Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
Banta Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
225 Main Street
Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)
Banta Corporation 1995 Equity Incentive Plan
(Full title of the plan)
Ronald D. Kneezel Copy to:
Vice President,
General Counsel and Secretary Jay O. Rothman
Banta Corporation Foley & Lardner
225 Main Street 777 East Wisconsin Avenue
Menasha, Wisconsin 54952 Milwaukee, Wisconsin 53202
(414) 751-7777 (414) 271-2400
(Name, address and telephone number,
including area code, of agent for service)
__________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum
Title of Amount Proposed Maximum Aggregate
Securities to be to be Offering Price Offering Amount of
Registered Registered Per Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000
$.10 par value shares $36-1/8(1) $36,125,000(1) $12,457
Common Stock Purchase 1,000,000
Rights rights (2) (2) (2)
<FN>
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities
Act of 1933 solely for the purpose of calculating the
registration fee based on the average of the high and low prices
for Banta Corporation Common Stock as reported on The Nasdaq
Stock Market on August 4, 1995.
(2) The value attributable to the Common Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Banta Corporation (the
"Company") with the Commission are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, which includes certified financial statements as of and
for the year ended December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended April 1, 1995.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated
April 13, 1972, as amended by the Company's filings on Form 8, dated
July 31, 1972 and August 4, 1986, and Form 8-A/A, dated November 10, 1994,
and any other amendment or report filed for the purpose of updating such
description.
4. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, dated November 5, 1991, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being offered hereby will be
passed on for the Company by Foley & Lardner, Milwaukee, Wisconsin.
Bernard S. Kubale, a partner in the firm of Foley & Lardner, is a director
of the Company. As of August 1, 1995, Foley & Lardner attorneys who
participated in the preparation of this Registration Statement, including
Mr. Kubale, beneficially owned 12,550 shares of the Company's Common Stock
and accompanying Common Stock Purchase Rights.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Restated Articles of Incorporation of
Banta Corporation, as amended
(incorporated by reference to Exhibit
19(b) to Banta Corporation's Quarterly
Report on Form 10-Q for the quarter
ended April 3, 1993)
(4.2) By-laws of Banta Corporation, as
amended (incorporated by reference to
Exhibit 3(c) to Banta Corporation's
Annual Report on Form 10-K for the year
ended December 31, 1994)
(4.3) Rights Agreement, dated as of October
29, 1991, between Banta Corporation and
First Wisconsin Trust Company (n/k/a
Firstar Trust Company), as Rights Agent
(incorporated by reference to
Exhibit 4.1 to Banta Corporation's
Current Report on Form 8-K dated
October 29, 1991)
(4.4) Banta Corporation 1995 Equity Incentive
Plan
(4.5) Form of Stock Option Agreement for Non-
Employee Directors for use under the
1995 Equity Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained
in Exhibit 5 hereto)
(24) Power of Attorney relating to
subsequent amendments (included on the
signature page to this Registration
Statement)
Item 9. Undertakings.
(a) 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, as amended;
(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, represents 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 with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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.
<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 Menasha, State of Wisconsin, on
August 7, 1995.
BANTA CORPORATION
By: /s/ Donald D. Belcher
Donald D. Belcher
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints Donald D. Belcher and Ronald D.
Kneezel, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as he or she might or could
do in person, hereby ratifying and confirming all that each said attorney-
in-fact and agent may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Donald D. Belcher Chairman of the Board,
Donald D. Belcher President, Chief
Executive Officer and August 7, 1995
Director
/s/ Gerald A. Henseler Executive Vice
Gerald A. Henseler President, Chief
Financial Officer and August 7, 1995
Director
/s/ Robert A. Kreider Treasurer August 7, 1995
Robert A. Kreider
/s/ Barry K. Allen Director August 7, 1995
Barry K. Allen
/s/ Jameson A. Baxter Director August 7, 1995
Jameson A. Baxter
/s/ George T. Brophy Director August 7, 1995
George T. Brophy
/s/ William J. Cadogan Director August 7, 1995
William J. Cadogan
/s/ Richard L. Director August 7, 1995
Gunderson
Richard L. Gunderson
/s/ Bernard S. Kubale Director August 7, 1995
Bernard S. Kubale
/s/ Donald Taylor Director August 7, 1995
Donald Taylor
/s/ Allan J. Director August 7, 1995
Williamson
Allan J. Williamson
<PAGE>
EXHIBIT INDEX
BANTA CORPORATION 1995 EQUITY INCENTIVE PLAN
Exhibit No. Exhibit
(4.1) Restated Articles of Incorporation of
Banta Corporation, as amended
(incorporated by reference to Exhibit
19(b) to Banta Corporation's Quarterly
Report on Form 10-Q for the quarter ended
April 3, 1993)
(4.2) By-laws of Banta Corporation, as amended
(incorporated by reference to Exhibit 3(c)
to Banta Corporation's Annual Report on
Form 10-K for the year ended December 31,
1994)
(4.3) Rights Agreement, dated as of October 29,
1991, between Banta Corporation and First
Wisconsin Trust Company (n/k/a Firstar
Trust Company), as Rights Agent
(incorporated by reference to Exhibit 4.1
to Banta Corporation's Current Report on
Form 8-K dated October 29, 1991)
(4.4) Banta Corporation 1995 Equity Incentive
Plan
(4.5) Form of Stock Option Agreement for Non-
Employee Directors for use under the 1995
Equity Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page
to this Registration Statement)
BANTA CORPORATION
1995 EQUITY INCENTIVE PLAN
Section 1. Purpose
The purpose of the Banta Corporation 1995 Equity Incentive Plan
(the "Plan") is to promote the best interests of Banta Corporation
(together with any successor thereto, the "Company") and its shareholders
by providing key employees of the Company and its Affiliates (as defined
below) and members of the Company's Board of Directors who are not
employees of the Company or its Affiliates with an opportunity to acquire
a proprietary interest in the Company. It is intended that the Plan will
promote continuity of management and increased incentive and personal
interest in the welfare of the Company by those key employees who are
primarily responsible for shaping and carrying out the long-range plans of
the Company and securing the Company's continued growth and financial
success. In addition, by encouraging stock ownership by directors who are
not employees of the Company or its Affiliates, the Company seeks to
attract and retain on its Board of Directors persons of exceptional
competence and to provide a further incentive to serve as a director of
the Company.
