shall determine
otherwise at the time of grant, have the right, in lieu of the payment of the
full purchase price of the shares of Stock being purchased under the stock
option and by giving written notice to the Corporation to elect (within such
60-day period) to surrender all or part of the stock option to the Corporation
and to receive in cash an amount equal to the amount by which the fair market
value per share of the Stock on the date of exercise shall exceed the purchase
price per share under the stock option multiplied by the number of shares of
Stock granted under the stock option as to which the right granted by this
proviso shall have been exercised. Such written notice shall specify the
Awardee's election to purchase shares subject to the stock option or to receive
the cash payment referred to in the proviso to the immediately preceding
sentence. The Committee may, in its sole discretion, authorize payment in whole
or in part of the purchase price to be made in unrestricted stock already owned
by the Awardee, or, in the case of a non-qualified stock option, in restricted
stock or deferred stock subject to an Award hereunder (based upon the fair
market value of the Stock on the date the option is exercised, as determined by
the Committee). The Committee may authorize such payment at or after grant,
except that in the case of an incentive stock option, any right to make payment
in unrestricted stock already owned must be included in the option at the time
of grant. No shares of Stock shall be issued until full payment therefor has
been made. Subject to paragraph (k) of this Section 5, an Awardee shall have
the rights to dividends and other rights of a shareholder with respect to
shares subject to the option when the Awardee has given written notice of
exercise, has paid in full for such shares, and, if requested has given the
representation described in paragraph (a) of Section 12.
As used in this paragraph (e) of Section 5, the fair market value of the
Stock on the date of exercise shall mean:
(i) with respect to an election by an Awardee to receive cash in respect
of a stock option which is not an incentive stock option, the "Change of
Control Fair Market Value," as defined below; and
(ii) with respect to an election by an Awardee to receive cash in respect
of a stock option which is an incentive stock option, the fair market value
of the Stock on the date of exercise, determined in the same manner as the
fair market value of Stock on the date of grant of a stock option is
determined pursuant to paragraph (b) of Section 5 of the Plan unless
otherwise determined by the Committee.
"Change of Control Fair Market Value" shall mean the higher of (x) the
highest reported sale price, regular way, of a share of the Stock on the
Composite Tape for New York Stock Exchange Listed Stock during the 60-day
period prior to the date of the Change of Control and (y) if the Change of
Control is the result of a transaction or series of transactions described in
paragraphs (i) or (iii) of the definition of Change of Control set forth in
Section 5, the highest price per share of the Stock paid in such transaction or
series of transactions (in the case of Change of Control described in paragraph
(i) of such definition, as reflected in any Schedule 13D filed by the person
having made the acquisition).
(f) Nontransferability of Options: No stock option shall be transferable by
the Awardee otherwise than by will or by the laws of descent and distribution,
and such option shall be exerciseable, during the Awardee's lifetime, only by
the Awardee.
(g) Termination by Death. Except to the extent otherwise provided by the
Committee at or after the time of grant if an Awardee's employment by the
Corporation and/or any of its subsidiaries terminates by reason of death, the
stock option may thereafter be immediately exercised in full by the legal
representative
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of the estate or by the legatee of the Awardee under the will of the Awardee,
for a period of fifteen months from the date of such death or until the
expiration of the stated period of the option, whichever period is shorter.
(h) Termination by Reason of Retirement or Permanent Disability. Except to
the extent otherwise provided by the Committee at or after the time of grant,
if an Awardee's employment by the Corporation and/or any of its subsidiaries
terminates by reason of retirement or permanent disability, any stock option
held by such Awardee may thereafter be exercised in full, but may not be
exercised after three years from the date of such termination of employment or
the expiration of the stated period of the option, whichever period is the
shorter; provided, however, that, if the Awardee dies within such three-year
period, any unexercised stock option held by such Awardee shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for
a period of twelve months from the date of the Awardee's death or for the
stated period of the option, whichever period is the shorter. For these
purposes, the term "retirement" is a retirement as defined in the Corporation's
Pension Plan as in effect from time to time. In the event of termination of
service by reason of retirement or permanent disability, if an incentive stock
option is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, the option will thereafter be treated as a
non-qualified stock option.
(i) Other Termination. Unless otherwise determined by the Committee at or
after grant, if an Awardee's employment terminates for any reason other than
death, permanent disability, or retirement, the stock option shall thereupon
terminate; provided, however, that if such termination is by action of the
employer and other than discharge for reason of willful violation of the rules
of the Corporation or by voluntary resignation of the Awardee, in either case
within 18 months following a Change of Control, any stock options held by the
Awardee may be exercised by the Awardee until the earlier of six months and one
day after such termination or the expiration of such options in accordance with
their terms.
