As filed with the Securities and Exchange Commission
on May 4, 1995.
Registration No. 33-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
TRION, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0922753
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 760
101 McNeill Road
Sanford, North Carolina 27331-0760
(Address of Principal Executive Offices) (Zip Code)
TRION, INC.
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Calvin J. Monsma
Vice President and Chief Financial Officer
Trion, Inc.
P.O. Box 760
101 McNeill Road
Sanford, North Carolina 27331-0760
(Name and address of agent for service)
(919) 775-2201
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED PRICE OFFERING FEE
REGISTERED PER SHARE PRICE
Common 285,000 shs. $5.50* $1,567,500* $541
Stock, par
value $.50
per share
* Inserted solely for the purpose of calculating the
registration fee pursuant to Rule 457(g). The fee is
calculated on the basis of the average of the high and low
prices for the Registrant's Common Stock in the consolidated
reporting system on May 2, 1995.
Page 1 of 32 pages<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Trion, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this
Registration Statement:
1. The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
2. The description of the Company's Common
Stock, par value $.50 per share (the
"Common Stock"), contained in the
Company's Registration Statement filed
under Section 12 of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments
and reports updating such description.
The consolidated financial statements of the Company
incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, 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 accounting
and auditing.
All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the date of this Registration Statement,
but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such
document with the Commission until the information contained
therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this
Registration Statement or by any document which constitutes part
of a prospectus relating to the Trion, Inc. 1995 Stock Incentive
Plan and meeting the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
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ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this
Registration Statement is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), provides in relevant part as follows:
Section 1741. THIRD PARTY ACTIONS.
Unless otherwise restricted in its bylaws, a business
corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact
that he is or was a representative of the corporation, or is or
was serving at the request of the corporation as a representative
of another domestic or foreign corporation for profit or not-for-
profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection with the action or proceeding if he acted in
good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action
or proceeding by judgment, order, settlement or conviction or
upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 1742. DERIVATIVE ACTIONS.
Unless otherwise restricted in its bylaws, a business
corporation shall have power to indemnify any person who was or
is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a representative of the corporation or is
or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of the action if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to,
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the best interests of the corporation. Indemnification shall not
be made under this section in respect of any claim, issue or
matter as to which the person has been adjudged to be liable to
the corporation unless and only to the extent that the court of
common pleas of the judicial district embracing the county in
which the registered office of the corporation is located or the
court in which the action was brought determines upon application
that, despite the adjudication of liability but in view of all
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court
of common pleas or other court deems proper.
Section 1743. MANDATORY INDEMNIFICATION.
To the extent that a representative of a business
corporation has been successful on the merits or otherwise in
defense of any action or proceeding referred to in section 1741
(relating to third party actions) or 1742 (relating to derivative
actions) or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Section 1744. PROCEDURE FOR EFFECTING INDEMNIFICATION.
Unless ordered by a court, any indemnification under
section 1741 (relating to third party actions) or 1742 (relating
to derivative actions) shall be made by the business corporation
only as authorized in the specific case upon a determination that
indemnification of the representative is proper in the
circumstances because he has met the applicable standard of
conduct set forth in those sections. The determination shall be
made:
(1) by the board of directors by a majority vote
of a quorum consisting of directors who were not
parties to the action or proceeding;
(2) if such a quorum is not obtainable or if
obtainable and a majority vote of a quorum of
disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745. ADVANCING EXPENSES.
Expenses (including attorneys' fees) incurred in
defending any action or proceeding referred to in this subchapter
may be paid by a business corporation in advance of the final
disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay the
amount if it is ultimately determined that he is not entitled to
be indemnified by the corporation as authorized in this
subchapter or otherwise.
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Section 1746. SUPPLEMENTARY COVERAGE.
(a) GENERAL RULE.--The indemnification and advancement
of expenses provided by, or granted pursuant to, the other
sections of this subchapter shall not be deemed exclusive of any
other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office. Section
1728 (relating to interested directors or officers; quorum) and,
in the case of a registered corporation, section 2538 (relating
to approval of transactions with interested shareholders) shall
be applicable to any bylaw, contract or transaction authorized by
the directors under this section. A corporation may create a
fund of any nature, which may, but need not be, under the control
of a trustee, or otherwise secure or insure in any manner its
indemnification obligations, whether arising under or pursuant to
this section or otherwise.
(b) WHEN INDEMNIFICATION IS NOT TO BE MADE.--
Indemnification pursuant to subsection (a) shall not be made in
any case where the act or failure to act giving rise to the claim
for indemnification is determined by a court to have constituted
willful misconduct or recklessness. The articles may not provide
for indemnification in the case of willful misconduct or
recklessness.
Section 1747. POWER TO PURCHASE INSURANCE.
Unless otherwise restricted in its bylaws, a business
corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a representative of the
corporation or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against that liability under the
provisions of this subchapter. Such insurance is declared to be
consistent with the public policy of this Commonwealth.
Section 1748. APPLICATION TO SURVIVING OR NEW CORPORATIONS.
For the purposes of this subchapter, references to "the
corporation" include all constituent corporations absorbed in a
consolidation, merger or division, as well as the surviving or
new corporations surviving or resulting therefrom, so that any
person who is or was a representative of the constituent,
surviving or new corporation, or is or was serving at the request
of the constituent, surviving or new corporation as a
representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this subchapter with respect to the surviving or
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new corporation as he would if he had served the surviving or new
corporation in the same capacity.
