-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O+Fa20thGyTYY5mKIIZd2TJACCkEP8Ekhvj0rjMR6BD5m6cWx9zsN350yMRF2Asd 3jJ7UjlxCF+61ZlMf4Xlpw== 0000100790-94-000017.txt : 19940511 0000100790-94-000017.hdr.sgml : 19940511 ACCESSION NUMBER: 0000100790-94-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940510 EFFECTIVENESS DATE: 19940529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CORP /NEW/ CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: 2821 IRS NUMBER: 131421730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53573 FILM NUMBER: 94526965 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 BUSINESS PHONE: 2037942000 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE CORP DATE OF NAME CHANGE: 19890806 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE & CARBON CORP DATE OF NAME CHANGE: 19710317 S-8 1 MAY994 S-8 TEXT Registration No. 33- _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Union Carbide Corporation (Exact name of registrant as specified in its charter) New York 13-1421730 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 39 Old Ridgebury Road, Danbury, CT 06817-0001 (Address of principal executive offices) 1994 Union Carbide Corporation Long Term Incentive Plan (Full title of the plan) Joseph E. Geoghan Vice President, General Counsel and Secretary Union Carbide Corporation 39 Old Ridgebury Road, Danbury, CT 06817-0001 (Name and address of agent for service) (203) 794-2000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Title of Proposed maximum Amount securities maximum aggregate of to be Amount to be offering offering registration registered registered price per price (1) fee share (1) _________________________________________________________________ Common 7,500,000 $25.81 $193,575,000 $66,749.89 Stock shares $1.00 par value (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices reported in the consolidated reporting system on May 6, 1994. _________________________________________________________________ The Prospectus which is part of this Registration Statement also relates to previously filed Registration Statements Nos. 2- 90419 and 33-22125. This statement is made pursuant to Rule 429(b). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified by Part I of this Form S-8 Registration Statement (the "Registration Statement") will be sent or given to participants in the 1994 Union Carbide Corporation Long Term Incentive Plan (the "Plan") of Union Carbide Corporation, a New York corporation, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act. For purposes of this Registration Statement, the term "Company" shall mean, for all periods prior to May 1, 1994, Union Carbide Corporation ("UCC") and its wholly owned subsidiary, Union Carbide Chemicals and Plastics Company Inc. ("UCC&P"). On April 27, 1994, the shareholders of Union Carbide Corporation voted to merge UCC into its wholly owned subsidiary, UCC&P (the "Merger"). For all periods including and subsequent to May 1, 1994, the effective date of the Merger, the term "Company" shall mean the surviving company, UCC&P, which is known as Union Carbide Corporation. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by the Company with the Commission and are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1993, which includes a description of the Company's Common Stock. (b) All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference 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. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 721 through 726 of the New York Business Corporation Law provide for indemnification of directors and officers. If a director or officer is successful on the merits or otherwise in a legal proceeding, he must be indemnified to the extent he was successful. Further, indemnification is permitted in both third-party and derivative suits if he acted in good faith and for a purpose he reasonably believed was in the best interest of the Company, and if, in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification under this provision applies to judgments, fines, amounts paid in settlement and reasonable expenses, in the case of third party actions, and amounts paid in settlement and reasonable expenses, in the case of derivative actions. In a derivative action, however, a director or officer may not be indemnified for amounts paid to settle such a suit or for any claim, issue or matter as to which such person shall have been adjudged liable to the Company absent a court determination that the person is fairly and reasonably entitled to indemnity. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the board or shareholders, indemnification shall be awarded by the proper court pursuant to Section 724 of the New York Business Corporation Law. Under New York law, expenses may be advanced upon receipt of an undertaking by or on behalf of the director or officer to repay the amounts in the event the recipient is ultimately found not to be entitled to indemnification. The advance is conditioned only upon receipt of the undertaking and not upon a finding that the officer or director has met the applicable indemnity standards. Article V of the Company's By-Laws requires it to indemnify each of its past, present and future directors, officers and employees to the fullest extent permitted by law for any and all costs and expenses resulting from or relating to any suit or claim arising out of service to the Company or to other organizations at the Company's request. The Company has entered into indemnity agreements with each of its directors and officers which require the Company, among other things, to indemnify each director or officer for all costs and expenses of suits and claims (to the fullest extent permitted by law), and to advance to each director or officer the costs and expenses of defending any suit or claim if such director or officer undertakes to pay back such advances to the extent required by law. These provisions do not apply to any suit or claim voluntarily commenced by the director or officer against the Company, unless the institution of such proceeding was approved by a majority of the Board of Directors or the director or officer is successful on the merits in such proceeding. Section 402 of the New York Business Corporation Law permits the Company to include in its certificate of incorporation provisions eliminating the personal liability of directors to the Company or its shareholders for any breach of duty in such capacity unless a judgment or final adjudication adverse to the director that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained a financial profit or other advantage to which he was not legally entitled or his acts violated Section 719 of the New York Business Corporation Law. The certificate of incorporation of the Company contains a provision eliminating the personal liability of its directors to the Company and its shareholders except to the extent such liability may not be eliminated by law. The Company carries directors' and officers' insurance which covers its directors and officers against certain liabilities they may incur when acting in their capacity as directors or officers of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit Number Description 4 1994 Union Carbide Corporation Long Term Incentive Plan 5 Opinion of Kelley Drye & Warren, Counsel to Company, as to the legality of the shares being registered under this Registration Statement. 23.1 Consent of KPMG Peat Marwick, Independent Auditors 23.2 Consent of Price Waterhouse, Independent Accountants 23.3 Consent of Kelley Drye & Warren (included in opinion filed as Exhibit 5) 24 Powers of Attorney of Directors and Certain Officers of the Company (included on the signature pages hereof) ITEM 9. UNDERTAKINGS. The undersigned Company 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; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided however that subparagraphs (i) and (ii) do not apply if the information required to be included in a post- effective amendment by those subparagraphs is contained in periodic reports filed by the Company pursuant to Section 13 or 15(d) of the 1934 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. (4) That, for the purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act), that it 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. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions described in Item 6 of this Registration Statement, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Danbury, State of Connecticut on this 9th day of May, 1994. UNION CARBIDE CORPORATION By:JOHN K. WULFF Vice President, Controller and Principal Accounting Officer POWER OF ATTORNEY We, the undersigned officers and directors of Union Carbide Corporation, hereby severally constitute and appoint Robert D. Kennedy, John K. Wulff and Gilbert E. Playford, and each of them singly, our true and lawful attorney, with full power to them, to sign for us in our names in the capacities indicated below, this Registration Statement and any and all further post-effective amendments to this Registration Statement, and generally to do all things in our name and on our behalf in such capacities to enable Union Carbide Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Signature Title Date ROBERT D. KENNEDY Director, Chairman May 9, 1994 of the Board and Chief Executive Officer (Principal Executive Officer) GILBERT E. PLAYFORD Vice-President May 9, 1994 (Principal Financial Officer) JOHN K. WULFF Vice-President, May 9, 1994 Controller (Principal Accounting Officer) JOHN J. CREEDON Director May 9, 1994 C. FRED FETTEROLF Director May 9, 1994 JOSEPH E. GEOGHAN Director May 9, 1994 RAINER E. GUT Director May 9, 1994 JAMES M. HESTER Director May 9, 1994 WILLIAM H. JOYCE Director May 9, 1994 RONALD L. KUEHN, JR. Director May 9, 1994 C. PETER McCOLOUGH Director May 9, 1994 ROZANNE L. RIDGWAY Director May 9, 1994 WILLIAM S. SNEATH Director May 9, 1994 EXHIBIT INDEX Sequential Page