Section 2. Definitions
As used in the Plan, the following terms shall have the
respective meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through
one or more intermediaries, is controlled by, controls, or is under common
control with, the Company.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock or Performance Share granted under the Plan.
(c) "Award Agreement" shall mean any written agreement,
contract, or other instrument or document evidencing any Award granted
under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.
(f) "Committee" shall mean a committee of the Board of
Directors of the Company designated by such Board to administer the Plan
and composed of not less than two directors, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 and each of whom
is an "outside director" within the meaning of Section 162(m)(4)(C) of the
Code (or any successor provision thereto).
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
(h) "Excluded Items" shall mean any items which the Committee
determines shall be excluded in fixing Performance Goals, such as any
gains or losses from discontinued operations, any extraordinary gains or
losses and the effects of accounting changes.
(i) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee.
(j) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(k) "Key Employee" shall mean any officer or other key employee
of the Company or of any Affiliate who is responsible for or contributes
to the management, growth or profitability of the business of the Company
or any Affiliate as determined by the Committee.
(l) "Non-Employee Director" shall mean any member of the
Company's Board of Directors who is not an employee of the Company or of
any Affiliate.
(m) "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an Incentive
Stock Option and shall mean any option granted to a Non-Employee Director
under Section 6(b) of the Plan.
(n) "Option" shall mean an Incentive Stock Option or a Non-
Qualified Stock Option.
(o) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.
(p) "Performance Goals" shall mean the following (in all cases
after excluding the impact of applicable Excluded Items):
(i) Return on equity for the Performance Period for the
Company on a consolidated basis.
(ii) Return on investment for the Performance Period (aa)
for the Company on a consolidated basis, (bb) for any one or more
Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(iii) Return on net assets for the Performance Period
(aa) for the Company on a consolidated basis, (bb) for any one or
more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(iv) Economic value added (as defined by the Committee at
the time of selection) for the Performance Period (aa) for the
Company on a consolidated basis, (bb) for any one or more Affiliates
or divisions of the Company and/or (cc) for any other business unit
or units of the Company as defined by the Committee at the time of
selection.
(v) Earnings from operations for the Performance Period
(aa) for the Company on a consolidated basis, (bb) for any one or
more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(vi) Pre-tax profits for the Performance Period (aa) for
the Company on a consolidated basis, (bb) for any one or more
Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(vii) Net earnings for the Performance Period (aa) for
the Company on a consolidated basis, (bb) for any one or more
Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(viii) Net earnings per Share for the Performance Period
for the Company on a consolidated basis.
(ix) Working capital as a percent of net sales for the
Performance Period (aa) for the Company on a consolidated basis, (bb)
for any one or more Affiliates or divisions of the Company and/or
(cc) for any other business unit or units of the Company as defined
by the Committee at the time of selection.
(x) Net cash provided by operating activities for the
Performance Period (aa) for the Company on a consolidated basis, (bb)
for any one or more Affiliates or divisions of the Company and/or
(cc) for any other business unit or units of the Company as defined
by the Committee at the time of selection.
(xi) Market price per Share for the Performance Period.
(xii) Total shareholder return for the Performance
Period for the Company on a consolidated basis.
(q) "Performance Period" shall mean, in relation to Performance
Shares, any period for which a Performance Goal or Goals have been
established.
(r) "Performance Share" shall mean any right granted under
Section 6(e) of the Plan that will be paid out as a Share (which, in
specified circumstances, may be a Share of Restricted Stock).
(s) "Person" shall mean any individual, corporation,
partnership, association, joint-stock company, trust, unincorporated
organization, or government or political subdivision thereof.
(t) "Released Securities" shall mean Shares of Restricted Stock
with respect to which all applicable restrictions have expired, lapsed, or
been waived.