Section 1749. APPLICATION TO EMPLOYEE BENEFIT PLANS.
For purposes of this subchapter:
(1) References to "other enterprises" shall
include employee benefit plans and references to
"serving at the request of the corporation" shall
include any service as a representative of the business
corporation that imposes duties on, or involves
services by, the representative with respect to an
employee benefit plan, its participants or
beneficiaries.
(2) Excise taxes assessed on a person with
respect to an employee benefit plan pursuant to
applicable law shall be deemed "fines."
(3) Action with respect to an employee benefit
plan taken or omitted in good faith by a representative
of the corporation in a manner he reasonably believed
to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be action
in a manner that is not opposed to the best interests
of the corporation.
Section 1750. DURATION AND EXTENT OF COVERAGE.
The indemnification and advancement of expenses
provided by, or granted pursuant to, this subchapter shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and
personal representative of that person.
Article VIII of the Company's Amended and Restated By-
laws provides as follows:
SECTION 8.1. MANDATORY INDEMNIFICATION OF DIRECTORS
AND OFFICERS. The corporation shall indemnify, to the fullest
extent now or hereafter permitted by law, each director or
officer (including each former director or officer) of the
Corporation who was or is made a party to or a witness in or is
threatened to be made a party to or a witness in any threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact
that he is or was an authorized representative of the
Corporation, against all expenses (including attorneys' fees and
disbursements), judgments, fines (including excise taxes and
penalties), and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding.
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SECTION 8.2. MANDATORY ADVANCEMENT OF EXPENSES TO
DIRECTORS AND OFFICERS. The Corporation shall pay expenses
(including attorneys' fees and disbursements) incurred by a
director or officer of the Corporation referred to in Section 8.1
of this Article in defending or appearing as a witness in any
civil or criminal action, suit, or proceeding described in
Section 8.1 of this Article in advance of the final disposition
of such action, suit, or proceeding. The expenses incurred by
such director or officer shall be paid by the Corporation in
advance of the final disposition of such action, suit, or
proceeding only upon receipt of an undertaking by or on behalf of
such director or officer to repay all amounts advanced if and to
the extent that it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation with respect to
such expenses.
SECTION 8.3. PERMISSIVE INDEMNIFICATION AND
ADVANCEMENT OF EXPENSES. The Corporation may, as determined by
the Board of Directors from time to time, indemnify to the
fullest extent now or hereafter permitted by law, any person who
was or is a party to or a witness in or is threatened to be made
a party to or a witness in, or is otherwise involved in, any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by
reason of the fact that he is or was an authorized representative
of the Corporation, both as to action in his official capacity
and as to action in another capacity while holding such office or
position, against all expenses (including attorneys' fees and
disbursements), judgments, fines (including excise taxes and
penalties), and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding. The Corporation may, as determined by the Board
of Directors from time to time, pay expenses incurred by any such
person by reason of his participation in an action, suit, or
proceeding referred to in this Section 8.3 in advance of the
final disposition of such action, suit, or proceeding upon
receipt of an undertaking by or on behalf of such person to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation.
SECTION 8.4. MANDATORY INDEMNIFICATION WITH RESPECT TO
EXPENSES. To the extent that a director, officer, employee, or
agent of the Corporation has been successful on the merits or
otherwise in the defense of any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, to
which such person shall have been made a party by reason of the
fact that he is or was a director, officer, employee, or agent of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, interest, or other
enterprise, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses (including attorneys'
fees and disbursements) actually and reasonably incurred by him
in connection therewith.
SECTION 8.5. SCOPE OF INDEMNIFICATION. This Article
is intended to provide indemnification in accordance with its
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terms to the fullest extent permitted by law, including, without
limitation, pursuant to Section 1746 of the BCL (or any successor
provision or statute as in effect at the time of such alleged
action or failure to take action), whether the Corporation would
have the power to so indemnify under any other provisions of law
except Subchapter D of the BCL (or successor statute) and whether
or not the indemnified liability arises or arose from any
threatened, pending, or completed action by or in the right of
the Corporation; indemnification under this Article shall not be
made by the Corporation in any case where indemnification for the
alleged act or failure to act giving rise to the claim for
indemnification is expressly prohibited by the said Section 1746
or any successor statute as in effect at the time of such alleged
action or failure to take action.
SECTION 8.6. FUNDING TO MEET INDEMNIFICATION
OBLIGATIONS. The Board of Directors, without further approval of
the shareholders, shall have the power to borrow money on behalf
of the Corporation, including the power to pledge the assets of
the Corporation, from time to time to discharge the Corporation's
obligations with respect to indemnification and the advancement
and reimbursement of expenses, and for the purchase and
maintenance of insurance on behalf of each director or officer
against any liability asserted against or incurred by such
director or officer in any capacity.
SECTION 8.7. MISCELLANEOUS. Each director and officer
of the Corporation shall be deemed to act in such capacity in
reliance upon such rights of indemnification and advancement of
expenses as are provided in this Article. The rights of
indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to
which any person seeking indemnification or advancement of
expenses may be entitled under any agreement, vote of
shareholders or disinterested directors, statute, or otherwise,
both as to action in such person's official capacity and as to
action in another capacity while holding such office or position,
and shall continue as to a person who has ceased to be an
authorized representative of the Corporation and shall inure to
the benefit of the heirs, executors, and administrators of such
person. Any repeal or modification of this Article VIII by the
shareholders or the Board of Directors of the Corporation shall
not adversely affect any right or protection existing at the time
of such repeal or modification to which any person may be
entitled under this Article.