Exhibit Number Description Number 4 1994 Union Carbide Corporation Long Term Incentive Plan 5 Opinion of Kelley Drye & Warren, Counsel to Company, as to the legality of the shares being registered under this Registration Statement 23.1 Consent of KPMG Peat Marwick, Independent Auditors 23.2 Consent of Price Waterhouse, Independent Accountants 23.3 Consent of Kelley Drye & Warren (included in opinion filed as Exhibit 5) 24 Powers of Attorney of Directors and Certain Officers of the Company (included on the signature pages hereof) EX-4 2 EXHIBIT 4 MAY994 S-8 EXHIBIT 4 1994 UNION CARBIDE LONG-TERM INCENTIVE PLAN 1994 UNION CARBIDE LONG-TERM INCENTIVE PLAN Section 1: Purpose. The purpose of the 1994 Union Carbide Long- Term Incentive Plan (hereinafter referred to as the "Plan") is to (a) advance the interests of Union Carbide Corporation (the "Corporation") and its stockholders by providing incentives and rewards to those employees who are in a position to contribute to the long-term growth and profitability of the Corporation; (b) assist the Corporation and its subsidiaries and affiliates in attracting, retaining, and motivating highly qualified employees for the successful conduct of their business; and (c) make the Corporation's compensation program competitive with those of other major employers. Section 2: Definitions. 2.1 A "Change in Control of the Corporation" shall be deemed to occur in the event that any of the following circumstances have occurred: (i) if a change in control of the Corporation would be required to be reported in response to Item 1(a) of the Current Report on Form 8- K as in effect on the date hereof, pursuant to Sections 13 or 15(d) of the Exchange Act, whether or not the Corporation is then subject to such reporting requirement; (ii) any "person" or "group" within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act (x) becomes the "beneficial owner", as defined in rule 13d-3 under the Exchange Act, of more than 20% of the then outstanding voting securities of the Corporation, otherwise than through a transaction or transactions arranged by, or consummated with the prior approval of, the Board or (y) acquires by proxy or otherwise the right to vote for the election of directors, for any merger or consolidation of the Corporation or for any other matter or question, more than 20% of the then outstanding voting securities of the Corporation, otherwise than through an arrangement or arrangements consummated with the prior approval of the Board; (iii)if during any period of twenty-four consecutive months (not including any period prior to the adoption of this section), Present Directors and/or New Directors cease for any reason to constitute a majority of the Board. For purposes of this subsection (iii), "Present Directors" shall mean individuals who at the beginning of such consecutive twenty-four month period were members of the Board and "New Directors" shall mean any director whose election by the Board or whose nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds of the Directors then still in office who were Present Directors or New Directors; or (iv) any "person" or "group" within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act that is the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act of 20% or more of the then outstanding voting securities of the Corporation commences soliciting proxies. 2.2: "Code" means the Internal Revenue Code of 1986, as now or hereafter amended. 2.3: "Employee" means all employees of the Corporation or of a subsidiary or affiliate of the Corporation participating in the Plan, including officers of the Corporation, as well as officers of the Corporation who are also directors of the Corporation. However, an individual who is a member of the Committee shall not be an "employee" for purposes of this Plan. 2.4: "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 2.5: "Exercise Payment" is a payment upon the exercise of a stock option of an amount determined by the Committee in its discretion, which amount shall not be greater than 60% of the excess of the Market Price over the option price of the stock acquired upon the exercise of the option. 2.6: "Incentive Stock Option" means any stock option granted pursuant to this Plan which is designated as such by the Committee and which complies with Section 422 of the Code. 2.7: "Market Price" is the mean of the high and low prices of the common stock of the Corporation as reported in the New York Stock Exchange-Composite Transactions on the date the option or stock appreciation right is exercised (or on the next preceding day such stock was traded on a stock exchange included in the New York Stock Exchange-Composite Transactions if it was not traded on any such exchange on the date the option or stock appreciation right is exercised), except that in the case of a stock appreciation right that is exercised for cash during the first three days of the ten-day period set forth in Section 7.5, "Market Price" is