(u) "Restricted Securities" shall mean Awards of Restricted
Stock or other Awards under which issued and outstanding Shares are held
subject to certain restrictions.
(v) "Restricted Stock" shall mean any Share granted under
Section 6(d) of the Plan or, in specified circumstances, a Share paid in
connection with a Performance Share under Section 6(e) of the Plan.
(w) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(x) "Shares" shall mean shares of common stock of the Company,
$.10 par value, and such other securities or property as may become
subject to Awards pursuant to an adjustment made under Section 4(b) of the
Plan.
(y) "Stock Appreciation Right" shall mean any right granted
under Section 6(c) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided,
however, that if at any time the Committee shall not be in existence, the
functions of the Committee as specified in the Plan shall be exercised by
a committee consisting of those members of the Board of Directors of the
Company who qualify as "disinterested persons" under Rule 16b-3 and as
"outside directors" under Section 162(m)(4)(C) of the Code (or any
successor provision thereto). Subject to the terms of the Plan and
without limitation by reason of enumeration, the Committee shall have full
power and authority to: (i) designate Participating Key Employees;
(ii) determine the type or types of Awards to be granted to each
Participating Key Employee under the Plan; (iii) determine the number of
Shares to be covered by (or with respect to which payments, rights, or
other matters are to be calculated in connection with) Awards granted to
Participating Key Employees; (iv) determine the terms and conditions of
any Award granted to a Participating Key Employee; (v) determine whether,
to what extent, and under what circumstances Awards granted to
Participating Key Employees may be settled or exercised in cash, Shares,
other securities, other Awards, or other property, and the method or
methods by which Awards may be settled, exercised, cancelled, forfeited,
or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, and other amounts payable with
respect to an Award granted to Participating Key Employees under the Plan
shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan
(including, without limitation, any Award Agreement); (viii) establish,
amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the
Plan; and (ix) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the
Plan. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect
to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive, and
binding upon all Persons, including the Company, any Affiliate, any
Participating Key Employee, any Non-Employee Director, any holder or
beneficiary of any Award, any shareholder, and any employee of the Company
or of any Affiliate. Notwithstanding the foregoing, Awards to Non-
Employee Directors under the Plan shall be automatic and the amount and
terms of such Awards shall be determined as provided in Section 6(b) of
the Plan.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in
Section 4(b):
(i) Number of Shares Available. The number of Shares with
respect to which Awards may be granted under the Plan shall be
1,000,000. If, after the effective date of the Plan, any Shares
covered by an Award granted under the Plan, or to which any Award
relates, are forfeited or if an Award otherwise terminates, expires
or is cancelled prior to the delivery of all of the Shares or of
other consideration issuable or payable pursuant to such Award, then
the number of Shares counted against the number of Shares available
under the Plan in connection with the grant of such Award, to the
extent of any such forfeiture, termination, expiration or
cancellation, shall again be available for granting of additional
Awards under the Plan.
(ii) Limitations on Awards to Individual Participants. No
Participating Key Employee shall be granted Awards under the Plan
that could result in such Participating Key Employee exercising
Options for, or Stock Appreciation Rights with respect to, more than
150,000 Shares or receiving Awards relating to more than 50,000
Shares of Restricted Stock or more than 50,000 Performance Shares
under the Plan. Such number of Shares as specified in the preceding
sentence shall be subject to adjustment in accordance with the terms
of Section 4(b) hereof. In all cases, determinations under this
Section 4(a)(ii) shall be made in a manner that is consistent with
the exemption for performance-based compensation provided by Section
162(m) of the Code (or any successor provision thereto) and any
regulations promulgated thereunder.
(iii) Accounting for Awards. The number of Shares
covered by an Award under the Plan, or to which such Award relates,
shall be counted on the date of grant of such Award against the
number of Shares available for granting Awards under the Plan.
(iv) Sources of Shares Deliverable Under Awards. Any
Shares delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of
cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or
other securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Awards under the Plan, (ii) the number and type of Shares subject to
outstanding Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b) of the Code (or any successor
provision thereto); and provided further that the number of Shares subject
to any Award payable or denominated in Shares shall always be a whole
number. Notwithstanding the foregoing, Non-Qualified Stock Options
subject to grant or previously granted to Non-Employee Directors under
Section 6(b) of the Plan at the time of any event described in the
preceding sentence shall be subject to only such adjustments as shall be
necessary to maintain the relative proportionate interest represented
thereby immediately prior to any such event and to preserve, without
exceeding, the value of such Options.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.
All Non-Employee Directors shall receive Awards of Non-Qualified Stock
Options as provided in Section 6(b).
Section 6. Awards
(a) Option Awards to Key Employees. The Committee is hereby
authorized to grant Options to Key Employees with the terms and conditions
as set forth below and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the
Committee shall determine.
(i) Exercise Price. The exercise price per Share of an
Option granted pursuant to this Section 6(a) shall be determined by
the Committee; provided, however, that such exercise price shall not
be less than 100% of the Fair Market Value of a Share on the date of
grant of such Option.