(j) Option Buyout. The Committee may at any time offer to repurchase an
option (other than an option which has been held for less than six months by an
Awardee who is subject to Section 16 of the Exchange Act), based on such terms
and conditions as the Committee shall establish and communicate to the Awardee
at the time such offer is made.
(k) Form of Settlement. In its sole discretion, the Committee may provide, at
the time of grant, that the shares to be issued upon an option's exercise shall
be in the form of restricted stock or deferred stock, or may reserve other than
with respect to incentive stock options the right to so provide after the time
of grant.
SECTION 6. RESTRICTED STOCK.
(a) Stock and Administration. Shares of restricted stock may be issued either
alone or in addition to stock options, deferred stock or other Stock-based
Awards granted under the Plan. The Committee shall determine the officers and
key employees of the Corporation and its subsidiaries to whom, and the time or
times at which, grants of restricted stock will be made, the number of shares
to be awarded, the time or times within which such Awards may be subject to
forfeiture, and all other conditions of the Awards. The provisions of
restricted stock Awards need not be the same with respect to each recipient.
(b) Awards and Certificates. The prospective recipient of an Award of shares
of restricted stock shall not, with respect to such Award, be deemed to have
become an Awardee, or to have any rights with respect to such Award, until and
unless such recipient shall have executed an agreement or other instrument
evidencing the Award and delivered a fully executed copy thereof to the
Corporation, and otherwise complied with the then applicable terms and
conditions, and then:
(i) Each Awardee shall be issued a stock certificate in respect of shares
of restricted stock awarded under the Plan. Such certificate shall be
registered in the name of the Awardee, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Award, substantially in the following form:
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"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Bankers Trust New York Corporation 1994 Stock Option
and Stock Award Plan and an Agreement entered into between the
registered owner and Bankers Trust New York Corporation. Copies of such
Plan and Agreement are on file in the offices of Bankers Trust New York
Corporation, 280 Park Avenue, New York, N.Y. 10017."
(ii) The Committee shall require that the stock certificates evidencing
such shares be held in custody by the Corporation until the restrictions
thereon shall have lapsed, and shall require, as a condition of any
restricted stock Award, that the Awardee shall have delivered a stock
power, endorsed in blank, relating to the stock covered by such Award.
(c) Restriction and Conditions. The shares of restricted stock awarded
pursuant to the Plan shall be subject to the following restrictions and
conditions:
(i) Subject to the provisions of this Plan during a period set by the
Committee commencing with the date of such Award (the "restriction
period"), the Awardee shall not be permitted to sell, transfer, pledge, or
assign shares of restricted stock awarded under the Plan. Within these
limits, the Committee may provide for the lapse of such restrictions in
installments where deemed appropriate.
(ii) Except as provided in paragraph (c) of this Section 6, the Awardee
shall have, with respect to the shares of restricted stock, all the rights
of a shareholder of the Corporation, including the right to vote the
restricted stock, and the right to receive any cash dividends. The
Committee, in its sole discretion, may permit or require the payment of
cash dividends to be deferred and, if the Committee so determines,
reinvested in additional restricted stock or otherwise reinvested.
Certificates for sharers of unrestricted stock shall be delivered to the
Awardee promptly after, and only after, the period of restriction shall
expire without forfeiture in respect of such shares of restricted stock.
(iii) Subject to the provisions of paragraph (c)(iv) of this Section 6,
upon termination of employment for any reason during the restriction
period, all shares still subject to restriction shall be forfeited by the
Awardee and reacquired by the Corporation.
(iv) In the event of an Awardee's retirement, permanent disability, or
death, or in cases of special circumstances, the Committee may, in its sole
discretion, when it finds that a waiver would be in the best interests of
the Corporation, waiver in whole or in part any or all remaining
restrictions with respect to such Awardee's shares of restricted stock.
(v) Notwithstanding anything in the foregoing to the contrary, upon a
Change of Control any and all restrictions on restricted stock shall lapse
regardless of the restriction period established by the Committee and all
such restricted stock shall become fully vested and nonforfeitable and
promptly distributed.