SECTION 8.8. DEFINITION OF CORPORATION. For purposes
of this Article, references to "the Corporation" shall include,
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in consolidation or merger that, if its separate existence had
continued, would have had power and authority to indemnify its
authorized representatives so that any person who is or was an
authorized representative of such constituent corporation shall
stand in the same position under this Article with respect to the
resulting or surviving corporation as he would have with respect
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to such constituent corporation if its separate existence had
continued.
SECTION 8.9. DEFINITION OF AUTHORIZED REPRESENTATIVE.
For the purposes of this Article, the term "authorized
representative" shall mean a director, officer, employee, or
agent of the Corporation or of any subsidiary of the Corporation
or a trustee, custodian, administrator, committeeman, or
fiduciary of any employee benefit plan established and maintained
by the Corporation or by any subsidiary of the Corporation, or a
person serving another corporation, partnership, joint venture,
trust, or other enterprise in any of the foregoing capacities at
the request of the Corporation.
The Company has entered into agreements with certain
directors and officers to indemnify them to the fullest
extent permitted by law against liabilities incurred while
serving in any capacity for the Company or for any other entity
at the request of the Company. The Company also has obtained
insurance covering liability of its directors and officers for
their actions as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith as part of
this Registration Statement:
EXHIBIT NO. AND DESCRIPTION
___________________________
4.1 Articles of Incorporation of Trion, Inc., incorporated
by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1985.
4.2 Trion, Inc. 1995 Stock Incentive Plan.
Incorporated by reference to Annex A to the Company's
Proxy Statement dated March 13, 1995.
4.3 Form of Incentive Stock Option Agreement.
4.4 Form of Non-Statutory Stock Option Agreement.
5.1 Opinion of Kirkpatrick & Lockhart as to the legality of
the securities being registered.
23.1 Consent of Independent Auditors.
23.2 The consent of Kirkpatrick & Lockhart to the use of its
opinion as an exhibit to this Registration Statement is
included in its opinion filed as Exhibit 5.1.
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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;
(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
Exchange Act that are incorporated
by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
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(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
* * *
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Sanford, State of North Carolina, on this 18th day of
April, 1995.
TRION, INC.
By: /s/ Steven L. Schneider
_______________________
Steven L. Schneider
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Trion, Inc. hereby constitutes and
appoints Calvin J. Monsma his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and
all capacities, to sign one or more amendments to this
Registration Statement on Form S-8 under the Securities Act,
including post-effective amendments and other related documents,
and to file the same with the Commission under said Act, hereby
granting power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement and the foregoing Power of Attorney have
been signed by the following persons on April 18, 1995 in the
capacities indicated:
Signature Title
--------- -----
/s/ Steven L. Schneider
________________________ President, Chief
Steven L. Schneider Executive Officer
and Director
(Principal Executive Officer)
/s/ Calvin J. Monsma
________________________ Vice President and
Calvin J. Monsma Chief Financial Officer
(Principal Financial and
Accounting Officer)
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/s/ Hugh E. Carr
________________________ Director
Hugh E. Carr
/s/ Edwin V. Clarke, Jr.
________________________ Director
Edwin V. Clarke, Jr.
/s/ Joseph W. Deering
________________________ Director
Joseph W. Deering
/s/ Seddon Goode, Jr.
________________________ Director
Seddon Goode, Jr.
/s/ James E. Heins
________________________ Director
James E. Heins
/s/ Grant R. Meyers
________________________ Director
Grant R. Meyers
/s/ Samuel J. Wornom III
________________________ Director
Samuel J. Wornom III
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. AND DESCRIPTION PAGE NO.
___________________________ ________
4.1 Articles of Incorporation of
Trion, Inc., incorporated
by reference to Exhibit 3.1 to
the Company's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1985.
4.2 Trion, Inc. 1995 Stock Incentive
Plan. Incorporated by reference
to Annex A to the Company's
Proxy Statement dated March 13, 1995.
4.3 Form of Incentive Stock Option
Agreement. II-15
4.4 Form of Non-Statutory Stock Option
Agreement. II-23
5.1 Opinion of Kirkpatrick & Lockhart as II-31
to the legality of the securities
being registered.
23.1 Consent of Independent Auditors. II-32
23.2 The consent of Kirkpatrick & Lockhart
to the use of its opinion as an exhibit
to this Registration Statement is included
in its opinion filed as Exhibit 5.1.
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EXHIBIT 4.3
Trion, Inc.
1995 Stock Incentive Plan
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the ______ day of
__________, 19__ by and between Trion, Inc. (hereinafter called
the "Company"), a Pennsylvania corporation having its principal
place of business in Sanford, North Carolina.
A
N
D
______________________, an employee of the Company or its
subsidiary (hereinafter called "Optionee").
WITNESSETH THAT:
WHEREAS, the Company desires to attract and retain
highly competent employees and to motivate Optionee to achieve
long-term corporate objectives; and
WHEREAS, in order to provide such an incentive to its
employees, the Company has adopted the Trion, Inc. 1995 Stock
Incentive Plan (the "Plan"); and
WHEREAS, the Company desires to grant to Optionee under
the Plan options to purchase shares of the common stock of the
Company, par value $0.50 per share (the "Common Stock"), which
options qualify as "incentive stock options" within the meaning
of Section 422 or any successor provision of the Internal Revenue
Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual
covenants and representations herein contained and intending to
be legally bound, the parties hereto agree as follows:
ARTICLE I
Definitions
1.1 Definitions and Incorporation by Reference.
Capitalized terms used but not defined herein shall have the
meanings set forth in the Plan. All other capitalized terms
shall have the meanings set forth herein. The terms of the Plan
are incorporated by reference in this Agreement as if set forth
herein in their entirety.