(ii) Option Term. The term of each Option shall be fixed
by the Committee; provided, however, that in no event shall the term
of any Incentive Stock Option exceed a period of ten years from the
date of its grant.
(iii) Exercisability and Method of Exercise. An Option
shall become exercisable in such manner and within such period or
periods and in such installments or otherwise as shall be determined
by the Committee. The Committee also shall determine the method or
methods by which, and the form or forms, including, without
limitation, cash, Shares, other securities, other Awards, or other
property, or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price, in which
payment of the exercise price with respect to any Option may be made
or deemed to have been made.
(iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with
the provisions of Section 422 of the Code (or any successor provision
thereto) and any regulations promulgated thereunder. Notwithstanding
any provision in the Plan to the contrary, no Incentive Stock Option
may be granted hereunder after the tenth anniversary of the adoption
of the Plan by the Board of Directors of the Company.
(b) Non-Qualified Stock Option Awards to Non-Employee
Directors.
(i) Eligibility. Each Non-Employee Director shall
automatically be granted Non-Qualified Stock Options under the Plan
in the manner set forth in this Section 6(b). A Non-Employee
Director may hold more than one Non-Qualified Stock Option, but only
on the terms and subject to any restrictions set forth herein.
(ii) Grant of Options to Newly-Elected Non-Employee
Directors. Any Person who is first elected as a Non-Employee
Director after the effective date of the Plan shall, on the date of
such election, automatically be granted a Non-Qualified Stock Option
to purchase 3,000 Shares (which number of Shares shall be subject to
adjustment in the manner provided in Section 4(b) hereof).
(iii) Annual Option Grants to Non-Employee Directors.
Each Non-Employee Director (if he or she continues to serve in such
capacity) shall, on the day following the annual meeting of
shareholders in each year during the time the Plan is in effect,
automatically be granted a Non-Qualified Stock Option to purchase
1,000 Shares (which number of Shares shall be subject to adjustment
in the manner provided in Section 4(b) hereof); provided, however,
that a Person who is first elected as a Non-Employee Director on the
date of an annual meeting of shareholders and who receives on that
date a Non-Qualified Stock Option pursuant to Section 6(b)(ii) hereof
shall not be eligible to begin to receive grants pursuant to this
Section 6(b)(iii) until the day following the next succeeding annual
meeting of shareholders.
(iv) Grant Limitation. Notwithstanding the provisions of
Sections 6(b)(ii) and 6(b)(iii) hereof, Non-Qualified Stock Options
shall be automatically granted to Non-Employee Directors under the
Plan only for so long as the Plan remains in effect and a sufficient
number of Shares are available hereunder for the granting of such
Options.
(v) Exercise Price. The exercise price per Share for a
Non-Qualified Stock Option granted to a Non-Employee Director under
the Plan shall be equal to 100% of the "market value" of a Share on
the date of grant of such Option. The "market value" of a Share on
the date of grant to the Non-Employee Director shall be the last sale
price per Share for the Shares in the Nasdaq National Market on the
trading date next preceding such grant date; provided, however, that
if the principal market for the Shares is then a national securities
exchange, the "market value" shall be the closing price per Share for
the Shares on the principal securities exchange on which the Shares
are traded on the trading date next preceding the date of grant, or,
in either case above, if no trading occurred on the trading date next
preceding the date on which the Non-Qualified Stock Option is
granted, then the "market price" per Share shall be determined with
reference to the next preceding date on which the Shares were traded.
(vi) Exercisability and Termination of Options. Non-
Qualified Stock Options granted to Non-Employee Directors under the
Plan shall become exercisable six months following the date of grant;
provided, however, that if a Non-Employee Director ceases to be a
director of the Company by reason of death, disability or retirement
within six months after the date of grant, the Option shall become
immediately exercisable in full. Non-Qualified Stock Options granted
to Non-Employee Directors shall terminate on the earlier of:
(A) ten years after the date of grant; or
(B) twelve months after the Non-Employee Director
ceases to be a director of the Company for any reason, including
as a result of the Non-Employee Director's death, disability or
retirement.
(vii) Exercise of Options. A Non-Qualified Stock
Option granted to a Non-Employee Director may be exercised, subject
to its terms and conditions and the terms and conditions of the Plan,
in full at any time or in part from time to time by delivery to the
Secretary of the Company at the Company's principal office in
Menasha, Wisconsin, of a written notice of exercise specifying the
number of shares with respect to which the Option is being exercised.
Any notice of exercise shall be accompanied by full payment of the
exercise price of the Shares being purchased (x) in cash or its
equivalent; (y) by tendering previously acquired Shares (valued at
their "market value" [as determined in accordance with Section
6(b)(v)] as of the date of exercise); or (z) by any combination of
the means of payment set forth in subparagraphs (x) and (y). For
purposes of subparagraphs (y) and (z) above, the term "previously
acquired Shares" shall only include Shares owned by the Non-Employee
Director prior to the exercise of the Option for which payment is
being made and shall not include Shares which are being acquired
pursuant to the exercise of said Option. No shares will be issued
until full payment therefor has been made.