SECTION 7. DEFERRED STOCK AWARDS
(a) Stock and Administration. Awards of the right to receive Stock that is
not to be distributed to the Awardee until after a specified deferral period
(such Award and the deferred Stock delivered thereunder hereinafter as the
context shall require, the "deferred stock") may be made either alone or in
addition to stock options or restricted stock or other Stock-based Awards
granted under the Plan. The Committee shall determine the officers and key
employees of the Corporation and its subsidiaries to whom deferred stock shall
be awarded, the number of shares of deferred stock to be awarded at the end of
a specified performance period to any Awardee pursuant to a formula based upon
earnings goals of the Corporation as measured by pretax or post tax corporate
income, net income per common share and/or the return on average common equity
of the Corporation for the year of the Award which shall be specified by the
Committee prior to the beginning of such year for services to be performed
after the Committee sets the standard, or on a date after the beginning of the
year which may be deemed to be prior the beginning of such year for these
purposes under Federal tax rules, the duration of the period (the "Deferral
Period") during which, and the conditions under which, receipt of the stock
will be deferred, and the terms and conditions of the Award in addition to
those
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contained in paragraph (b) of this Section 7. In its sole discretion, the
Committee may provide for a minimum payment at the end of the applicable
Deferral Period based on a stated percentage of the fair market value on the
date of grant of the number of shares covered by a deferred stock Award. The
provisions of deferred stock Awards need not be the same with respect to each
recipient. Prior to any Award of deferred stock, the Committee shall certify
attainment of the performance goals for the specified performance thereon.
(b) Terms and Conditions. Deferred stock Awards made pursuant to this Section
7 shall be subject to the following terms and conditions:
(i) Subject to the provisions of the Plan, the shares to be issued
pursuant to a deferred stock Award may not be sold, assigned, transferred,
pledged or otherwise encumbered during the Deferral Period or Elective
Deferral Period (defined below), where applicable, and all or a portion of
which may be subject to a risk of forfeiture during all or such portion of
the Deferral Period all as determined by the Committee. At the expiration
of the Deferral Period and Elective Deferral Period, share certificates
shall be delivered to the Awardee, or the Awardee's legal representative,
in a number equal to the number of shares covered by the deferred stock
Award.
(ii) Amounts equal to any dividends declared and/or any other amounts
deemed earned such as credits based on net income per common share will be
paid to the Awardee directly, deferred into additional shares or some
combination thereof, all as determined by the Committee in its sole
discretion.
(iii) In the event of the Awardee's retirement, permanent disability or
death during the Deferral Period (or Elective Deferral Period, where
applicable), or in cases of special circumstances, the Committee may, in
its sole discretion, when it finds that a waiver would be in the best
interest of the Corporation, waive in whole or in part any or all of the
remaining deferral limitations imposed hereunder with respect to any or all
of the Awardee's deferred stock. Anything in the Plan to the contrary
notwithstanding, upon the occurrence of a Change of Control, the Deferral
Period and the Elective Deferral Period with respect to each deferred stock
Award shall expire immediately and all share certificates relating to such
Awards shall be delivered immediately to each Awardee or the Awardee's
legal representative.
(iv) Prior to completion of the Deferral Period, an Awardee may elect to
further defer receipt of the Award for a specified period or until a
specified event (the "Elective Deferral Period"), subject in each case to
the approval of the Committee and under such terms as are determined by the
Committee, all in its sole discretion.
(v) Each Award under this Section 7 shall be confirmed by a deferred
stock agreement or other instrument executed by the Corporation and by the
Awardee.
SECTION 8. OTHER STOCK-BASED AWARDS
(a) Stock and Administration. Other Awards of the Stock and other Awards that
are valued in whole or in part by reference to, or are otherwise based on the
Stock ("other Stock-based Awards"), including (without limitation) performance
shares, dividend equivalents, and convertible debentures, may be granted either
alone or in addition to other Awards granted under the Plan. Subject to the
provisions of the Plan, the Committee shall have sole and complete authority to
determine the officers and key employees of the Corporation and/or any of its
subsidiaries to whom and the time or times at which such other Stock-based
Awards shall be made, the number of shares of Stock to be awarded pursuant to
such other Stock-based Awards, and all other conditions of the other Stock-
based Awards. The Committee may also provide for the grant of Stock upon the
completion of a specified performance period. The provisions of other Stock-
based Awards need not be the same with respect to each recipient.
(b) Terms and Conditions. Other Stock-based Awards made pursuant to this
Section 8 shall be subject to the following terms and conditions:
(i) Subject to the provisions of this Plan, shares or interests in shares
subject to Awards made under this Section 8, may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date
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on which the shares are issued, or, if later, the date on which any
applicable restriction, performance or Deferral Period lapses.