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ARTICLE II
Grant of Options
2.1 Grant. Subject to the terms and conditions of
this Agreement and the Plan, the Company hereby grants to
Optionee the right and option to purchase from the Company up to,
but not exceeding in the aggregate, ______ shares of the Common
Stock, at an option price of $__________ per share (the
"Options"), and for the period (the "Option Term") beginning on
__________, 19__ (the "Date of Grant") and ending on __________,
19__. The option price set forth herein equals the Fair Market
Value on the Date of Grant of the shares of Common Stock subject
to the Options; provided, however, that if Optionee is a Ten
Percent Holder, the option price set forth herein equals 110% of
the Fair Market Value on the Date of Grant of the shares of
Common Stock subject to the Options.
2.2 Incentive Stock Options. This Agreement grants
incentive stock options to Optionee within the meaning of Section
422 of the Code.
2.3 Section 422. Whenever possible, each provision in
this Agreement shall be interpreted in such a manner as to
entitle Optionee to the tax treatment afforded by Section 422 of
the Code, and if any provision of this Agreement shall be held
not to comply with requirements necessary to entitle Optionee to
such tax treatment, then (i) such provision shall be deemed to
have contained from the outset such language as shall be
necessary to entitle Optionee to the tax treatment afforded under
Section 422 of the Code, and (ii) all other provisions of this
Agreement relating to the Options shall remain in full force and
effect. If this Agreement does not explicitly include any terms
required to entitle Optionee to the tax treatment afforded by
Section 422 of the Code, all such terms shall be deemed implicit
in the designation of the Options and the Options shall be deemed
to have been granted subject to all such terms.
ARTICLE III
Vesting, Exercise and Withholding
3.1 Vesting. Options granted Optionee hereunder shall
become exercisable ("vest") according to the following schedule:
Number of Shares
Date of Vesting for which Options Vest
II-16
<PAGE>
Once Options have vested, they may be exercised at any time and
from time to time during the Option Term.
3.2 Acceleration of Vesting. In the event of a Change
in Control of the Company, all Options granted hereunder that are
outstanding on the date of such Change in Control shall become
immediately and fully exercisable.
3.3 Method of Exercise. Options shall be exercised by
Optionee by delivering to the Secretary of the Company not later
than 5:00 p.m. local time on the expiration date of the Option, a
Notice in the form set forth as Exhibit A hereto,
[NOTE: Select one of the following alternatives]
[together with a check payable to the order of the Company in the
amount of the option price of the shares being purchased]
or
[together with a check payable to the Company, previously owned
shares of Common Stock duly endorsed to the Company with a stock
power executed in blank, or a combination of the foregoing, equal
in value in the aggregate to the option price of the shares being
purchased. For purposes hereof the value of any shares of Common
Stock tendered in payment of the option price shall be their Fair
Market Value on the day preceding the date of exercise. Payment
of all or any part of the option price in previously owned shares
shall be subject to such limitations and conditions as the
Committee shall determine at the time of exercise].
3.4 Tax Withholding. The Company shall notify
Optionee of the amount of withholding tax, if any, which must be
paid under federal and, where applicable, state and local law in
connection with the exercise of Options or the sale of shares of
Common Stock acquired upon the exercise of Options. The Company
may deduct such amount from Optionee's regular salary payments or
other compensation otherwise due and owing to Optionee. If the
full amount of the withholding tax cannot be recovered in this
manner, Optionee shall, forthwith upon the receipt of notice to
such effect, remit the deficiency to the Company. The Company
may, at the election of the Committee permit Optionee to pay such
withholding taxes, in whole or in part, by delivering to the
Company previously owned shares of Common Stock, subject to such
limitations and conditions as the Committee shall determine.
Shares so delivered shall be valued at their Fair Market Value on
the date on which the amount of tax to be withheld is determined.
Optionee shall notify the Company promptly upon any disposition
of any shares acquired upon exercise of the Options within two
years after the date of grant of the Options or one year after
the date of exercise of the Options.
II-17
<PAGE>
ARTICLE IV
Termination of Employment
4.1 Termination for Reasons Other than Disability or
Death. Upon Optionee's Termination of Employment other than by
reason of death or Disability, Optionee may, within three months
from the date of such Termination of Employment, but not after
the expiration of the Option Term, exercise all or any part of
the Options as were exercisable at the date of Termination of
Employment, if such Termination of Employment is not for Cause;
provided, however, that if such Termination of Employment is for
Cause, the right of Optionee to exercise such Options shall
terminate at the date of Termination of Employment.
4.2 Disability. Upon Optionee's Termination of
Employment by reason of Disability, Optionee may, within one year
after the Disability Date, but not after the expiration of the
Option Term, exercise all or a part of the Options which were
exercisable upon such Disability Date.