(c) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Key Employees. Non-
Employee Directors are not eligible to be granted Stock Appreciation
Rights under the Plan. Subject to the terms of the Plan and any
applicable Award Agreement, a Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive, upon exercise
thereof, the excess of (i) the Fair Market Value of one Share on the date
of exercise over (ii) the grant price of the Stock Appreciation Right as
specified by the Committee, which shall not be less than 100% of the Fair
Market Value of one Share on the date of grant of the Stock Appreciation
Right. Subject to the terms of the Plan, the grant price, term, methods
of exercise, methods of settlement (including whether the Participating
Key Employee will be paid in cash, Shares, other securities, other Awards,
or other property, or any combination thereof), and any other terms and
conditions of any Stock Appreciation Right shall be as determined by the
Committee. The Committee may impose such conditions or restrictions on
the exercise of any Stock Appreciation Right as it may deem appropriate,
including, without limitation, restricting the time of exercise of the
Stock Appreciation Right to specified periods as may be necessary to
satisfy the requirements of Rule 16b-3.
(d) Restricted Stock Awards.
(i) Issuance. The Committee is hereby authorized to grant
Awards of Restricted Stock to Key Employees; provided, however, that
the aggregate number of Shares of Restricted Stock granted under the
Plan to all Participating Key Employees as a group shall not exceed
150,000 (such number of Shares subject to adjustment in accordance
with the terms of Section 4(b) hereof). Non-Employee Directors are
not eligible to be granted Restricted Stock under the Plan.
(ii) Restrictions. Shares of Restricted Stock granted to
Participating Key Employees shall be subject to such restrictions as
the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the
right to receive any dividend or other right or property), which
restrictions may lapse separately or in combination at such time or
times, in such installments or otherwise, as the Committee may deem
appropriate.
(iii) Registration. Any Restricted Stock granted under
the Plan to a Participating Key Employee may be evidenced in such
manner as the Committee may deem appropriate, including, without
limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is
issued in respect of Shares of Restricted Stock granted under the
Plan to a Participating Key Employee, such certificate shall be
registered in the name of the Participating Key Employee and shall
bear an appropriate legend (as determined by the Committee) referring
to the terms, conditions, and restrictions applicable to such
Restricted Stock.
(iv) Payment of Restricted Stock. At the end of the
applicable restriction period relating to Restricted Stock granted to
a Participating Key Employee, one or more stock certificates for the
appropriate number of Shares, free of restrictions imposed under the
Plan, shall be delivered to the Participating Key Employee, or, if
the Participating Key Employee received stock certificates
representing the Restricted Stock at the time of grant, the legends
placed on such certificates shall be removed.
(v) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment of a Participating Key
Employee (as determined under criteria established by the Committee)
for any reason during the applicable restriction period, all Shares
of Restricted Stock still subject to restriction shall be forfeited
by the Participating Key Employee; provided, however, that the
Committee may, when it finds that a waiver would be in the best
interests of the Company, waive in whole or in part any or all
remaining restrictions with respect to Shares of Restricted Stock
held by a Participating Key Employee.
(e) Performance Shares.
(i) Issuance. The Committee is hereby authorized to grant
Awards of Performance Shares to Participating Key Employees. Non-
Employee Directors are not eligible to be granted Performance Shares
under the Plan.
(ii) Performance Goals and Other Terms. The Committee
shall determine the Performance Period, the Performance Goal or Goals
(and the performance level or levels related thereto) to be achieved
during any Performance Period, the proportion of payments, if any, to
be made for performance between the minimum and full performance
levels for any Performance Goal and, if applicable, the relative
percentage weighting given to each of the selected Performance Goals,
the restrictions applicable to Shares of Restricted Stock received
upon payment of Performance Shares if Performance Shares are paid in
such manner, and any other terms, conditions and rights relating to a
grant of Performance Shares. The Committee shall have sole
discretion to alter the selected Performance Goals set forth in
Section 2(p), subject to shareholder approval, to the extent required
to comply with Rule 16b-3 and to qualify the Award for the
performance-based exemption provided by Section 162(m) of the Code
(or any successor provision thereto). Notwithstanding the foregoing,
in the event the Committee determines it is advisable to grant
Performance Shares which do not qualify for the performance-based
exemption under Section 162(m) of the Code (or any successor
provision thereto), the Committee may make such grants without
satisfying the requirements thereof.
(iii) Rights and Benefits During the Performance
Period. The Committee may provide that, during a Performance Period,
a Participating Key Employee shall be paid cash amounts, with respect
to each Performance Share held by such Participating Key Employee, in
the same manner, at the same time, and in the same amount paid, as a
cash dividend on a Share. Participating Key Employees shall have no
voting rights with respect to Performance Shares held by them.