(ii) Subject to the provisions of this Plan and the Award agreement, the
recipient of Awards under this Section 8 shall be entitled to receive,
currently or on a deferral basis, interest or dividends or interest or
dividend equivalents or such other amounts with respect to the number of
shares or interests therein covered by the Awards, as determined at the
time of the Awards by the Committee, in its sole discretion, and the
Committee may provide that such amounts or portion thereof (if any), as
determined by the Committee in its sole discretion shall be deemed to have
been reinvested in additional Stock or otherwise reinvested.
(iii) Any Awards under this Section 8 and any Stock covered by any such
Award may be forfeited to the extent so provided in the Award agreement, as
determined by the Committee, in its sole discretion.
(iv) In the event of the Awardee's retirement, permanent disability or
death, or in cases of special circumstances, the Committee may, in its sole
discretion, when it finds that a waiver would be in the best interests of
the Corporation, waive in whole or in part any or all of the remaining
limitations imposed hereunder (if any) with respect to any or all Awards
under this Section 8. Anything in the Plan to the contrary notwithstanding,
any limitations imposed with respect to any Award under this Section 8,
including any provision providing for the forfeiture of any Award under any
circumstance, shall terminate immediately upon a Change of Control and the
number of shares or interests in the Stock subject to such Award shall be
delivered to the Awardee (or, in the case of an Award with respect to which
such number is not determinable, such number of shares or interests in the
Stock as is determined by the Committee and set forth in the terms of such
Award).
(v) Each Award under this Section 8 shall be confirmed by an agreement or
other instrument executed by the Corporation and by the Awardee.
(vi) The Stock or interests therein (including securities convertible
into Stock) paid or awarded on a bonus basis under this Section 8 shall be
issued for no cash consideration; the Stock or interests therein (including
securities convertible into the Stock) purchased pursuant to a purchase
right awarded under this Section 8 shall be priced at least at 50% of the
fair market value of the Stock on the date of grant.
(vii) No other Stock-based Award in the nature of a purchase right shall
be transferable by the Awardee otherwise than by will or by the laws of
descent and distribution, and such purchase rights shall be exercisable
during the Awardee's lifetime only by the Awardee.
SECTION 9. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan: (a) a transfer of an employee from the Corporation
to a subsidiary or affiliate of the Corporation, whether or not incorporated,
or vice versa, or from one subsidiary or affiliate, whether or not
incorporated, to another, (b) a leave absence, duly authorized in writing by
the Corporation, for sickness, or for any other purpose approved by the
Corporation if the period of such leave does not exceed eighty-four days, and
(c) a leave of absence in excess of eighty-four days, duly authorized in
writing by the Corporation, provided the employee's right to reemployment is
guaranteed either by a statute or by contract, shall not be deemed a
termination of employment.
SECTION 10. AMENDMENTS AND TERMINATION
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of
an Awardee under an Award theretofore granted, without the Awardee's consent,
or which without the approval of the stockholders would:
(a) except as is provided in Section 3 of the Plan, increase the total
number of shares available for the purpose of the Plan;
(b) subsequent to the date of grant decrease the option price of any
stock option to less than 100% of the fair market value on the date of the
granting of the option;
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(c) extend the maximum option period under Section 5(c) of the Plan; or
(d) otherwise materially increase the benefits accruing to Awardees
under, or materially modify the requirements as to eligibility for
participation in, the Plan.
The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights
of any Awardee without such Awardee's consent. Notwithstanding the foregoing,
the Board or the Committee may, in its discretion, amend the Plan or terms of
any outstanding Award held by a person then subject to Section 16 of the
Exchange Act without the consent of any Awardee in order to preserve exemptions
under said Section 16 which are or become available from time to time under
rules of the Securities and Exchange Commission.
Since certain amendments to the Securities and Exchange Commission's rules
under Section 16 of the Exchange Act permit phasing-in of full compliance with
such rules over a period of time, the Board reserves the right during such
period to amend or alter the Plan without further approval of stockholders to
the extent it determines to be necessary or appropriate to conform with said
rules as so amended and as is otherwise permissible under applicable law.
SECTION 11. UNFUNDED STATUS OF PLAN.
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to an Awardee
by the Corporation, nothing contained herein shall give any such Awardee any
rights that are greater than those of a general creditor of the Corporation. In
its sole discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan to deliver
Stock or payments in lieu of or with respect to Awards hereunder; provided,
however, that the existence of such trusts or other arrangements is consistent
with the unfunded status of the Plan.