4.3 Death. In the event of Optionee's death while
employed by the Company or a Subsidiary or within the additional
period of time from the date of Optionee's Termination of
Employment and prior to the expiration of the Options as provided
in Section 4.2 above, or, solely with respect to a Termination of
Employment by reason of retirement on or after Optionee's
Retirement Date, as provided in Section 4.1 above, as the case
may be, to the extent all or a part of the Options was
exercisable as of the date of such Termination of Employment and
did not expire during such additional period and prior to
Optionee's death, the right of Optionee's Beneficiary to exercise
the Options shall expire upon the expiration of one year from the
date of Optionee's death or on the date of expiration of the
Option Term, whichever is earlier.
4.4 Unvested Options. To the extent all or any part
of the Options are not exercisable as of the date of Termination
of Employment, such right shall expire at the date of such
Termination of Employment.
ARTICLE V
Miscellaneous
5.1 Adjustments to Reflect Capital and Other Corporate
Changes. The Options and the exercise price for such Options
shall be appropriately adjusted to reflect any stock dividend,
stock split, combination or exchange of shares, recapitalization,
merger, consolidation or other change in capitalization with a
similar substantive effect upon the Options granted hereunder.
II-18
<PAGE>
After any reorganization, merger or consolidation in which the
Company is not the surviving corporation, Optionee shall, at no
additional cost, be entitled upon the exercise of the Options to
receive (subject to any required action by shareholders), in lieu
of the number of shares of Common Stock receivable pursuant
hereto, the number and class of shares of stock or other
securities to which Optionee would have been entitled pursuant to
the terms of the reorganization, merger or consolidation if, at
the time of such reorganization, merger or consolidation,
Optionee had been the holder of record of a number of shares of
stock equal to the number of shares receivable or exercisable
pursuant hereto. Comparable rights shall accrue to Optionee in
the event of successive reorganizations, mergers or
consolidations of the character described above.
5.2 No Other Rights with Respect to Capital and Other
Corporate Changes. Nothing contained in this Agreement shall be
deemed to confer upon Optionee any right to prevent or to approve
or vote upon any of the capital and other corporate changes
described in this Article V. The existence of the Options
granted hereunder shall not affect in any way the right or the
power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or
any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stocks ahead of
or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character
or otherwise.
5.3 Optionee. Whenever the word "Optionee" is used in
any provision of this Agreement under circumstances where the
provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom
Options may be transferred by will or by the laws of descent and
distribution, the word "Optionee" shall be deemed to include such
person or persons.
5.4 No Transferability. The Options granted hereunder
are not transferable by Optionee otherwise than by will or the
laws of descent and distribution and are exercisable during
Optionee's lifetime only by him or her. No assignment or
transfer of the Options granted hereunder, or of the rights
represented thereby, whether voluntary or involuntary, by
operation of law or otherwise (except by will or the laws of
descent and distribution), shall vest in the assignee or
transferee any interest or right herein whatsoever, but
immediately upon any such assignment or transfer the Options
shall terminate and become of no further effect. Optionee's
Beneficiary may exercise Optionee's rights only to the extent
II-19
<PAGE>
they are exercisable at the date of Optionee's death, and as
provided in Section 4.3.
5.5 No Rights as Shareholder. Optionee shall have no
rights as a shareholder with respect to the shares of Common
Stock covered by the Options until Optionee shall have become the
holder of record of such shares and, subject to Section 5.1, no
adjustment shall be made for dividends in cash or other property
or distributions or other rights with respect to such shares for
which the record date is prior to the date on which Optionee
shall have become the holder of record of the shares covered by
the Options.
5.6 No Right to Employment. Nothing in this Agreement
or the Plan shall confer upon Optionee any right to continue in
the employ of the Company or shall affect the right of the
Company or any Subsidiary to terminate the employment of Optionee
with or without Cause.
5.7 Compliance with Law. Notwithstanding any other
provision hereof, Optionee hereby agrees that he or she will not
exercise the Options granted hereunder, and that the Company will
not be obligated to issue any shares to Optionee hereunder, if
the exercise thereof or the issuance of such shares shall
constitute a violation by Optionee or the Company of any
provision of any law or regulation of any governmental authority.
Any determination in this connection by the Company shall be
final and binding. The Company has registered the securities
underlying the Options pursuant to the Securities Act of 1933 (as
the same shall be in effect from time to time); however, the
Company shall in no event be obligated to keep such registration
effective or to take any other affirmative action in order to
cause the exercise of the Options or the issuance of shares
pursuant thereto to comply with any law or regulation of any
governmental authority.
5.8 Awards Not Includable for Benefit Purposes.
Income recognized by Optionee pursuant to the provisions of this
Agreement shall not be included in the determination of benefits
under any employee pension benefit plan (as such term is defined
in Section 3(2) of the Employee Retirement Income Security Act of
1974), group insurance or other benefit plan applicable to
Optionee which are maintained by the Company or any of its
subsidiaries, except as may be provided under the terms of such
plans.
5.9 Notices. Every notice or other communication
relating to this Agreement shall be in writing and shall be
mailed to or delivered to the party for whom it is intended at
such address as may from time to time be designated by it in a
notice mailed or delivered to the other party as herein provided;
provided, however, that unless and until some other address be so
II-20
<PAGE>
designated, all notices or communications by Optionee to the
Company shall be mailed or delivered to the Company at its office
at 101 McNeill Road, Sanford, North Carolina 27331-0760,
Attention: Secretary, and all notices or communications
by the Company to Optionee may be given to Optionee personally or
may be mailed to him or her at the current address for Optionee
included in the Company's records.