(iv) Payment of Performance Shares. As soon as is
reasonably practicable following the end of the applicable
Performance Period, and subject to the Committee certifying in
writing as to the satisfaction of the requisite Performance Goal or
Goals if such certification is required in order to qualify the Award
for the performance-based exemption provided by Section 162(m) of the
Code (or any successor provision thereto), one or more certificates
representing the number of Shares equal to the number of Performance
Shares payable shall be registered in the name of and delivered to
the Participating Key Employee; provided, however, that any Shares of
Restricted Stock payable in connection with Performance Shares shall,
pending the expiration, lapse, or waiver of the applicable
restrictions, be evidenced in the manner as set forth in Section
6(d)(iii) hereof.
(f) General.
(i) No Consideration for Awards. Awards shall be granted
to Participating Key Employees for no cash consideration unless
otherwise determined by the Committee. Awards of Non-Qualified Stock
Options granted to Non-Employee Directors under Section 6(b) of the
Plan shall be granted for no cash consideration unless otherwise
required by law.
(ii) Award Agreements. Each Award granted under the Plan
shall be evidenced by an Award Agreement in such form (consistent
with the terms of the Plan) as shall have been approved by the
Committee.
(iii) Awards May Be Granted Separately or Together.
Awards to Participating Key Employees under the Plan may be granted
either alone or in addition to, in tandem with, or in substitution
for any other Award or any award granted under any other plan of the
Company or any Affiliate. Awards granted in addition to or in tandem
with other Awards, or in addition to or in tandem with awards granted
under any other plan of the Company or any Affiliate, may be granted
either at the same time as or at a different time from the grant of
such other Awards or awards.
(iv) Forms of Payment Under Awards. Subject to the terms
of the Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon the grant,
exercise, or payment of an Award to a Participating Key Employee may
be made in such form or forms as the Committee shall determine, and
may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of
interest on installment or deferred payments.
(v) Limits on Transfer of Awards. No Award (other than
Released Securities), and no right under any such Award, shall be
assignable, alienable, saleable, or transferable by a Participating
Key Employee or a Non-Employee Director otherwise than by will or by
the laws of descent and distribution (or, in the case of an Award of
Restricted Securities, to the Company); provided, however, that a
Participating Key Employee at the discretion of the Committee may,
and a Non-Employee Director shall, be entitled, in the manner
established by the Committee, to designate a beneficiary or
beneficiaries to exercise his or her rights, and to receive any
property distributable, with respect to any Award upon the death of
the Participating Key Employee or the Non-Employee Director, as the
case may be. Each Award, and each right under any Award, shall be
exercisable, during the lifetime of the Participating Key Employee or
the Non-Employee Director, only by such individual or, if permissible
under applicable law, by such individual's guardian or legal
representative. No Award (other than Released Securities), and no
right under any such Award, may be pledged, alienated, attached, or
otherwise encumbered, and any purported pledge, alienation,
attachment, or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
(vi) Term of Awards. Except as otherwise provided in the
Plan, the term of each Award shall be for such period as may be
determined by the Committee.
(vii) Rule 16b-3 Six-Month Limitations. To the extent
required in order to comply with Rule 16b-3 only, any equity security
offered pursuant to the Plan may not be sold for at least six months
after acquisition, except in the case of death or disability, and any
derivative security issued pursuant to the Plan shall not be
exercisable for at least six months, except in case of death or
disability of the holder thereof. Terms used in the preceding
sentence shall, for the purposes of such sentence only, have the
meanings, if any, assigned or attributed to them under Rule 16b-3.
(viii) Share Certificates; Representation. In addition
to the restrictions imposed pursuant to Section 6(d) and Section 6(e)
hereof, all certificates for Shares delivered under the Plan pursuant
to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other
requirements of the Commission, any stock exchange or other market
upon which such Shares are then listed or traded, and any applicable
federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. The Committee may
require each Participating Key Employee, Non-Employee Director or
other Person who acquires Shares under the Plan by means of an Award
originally made to a Participating Key Employee or a Non-Employee
Director to represent to the Company in writing that such
Participating Key Employee, Non-Employee Director or other Person is
acquiring the Shares without a view to the distribution thereof.
Section 7. Amendment and Termination of the Plan; Correction of
Defects and Omissions
(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue, or terminate the Plan; provided, however, that the provisions
of Section 6(b) of the Plan shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules
promulgated thereunder; and provided further that shareholder approval of
any amendment of the Plan shall also be obtained if otherwise required by:
(i) the rules and/or regulations promulgated under Section 16 of the
Exchange Act (in order for the Plan to remain qualified under Rule 16b-3),
(ii) the Code or any rules promulgated thereunder (in order to allow for
Incentive Stock Options to be granted under the Plan), or (iii) the
quotation or listing requirements of the Nasdaq National Market or any
principal securities exchange or market on which the Shares are then
traded (in order to maintain the quotation or listing of the Shares
thereon). Termination of the Plan shall not affect the rights of
Participating Key Employees or Non-Employee Directors with respect to
Awards previously granted to them, and all unexpired Awards shall continue
in force and effect after termination of the Plan except as they may lapse
or be terminated by their own terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in any Award or Award Agreement in the manner and to the
extent it shall deem desirable to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Awards. No Key Employee, Participating Key
Employee or other Person (other than a Non-Employee Director to the extent
provided in Section 6(b) of the Plan) shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of
treatment of Key Employees, Participating Key Employees, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to each Participating Key
Employee.