SECTION 12. GENERAL PROVISIONS.
(a) The Committee may require each Awardee purchasing shares pursuant to an
Award under the Plan to represent to and agree with the Corporation in writing
that such Awardee is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
(b) All certificates for shares of Stock delivered under the Plan pursuant to
any Award shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(c) Awards granted under the Plan may, in the discretion of the Committee, be
granted either alone or in addition to, in tandem with, or in substitution for,
any other Awards granted under the Plan. If Awards are granted in substitution
for other Awards, the Committee shall require the surrender of such other
Awards in consideration for the grant of the new Awards. Awards granted in
addition to or in tandem with other Awards may be granted either a the same
time as or at a different time from the grant of such other Awards. The
exercise price of any option or the purchase price of any other Stock-based
Award in the nature of a purchase right granted in substitution for outstanding
Awards or in lieu of any other right to payment by the Corporation shall be the
fair market value of shares at the date such substitute Awards are granted or
shall be such fair market value at that date reduced to reflect the fair market
value of the Awards or other right to payment required to be surrendered by the
Awardee as a condition to receipt of the substitute Award; or retroactively
granted in tandem with outstanding Awards shall be either the fair market value
of shares at the date of grant of later Awards or the fair market value of
shares at the date of grant of earlier Awards.
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(d) Nothing contained in this Plan shall prevent the Board of Directors from
adopting other or additional compensation arrangement, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
(e) The maximum number of shares that may be subject to Award in any calendar
year to any Awardee under Sections 5 through 8 is 5% of the total number of
shares available for distribution under the Plan as set forth in Sections 3 and
10.
SECTION 13. TAXES.
(a) If any Awardee properly elects, within thirty days of the date on which
an Award is granted, to include in gross income for Federal income tax purposes
an amount equal to the fair market value (on the date of grant of the Award) of
the Stock subject to the Award, such Awardee shall make arrangements
satisfactory to the Committee to pay to the Corporation, in the calendar
quarter of such Award, any Federal, state, or local taxes required to be
withheld with respect to such shares. If such Awardee shall fail to make such
tax payments as are required, the Corporation and its subsidiaries shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Awardee.
(b) Any Awardee who does not or cannot make the election described in
paragraph (a) of this Section 13 with respect to an Award, shall, no later than
the date as of which the value of the Award first becomes includible in the
gross income of the Awardee for Federal income tax purposes, pay to the
Corporation, or make arrangements satisfactory to the Committee regarding
payment of, any Federal, state, or local taxes of any kind required by law to
be withheld with respect to the Stock subject to such Award and the Corporation
and its subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
Awardee. Anything contained herein to the contrary notwithstanding, the
Committee may, in its sole discretion, authorize acceptance of Stock received
in connection with the Award or option being taxed or otherwise previously
acquired in satisfaction of withholding requirements.
(c) If and to the extent authorized by the Committee, the Corporation or any
of its subsidiaries are authorized to withhold from any distribution of Stock
relating to any Award granted under the Plan, or to receive shares from the
Awardee, and to pay the value of such Stock to the appropriate taxing
authority, in order to satisfy obligations of the Awardee for the payment of
Federal, state, and local taxes in connection with such Award (including but
not necessarily limited to amounts required to be withheld by the Corporation).
SECTION 14. EFFECTIVE DATE OF THE PLAN.
The Plan shall be effective on the date it is approved by the vote of the
holders of a majority of all outstanding shares of Common Stock entitled to
vote thereon.
SECTION 15. TERM OF PLAN.
No Awards shall be granted pursuant to the Plan after April 21, 1998, but
Awards theretofore granted may extend beyond that date.
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EXHIBIT 5
August 5, 1994
Bankers Trust New York Corporation
280 Park Avenue
New York, NY 10017
Re: 1994 Stock Option and Stock Award Plan
of Bankers Trust New York Corporation
Gentlemen:
I am a Managing Director and Counsel of Bankers Trust Company, and, as such,
I have acted as counsel for Bankers Trust New York Corporation (the
"Corporation") in connection with the registration of 15,000,000 shares of the
Corporation's common stock ($1 par value, the "Common Stock") to be delivered
pursuant to its 1994 Stock Option and Stock Award Plan (the "Plan"). I am
familiar with the action taken in connection with the adoption of the Plan and
with the actions taken or to be taken in connection with authorization and
proposed issuance of the Common Stock, including the adoption by the Board of
Directors of appropriate resolutions authorizing such actions.