5.10 Plan Provisions Control. In the event any
provision of this Agreement shall conflict with any of the terms
in the Plan as constituted on the date hereof, the term in the
Plan as constituted on the date hereof shall control.
5.11 Governing Law. This Agreement shall be construed
under and governed by the laws of the Commonwealth of
Pennsylvania, other than the conflict of laws provisions of such
laws, and shall be construed in accordance therewith.
5.12 Interpretation. No rule of strict construction
shall be implied against the Company in the interpretation of any
of the terms of this Agreement.
5.13 Rule 16b-3. The Company is authorized to modify
this Agreement to comply with Rule 16b-3 promulgated by the
Securities and Exchange Commission, as it may be amended from
time to time, and to make any other such amendments or
modifications as it deems necessary or appropriate to better
accomplish the purposes of the Plan in light of any amendments
made to Rule 16b-3.
5.14 Entire Agreement and Severability. This
Agreement constitutes the entire agreement of the parties with
respect to the Options. This Agreement may be amended at any
time by written agreement of the parties hereto. Whenever
possible, each provision in this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall at any time be
held to be prohibited by or invalid under applicable law, then
(i) such provision shall be deemed amended to accomplish the
objectives of the provision as originally written to the fullest
extent permitted by law and (ii) all other provisions of this
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.
OPTIONEE: TRION, INC.
______________________________ By:___________________________
Title:________________________
II-21
<PAGE>
EXHIBIT A
EXERCISE OF INCENTIVE STOCK OPTION
Pursuant to the provisions of the Incentive Stock
Option Agreement entered into as of __________, 19__ between
Trion, Inc. (the "Company") and ________________, Optionee (the
"Agreement"), I hereby exercise the incentive stock option
granted under the terms of the Agreement to the extent of _____
shares of the Common Stock (the "Common Stock") of the Company
(the "Shares"). [I deliver to the Company herewith $__________
in cash in payment for the Shares.] or [I deliver to the Company
herewith the following in payment for the Shares:
__________ in cash and/or
certificates for __________ shares of Common Stock.]
Date: ________________________ ______________________________
Optionee
______________________________
Address
______________________________
Social Security Number
II-22
EXHIBIT 4.4
Trion, Inc.
1995 Stock Incentive Plan
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the ______ day of
__________, 19__ by and between Trion, Inc. (hereinafter called
the "Company"), a Pennsylvania corporation having its principal
place of business in Sanford, North Carolina.
A
N
D
______________________, an employee of the Company or its
subsidiary (hereinafter called "Optionee").
WITNESSETH THAT:
WHEREAS, the Company desires to attract and retain
highly competent employees and to motivate Optionee to achieve
long-term corporate objectives; and
WHEREAS, in order to provide such an incentive to its
employees, the Company has adopted the Trion, Inc. 1995 Stock
Incentive Plan (the "Plan"); and
WHEREAS, the Company desires to grant to Optionee under
the Plan options to purchase shares of the common stock of the
Company, par value $0.50 per share (the "Common Stock"), which
options are not intended to qualify as "incentive stock options"
within the meaning of Section 422 or any successor provision of
the Internal Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual
covenants and representations herein contained and intending to
be legally bound, the parties hereto agree as follows:
ARTICLE I
Definitions
1.1 Definitions and Incorporation by Reference.
Capitalized terms used but not defined herein shall have the
meanings set forth in the Plan. All other capitalized terms
shall have the meanings set forth herein. The terms of the Plan
are incorporated by reference in this Agreement as if set forth
herein in their entirety.
II-23
<PAGE>
ARTICLE II
Grant of Options
2.1 Grant. Subject to the terms and conditions of
this Agreement and the Plan, the Company hereby grants to
Optionee the right and option to purchase from the Company up to,
but not exceeding in the aggregate, ______ shares of the Common
Stock, at an option price of $__________ per share (the
"Options"), and for the period (the "Option Term") beginning on
__________, 19__ (the "Date of Grant") and ending on __________,
19__. The option price set forth herein equals the Fair Market
Value on the Date of Grant of the shares of Common Stock subject
to the Options.
2.2 Non-Statutory Options. The Options are not
incentive stock options within the meaning of Section 422 of the
Code.
ARTICLE III
Vesting, Exercise and Withholding
3.1 Vesting. Options granted Optionee hereunder shall
become exercisable ("vest") according to the following schedule:
Number of Shares
Date of Vesting for which Options Vest
Once Options have vested, they may be exercised at any time and
from time to time during the Option Term.
3.2 Acceleration of Vesting. In the event of a Change
in Control of the Company, all Options granted hereunder that are
outstanding on the date of such Change in Control shall become
immediately and fully exercisable.
3.3 Method of Exercise. Options shall be exercised by
Optionee by delivering to the Secretary of the Company not later
than 5:00 p.m. local time on the expiration date of the Option, a
Notice in the form set forth as Exhibit A hereto,
[NOTE: Select one of the following alternatives]
II-24
<PAGE>
[together with a check payable to the order of the Company in the
amount of the option price of the shares being purchased]
or
[together with a check payable to the Company, previously owned
shares of Common Stock duly endorsed to the Company with a stock
power executed in blank, or a combination of the foregoing, equal
in value in the aggregate to the option price of the shares being
purchased. For purposes hereof the value of any shares of Common
Stock tendered in payment of the option price shall be their Fair
Market Value on the day preceding the date of exercise. Payment
of all or any part of the option price in previously owned shares
shall be subject to such limitations and conditions as the
Committee shall determine at the time of exercise].