(b) Withholding. No later than the date as of which an amount
first becomes includible in the gross income of a Participating Key
Employee for federal income tax purposes with respect to any Award under
the Plan, the Participating Key Employee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations arising with respect to Awards to
Participating Key Employees under the Plan may be settled with Shares
(other than Restricted Securities), including Shares that are part of, or
are received upon exercise of, the Award that gives rise to the
withholding requirement. The obligations of the Company under the Plan
shall be conditional on such payment or arrangements, and the Company and
any Affiliate shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to the Participating
Key Employee. The Committee may establish such procedures as it deems
appropriate for the settling of withholding obligations with Shares,
including, without limitation, the establishment of such procedures as may
be necessary to satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.
(d) Rights and Status of Recipients of Awards. The grant of an
Award shall not be construed as giving a Participating Key Employee the
right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Award Agreement. The grant of an Award to a Non-Employee
Director pursuant to Section 6(b) of the Plan shall confer no right on
such Non-Employee Director to continue as a director of the Company.
Except for rights accorded under the Plan and under any applicable Award
Agreement, Participating Key Employees and Non-Employee Directors shall
have no rights as holders of Shares as a result of the granting of Awards
hereunder.
(e) Unfunded Status of the Plan. Unless otherwise determined
by the Committee, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall
not establish any fiduciary relationship between the Company and any
Participating Key Employee, any Non-Employee Director or other Person. To
the extent any Person holds any right by virtue of a grant under the Plan,
such right (unless otherwise determined by the Committee) shall be no
greater than the right of an unsecured general creditor of the Company.
(f) Governing Law. The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
(g) Severability. If any provision of the Plan or any Award
Agreement or any Award is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction, or as to any Person or Award, or
would disqualify the Plan, any Award Agreement or any Award under any law
deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Award Agreement
or the Award, such provision shall be stricken as to such jurisdiction,
Person, or Award, and the remainder of the Plan, any such Award Agreement
and any such Award shall remain in full force and effect.
(h) No Fractional Shares. No fractional Shares or other
securities shall be issued or delivered pursuant to the Plan, any Award
Agreement or any Award, and the Committee shall determine (except as
otherwise provided in the Plan) whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Shares or
other securities, or whether such fractional Shares or other securities or
any rights thereto shall be canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective on the day immediately following its
approval by the shareholders of the Company provided that such approval is
obtained within twelve months following the date of adoption of the Plan
by the Board of Directors of the Company.
BANTA CORPORATION
1995 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
THIS AGREEMENT, dated as of this ____ day of ________, ____, by
and between Banta Corporation, a Wisconsin corporation (the "Company"),
and _________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Banta Corporation 1995
Equity Incentive Plan (the "Plan"), the terms of which, to the extent not
stated herein, are specifically incorporated by reference in this
Agreement; and
WHEREAS, the Plan authorizes the automatic grant of options to
purchase shares of the Company's Common Stock, $.10 par value (the "Common
Stock"), to members of the Company's Board of Directors who are not
employees of the Company or any affiliate of the Company (a "Non-Employee
Director"); and
WHEREAS, the Optionee is now a Non-Employee Director, and the
Company desires him/her to continue as a member of the Company's Board of
Directors and to secure or increase his/her stock ownership in the Company
as an added incentive for him/her to continue his/her association with the
Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of
the Plan and this Agreement, the Company hereby grants to the Optionee an
option (the "Option") to purchase from the Company all or any part of the
aggregate amount of _____ shares of Common Stock (the "Optioned Shares").
The Option is intended to constitute a non-qualified stock option and
shall not be treated as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, or any
successor provision thereto.
2. Option Price. The per share exercise price to be paid for
the Optioned Shares shall be $_____.
3. Exercisability and Termination of Option. The Option shall
become exercisable on ___________, ____; provided, however, that if the
Optionee ceases to be a director of the Company by reason of death,
disability or retirement prior to __________, ____, the Option shall
become immediately exercisable in full. The Option shall terminate on the
earlier of: (i) ___________, ____; or (ii) twelve months after the
Optionee ceases to be a director of the Company for any reason, including
as a result of the Optionee's death, disability or retirement.
4. Manner of Exercise and Payment. Subject to the provisions
of Paragraph 3 hereof and the Plan, the Option may be exercised in full at
any time or in part from time to time by delivery to the Secretary of the
Company at the Company's principal office in Menasha, Wisconsin, of a
written notice of exercise specifying the number of shares with respect to
which the Option is being exercised. The notice of exercise must be
accompanied by payment in full of the exercise price of the shares being
purchased: (i) in cash or its equivalent; (ii) by tendering previously
acquired shares of Common Stock (valued at their "market value" as of the
date of exercise, as determined in the manner provided in Section 6(b)(v)
of the Plan); or (iii) by any combination of the means of payment set
forth in subparagraphs (i) and (ii). For purposes of subparagraphs (ii)
and (iii) above, the term "previously acquired shares of Common Stock"
shall only include shares of Common Stock owned by the Optionee prior to
the exercise of the Option for which payment is being made and shall not
include shares of Common Stock which are being acquired pursuant to the
exercise of the Option. No shares shall be issued until full payment
therefor has been made.