Based upon the foregoing, I hereby advise you that in my opinion (a) the
Corporation is duly organized and validly existing under the laws of the State
of New York and (b) that upon issuance in accordance with the provisions of the
Plan, the Common Stock will be validly issued, fully paid and non-assessable.
The holders of the Common Stock will not be subject to any personal liability
as shareholders under the current laws of the State of New York, the
jurisdiction under whose laws the Corporation is incorporated and in which its
principal place of business is located, except for such liability as may be
imposed in the future under certain circumstances under Section 630 of the New
York Business Corporation Law.
I hereby consent to the filing of this opinion as an Exhibit to the
Corporation's Registration Statement on Form S-8 relating to the Common Stock
to be delivered pursuant to the Plan. I do not admit in giving this consent
that I come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Gordon S. Calder, Jr.
-------------------------
GORDON S. CALDER, JR.
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EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1994 Stock Option and Stock
Award Plan of Bankers Trust New York Corporation and to the incorporation by
reference therein of our report dated January 26, 1994, with respect to the
consolidated financial statements of Bankers Trust New York Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-------------------------
Ernst & Young LLP
New York, New York
August 5, 1994
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EXHIBIT 25
BANKERS TRUST NEW YORK CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Bankers Trust New York Corporation (the "Corporation"), a New York
corporation, hereby appoints each of Charles S. Sanford, Jr., Eugene B. Shanks,
Jr., George J. Vojta, James J. Baechle, Timothy T. Yates, Garret G. Thunen,
Duncan P. Hennes and James T. Byrne, Jr. his true and lawful attorney and
agent, in the name and on behalf of the undersigned, to do any and all acts and
things and execute any and all instruments which the said attorney and agent
may deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Trust Indenture Act of 1939, as amended (collectively, the
"Acts") and any rules and regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Acts of securities of the Corporation with respect to the 1994 Stock
Option and Stock Award Plan of Bankers Trust New York Corporation and
Affiliates, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned in his
capacity as a Director and/or Officer of the Corporation to one or more
Registration Statements to be filed with the Securities and Exchange Commission
with respect thereto, to any and all amendments, including pre- and post-
effective amendments, to the said Registration Statements and to any and all
instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING
all that the said attorneys and agents, or any of them, has done, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents.
June 21, 1994
Bankers Trust New York Corporation
/s/ Charles S. Sanford, Jr.
By __________________________________
CHARLES S. SANFORD, JR.
CHAIRMAN OF THE BOARD
/s/ Charles S. Sanford, Jr.
_____________________________________
CHARLES S. SANFORD, JR.
CHAIRMAN OF THE BOARD OF DIRECTORS
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Timothy T. Yates
_____________________________________
TIMOTHY T. YATES
EXECUTIVE VICE PRESIDENT AND
CONTROLLER
(PRINCIPAL FINANCIAL OFFICER)
/s/ Geoffrey M. Fletcher
_____________________________________
GEOFFREY M. FLETCHER
SENIOR VICE PRESIDENT
(PRINCIPAL ACCOUNTING OFFICER)
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June 21, 1994
/s/ George B. Beitzel Director
- -------------------------------------
GEORGE B. BEITZEL
/s/ William R. Howell Director
- -------------------------------------
WILLIAM R. HOWELL
/s/ Jon M. Huntsman Director
- -------------------------------------
JON M. HUNTSMAN
/s/ Vernon E. Jordan Jr. Director
- -------------------------------------
VERNON E. JORDAN, JR.
/s/ Hamish Maxwell Director
- -------------------------------------
HAMISH MAXWELL
/s/ Donald F. McCollough Director
- -------------------------------------
DONALD F. MCCOLLOUGH
/s/ N. J. Nicholas Jr. Director
- -------------------------------------
N. J. NICHOLAS JR.
/s/ Russell E. Palmer Director
- -------------------------------------
RUSSELL E. PALMER
/s/ Didier Pineau-Valencienne Director
- -------------------------------------
DIDIER PINEAU-VALENCIENNE
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June 21, 1994
/s/ Eugene B. Shanks, Jr. Director
- -------------------------------------
EUGENE B. SHANKS JR.
/s/ Patricia Carry Stewart Director
- -------------------------------------
PATRICIA CARRY STEWART
/s/ George J. Vojta Director
- -------------------------------------
GEORGE J. VOJTA