3.4 Tax Withholding. The Company shall notify
Optionee of the amount of withholding tax, if any, which must be
paid under federal and, where applicable, state and local law in
connection with the exercise of Options. The Company may deduct
such amount from Optionee's regular salary payments or other
compensation otherwise due and owing to Optionee. If the full
amount of the withholding tax cannot be recovered in this manner,
Optionee shall, forthwith upon the receipt of notice to such
effect, remit the deficiency to the Company. The Company may, at
the election of the Committee, permit Optionee to pay such
withholding taxes, in whole or in part, by delivering to the
Company previously owned shares of Common Stock, by surrendering
Options or by tendering back to the Company shares of Common
Stock issued upon exercise of the Options, in each case subject
to such limitations and conditions as the Committee shall
determine. Shares so delivered, withheld or tendered back shall
be valued at their Fair Market Value on the date on which the
amount of tax to be withheld is determined.
ARTICLE IV
Termination of Employment
4.1 Termination for Reasons Other than Disability,
Retirement or Death. Upon Optionee's Termination of Employment
other than by reason of death, Disability, or retirement on or
after Optionee's Retirement Date, Optionee may, within three
months from the date of such Termination of Employment, but not
after the expiration of the Option Term, exercise all or any part
of the Options as were exercisable at the date of Termination of
Employment, if such Termination of Employment is not for Cause;
provided, however, that if such Termination of Employment is for
Cause, the right of Optionee to exercise such Options shall
terminate at the date of Termination of Employment.
II-25
<PAGE>
4.2 Disability or Retirement. Upon Optionee's
Termination of Employment by reason of Disability or retirement
on or after Optionee's Retirement Date, Optionee may, within two
years after the Disability Date or Retirement Date, as the case
may be, but not after the expiration of the Option Term, exercise
all or a part of the Options which were exercisable upon such
Disability Date or Retirement Date.
4.3 Death. In the event of Optionee's death while
employed by the Company or a Subsidiary or within the additional
period of time from the date of Optionee's Termination of
Employment and prior to the expiration of the Options as provided
in Section 4.2 above, to the extent all or a part of the Options
was exercisable as of the date of such Termination of Employment
and did not expire during such additional period and prior to
Optionee's death, the right of Optionee's Beneficiary to exercise
the Options shall expire upon the expiration of one year from the
date of Optionee's death or on the date of expiration of the
Option Term, whichever is earlier.
4.4 Unvested Options. To the extent all or any part
of the Options are not exercisable as of the date of Termination
of Employment, such right shall expire at the date of such
Termination of Employment.
ARTICLE V
Miscellaneous
5.1 Adjustments to Reflect Capital and Other Corporate
Changes. The Options and the exercise price for such Options
shall be appropriately adjusted to reflect any stock dividend,
stock split, combination or exchange of shares, recapitalization,
merger, consolidation or other change in capitalization with a
similar substantive effect upon the Options granted hereunder.
After any reorganization, merger or consolidation in which the
Company is not the surviving corporation, Optionee shall, at no
additional cost, be entitled upon the exercise of the Options to
receive (subject to any required action by shareholders), in lieu
of the number of shares of Common Stock receivable pursuant
hereto, the number and class of shares of stock or other
securities to which Optionee would have been entitled pursuant to
the terms of the reorganization, merger or consolidation if, at
the time of such reorganization, merger or consolidation,
Optionee had been the holder of record of a number of shares of
stock equal to the number of shares receivable or exercisable
pursuant hereto. Comparable rights shall accrue to Optionee in
the event of successive reorganizations, mergers or
consolidations of the character described above.
5.2 No Other Rights with Respect to Capital and Other
Corporate Changes. Nothing contained in this Agreement shall be
II-26
<PAGE>
deemed to confer upon Optionee any right to prevent or to approve
or vote upon any of the capital and other corporate changes
described in this Article V. The existence of the Options
granted hereunder shall not affect in any way the right or the
power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or
any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stocks ahead of
or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character
or otherwise.
5.3 Optionee. Whenever the word "Optionee" is used in
any provision of this Agreement under circumstances where the
provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom
Options may be transferred by will or by the laws of descent and
distribution, the word "Optionee" shall be deemed to include such
person or persons.
5.4 No Transferability. The Options granted hereunder
are not transferable by Optionee otherwise than by will or the
laws of descent and distribution and are exercisable during
Optionee's lifetime only by him or her. No assignment or
transfer of the Options granted hereunder, or of the rights
represented thereby, whether voluntary or involuntary, by
operation of law or otherwise (except by will or the laws of
descent and distribution), shall vest in the assignee or
transferee any interest or right herein whatsoever, but
immediately upon any such assignment or transfer the Options
shall terminate and become of no further effect. Optionee's
Beneficiary may exercise Optionee's rights only to the extent
they are exercisable at the date of Optionee's death, and as
provided in Section 4.3.
5.5 No Rights as Shareholder. Optionee shall have no
rights as a shareholder with respect to the shares of Common
Stock covered by the Options until Optionee shall have become the
holder of record of such shares and, subject to Section 5.1, no
adjustment shall be made for dividends in cash or other property
or distributions or other rights with respect to such shares for
which the record date is prior to the date on which Optionee
shall have become the holder of record of the shares covered by
the Options.
5.6 No Right to Employment. Nothing in this Agreement
or the Plan shall confer upon Optionee any right to continue in
the employ of the Company or shall affect the right of the
II-27
<PAGE>
Company or any Subsidiary to terminate the employment of Optionee
with or without Cause.