5. Nontransferability of the Option. The Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution; provided, however, that the Optionee shall be entitled, in
the manner provided in Paragraph 6 hereof, to designate a beneficiary to
exercise his/her rights, and to receive any shares of Common Stock
issuable, with respect to the Option upon the death of the Optionee. The
Option may be exercised during the lifetime of the Optionee only by the
Optionee or, if permitted by applicable law, the Optionee's guardian or
legal representative.
6. Designation of Beneficiary. (a) The person whose name
appears on the signature page hereof after the caption "Beneficiary" or
any successor designated by the Optionee in accordance herewith (the
person who is the Optionee's beneficiary at the time of his/her death
herein referred to as the "Beneficiary") shall be entitled to exercise the
Option, to the extent it is exercisable, after the death of the Optionee.
The Optionee may from time to time revoke or change his/her Beneficiary
without the consent of any prior Beneficiary by filing a new designation
with the Compensation Committee of the Board of Directors of the Company
or such other committee of the Board which shall have been designated to
administer the Plan (the "Committee"). The last such designation received
by the Committee shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Optionee's death, and in no event
shall any designation be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time
of the Optionee's death, or if no designated Beneficiary survives the
Optionee or if such designation conflicts with law, the Optionee's estate
shall be entitled to exercise the Option, to the extent it is exercisable
after the death of the Optionee. If the Committee is in doubt as to the
right of any person to exercise the Option, the Company may refuse to
recognize such exercise, without liability for any interest or dividends
on the Optioned Shares, until the Committee determines the person entitled
to exercise the Option, or the Company may apply to any court of
appropriate jurisdiction and such application shall be a complete
discharge of the liability of the Company therefor.
7. Capital Adjustments Affecting the Common Stock. The number
of Optioned Shares subject hereto and the related per share exercise price
shall be subject to adjustment in accordance with Section 4(b) of the
Plan.
8. Transfer Restrictions. The shares to be acquired upon
exercise of the Option may not be sold or otherwise disposed of except
pursuant to an effective registration statement under the Securities Act
of 1933, as amended, or in a transaction which, in the opinion of counsel
for the Company, is exempt from registration under said Act.
9. Status of Optionee. The Optionee shall have no rights as a
shareholder with respect to shares covered by the Option until the date of
issuance of stock certificates to the Optionee and only after such shares
are fully paid. The Option shall not confer upon the Optionee the right
to continue as a director of the Company.
10. Interpretation by Committee. As a condition of the
granting of the Option, the Optionee agrees, for himself/herself and
his/her personal representatives, that this Agreement shall be interpreted
by the Committee and that, subject to the express terms of the Plan, any
interpretation by the Committee of the terms of this Agreement and any
determination made by the Committee pursuant to this Agreement shall be
final, binding and conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be
hereunto affixed, and the Optionee has hereunto affixed his/her hand and
seal as to the day and year first above written.
BANTA CORPORATION
By:
[SEAL] Attest:
[SEAL]
_________________, Optionee
Beneficiary:
Address of
Beneficiary:
Beneficiary's Tax
Identification No.:
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
August 9, 1995
Banta Corporation
225 Main Street
Menasha, Wisconsin 54952
Gentlemen:
We have acted as counsel for Banta Corporation, a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form
S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended ("Securities Act"), relating to
1,000,000 shares of the Company's common stock, $.10 par value (the
"Common Stock"), and the associated rights to purchase shares of Common
Stock ("Rights"), which may be issued pursuant to the Banta Corporation
1995 Equity Incentive Plan (the "Plan"). The terms of the Rights are as
set forth in that certain Rights Agreement (the "Rights Agreement"), dated
as of October 29, 1991, by and between the Company and First Wisconsin
Trust Company (n/k/a Firstar Trust Company). We have examined: (i) the
Plan; (ii) signed copies of the Registration Statement; (iii) the
Company's Restated Articles of Incorporation and By-Laws, as amended to
date; (iv) the Rights Agreement; (v) corporate proceedings of the Company
relating to the adoption of the Plan and the issuance of shares of Common
Stock and Rights thereunder; and (vi) such other proceedings, documents
and records as we have deemed necessary to enable us to render this
opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The Common Stock, when issued and paid for in the manner
provided in the Plan, will be validly issued, fully paid and nonassessable
and no personal liability will attach to the ownership thereof, except
with respect to wage claims of employees of the Company for services
performed not to exceed six months' service in any one case, as provided
in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and
judicial interpretations thereof.
3. The Rights when issued pursuant to the terms of the Rights
Agreement will be validly issued.
Bernard S. Kubale, a director of the Company, is a partner in
the firm of Foley & Lardner.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act, or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our reports dated January 30, 1995 included in and
incorporated by reference in the Banta Corporation Form 10-K for the year
ended December 31, 1994 and all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
August 7, 1995.