5.7 Compliance with Law. Notwithstanding any other
provision hereof, Optionee hereby agrees that he or she will not
exercise the Options granted hereunder, and that the Company will
not be obligated to issue any shares to Optionee hereunder, if
the exercise thereof or the issuance of such shares shall
constitute a violation by Optionee or the Company of any
provision of any law or regulation of any governmental authority.
Any determination in this connection by the Company shall be
final and binding. The Company has registered the securities
underlying the Options pursuant to the Securities Act of 1933 (as
the same shall be in effect from time to time); however, the
Company shall in no event be obligated to keep such registration
effective or to take any other affirmative action in order to
cause the exercise of the Options or the issuance of shares
pursuant thereto to comply with any law or regulation of any
governmental authority.
5.8 Awards Not Includable for Benefit Purposes.
Income recognized by Optionee pursuant to the provisions of this
Agreement shall not be included in the determination of benefits
under any employee pension benefit plan (as such term is defined
in Section 3(2) of the Employee Retirement Income Security Act of
1974), group insurance or other benefit plan applicable to
Optionee which are maintained by the Company or any of its
subsidiaries, except as may be provided under the terms of such
plans.
5.9 Notices. Every notice or other communication
relating to this Agreement shall be in writing and shall be
mailed to or delivered to the party for whom it is intended at
such address as may from time to time be designated by it in a
notice mailed or delivered to the other party as herein provided;
provided, however, that unless and until some other address be so
designated, all notices or communications by Optionee to the
Company shall be mailed or delivered to the Company at its office
at 101 McNeill Road, Sanford, North Carolina 27331-0760,
Attention: Secretary, and all notices or communications
by the Company to Optionee may be given to Optionee personally or
may be mailed to him or her at the current address for Optionee
included in the Company's records.
5.10 Plan Provisions Control. In the event any
provision of this Agreement shall conflict with any of the terms
in the Plan as constituted on the date hereof, the term in the
Plan as constituted on the date hereof shall control.
5.11 Governing Law. This Agreement shall be construed
under and governed by the laws of the Commonwealth of
II-28
<PAGE>
Pennsylvania, other than the conflict of laws provisions of such
laws, and shall be construed in accordance therewith.
5.12 Interpretation. No rule of strict construction
shall be implied against the Company in the interpretation of any
of the terms of this Agreement.
5.13 Rule 16b-3. The Company is authorized to modify
this Agreement to comply with Rule 16b-3 promulgated by the
Securities and Exchange Commission, as it may be amended from
time to time, and to make any other such amendments or
modifications as it deems necessary or appropriate to better
accomplish the purposes of the Plan in light of any amendments
made to Rule 16b-3.
5.14 Entire Agreement and Severability. This
Agreement constitutes the entire agreement of the parties with
respect to the Options. This Agreement may be amended at any
time by written agreement of the parties hereto. Whenever
possible, each provision in this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall at any time be
held to be prohibited by or invalid under applicable law, then
(i) such provision shall be deemed amended to accomplish the
objectives of the provision as originally written to the fullest
extent permitted by law and (ii) all other provisions of this
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.
OPTIONEE: TRION, INC.
______________________________ By:___________________________
Title:________________________
II-29
<PAGE>
EXHIBIT A
EXERCISE OF NON-STATUTORY STOCK OPTION
Pursuant to the provisions of the Non-Statutory Stock
Option Agreement entered into as of __________, 19__ between
Trion, Inc. (the "Company") and ________________, Optionee (the
"Agreement"), I hereby exercise the non-statutory stock option
granted under the terms of the Agreement to the extent of _____
shares of the Common Stock (the "Common Stock") of the Company
(the "Shares"). [I deliver to the Company herewith $__________
in cash in payment for the Shares.] or [I deliver to the Company
herewith the following in payment for the Shares:
__________ in cash and/or
certificates for __________ shares of Common Stock.]
Date: ________________________ ______________________________
Optionee
______________________________
Address
______________________________
Social Security Number
II-30
Exhibit 5.1
May 3, 1995
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have acted as counsel to Trion, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, covering an aggregate of 285,000 shares (the
"Shares") of the Company's Common Stock, par value $.50 per share
("Common Stock"), issuable pursuant to the Trion, Inc. 1995 Stock
Incentive Plan (the "Stock Incentive Plan").
We are familiar with the Registration Statement and the
Stock Incentive Plan and we have made such other investigation and
examined such other instruments and documents as we deem
necessary to express the following opinion. On the basis of the
foregoing, we are of the opinion that:
(1) The Company is duly incorporated and validly existing
under the laws of the Commonwealth of Pennsylvania and has an
authorized capital consisting of 20,000,000 shares of Common
Stock.
(2) The Shares have been duly authorized and reserved for
issuance pursuant to the Stock Incentive Plan, and, when issued in
accordance with the provisions thereof, the Shares will be validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Yours truly,
KIRKPATRICK & LOCKHART LLP
II-31
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the second
paragraph of Item 3 in the Registration Statement (Form S-8 No.
33-00000) pertaining to the Trion, Inc. 1995 Stock Incentive
Plan and to the incorporation by reference therein of our
reports dated January 26, 1995, with respect to the
consolidated financial statements of Trion, Inc. incorporated
by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1994 and the related financial statement
schedule included therein, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Raleigh, North Carolina
May 4, 1995
II-32