the highest daily closing price of the common stock of the Corporation as reported in the New York Stock Exchange-Composite Transactions during such ten-day period. Notwithstanding the foregoing provisions, if a stock appreciation right is exercised during the 60-day period commencing on the date of a Change in Control of the Corporation, the Market Price for purposes of determining the stock appreciation shall be the highest of (1) the market price of the common stock of the Corporation, as determined under the preceding sentence; (2) the highest market price of a share of the common stock of the Corporation during the period commencing on the ninetieth day preceding the date of exercise of the stock appreciation right and ending on the date of exercise of the stock appreciation right; (3) the highest price per share of common stock of the Corporation shown on Schedule 13D or an amendment thereto filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 by any person holding 20% of the combined voting power of the Corporation's then outstanding voting securities; or (4) the highest price paid or to be paid per share of common stock of the Corporation pursuant to a tender or exchange offer as determined by the Committee. 2.8: "Non-Qualified Stock Option" means any stock option granted pursuant to this Plan which is not an Incentive Stock Option. 2.9: "Retirement" shall mean retirement from employment by the Corporation or a subsidiary or affiliate with the right to receive immediately a non-actuarially reduced pension under the Corporation's Retirement Program. 2.10: "Restricted Stock" means stock of the Corporation subject to restrictions on the transfer of such stock, conditions of forfeitability of such stock, or any other limitations or restrictions as determined by the Committee. 2.11: "Stock Appreciation" shall be based on the excess of the Market Price of the common stock over the option price of the related option stock, as determined by the Committee. Section 3: Participation. The Participants in the Plan ("Participants") shall be those Employees serving in a managerial, administrative, or professional position who are selected to participate in the Plan by the Committee of the Board of Directors of the Corporation named to administer the Plan pursuant to Section 4. Section 4: Administration. The Plan shall be administered and interpreted by a Committee of three or more members of the Board of Directors (hereinafter referred to as the "Committee") appointed by the Board. Members of the Committee are not eligible to participate in the Plan and no member may have been eligible for selection as a person to whom stock may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to the Plan or any other plan of the Corporation or any of its affiliates within one year prior to serving on the Committee. All decisions and acts of the Committee shall be final and binding upon all Participants. The Committee shall: (i) determine the number and types of awards to be made under the Plan; (ii) select the awards to be made to Participants; (iii) set the option price, the number of options to be awarded, and the number of shares to be awarded out of the total number of shares available for award; (iv) delegate to the Chief Executive Officer of the Corporation the right to allocate awards among Employees who are not officers or directors of the Corporation within the meaning of the Exchange Act, such delegation to be subject to such terms and conditions as the Committee in its discretion shall determine; (v) establish administrative regulations to further the purpose of the Plan; and (vi) take any other action desirable or necessary to interpret, construe or implement properly the provisions of the Plan. Section 5: Awards. Awards under this Plan may be in any of the following forms (or a combination thereof): (i) stock option awards; (ii) stock appreciation rights; (iii) exercise payment rights; (iv) grants of stock or Restricted Stock; or (v) performance awards. Except as otherwise defined herein, "stock" shall mean the common stock, $1.00 par value, of the Corporation. All awards shall be made pursuant to award agreements between the Participant and the Corporation. The agreements shall be in such form as the Committee approves from time to time. a. Maximum Amount Available. The total number of shares of stock (including Restricted Stock, if any) optioned or granted under this Plan during the term of the Plan shall not exceed 7,500,000 shares. No Participant may be granted, in the aggregate, awards which would result in the Participant receiving more than 10% of the maximum number of shares available for award under the Plan. Solely for the purpose of computing the total number of shares of stock optioned or granted under this Plan, there shall not be counted any shares which have been forfeited and any shares covered by an option which, prior to such computation, has terminated in accordance with its terms or has been canceled by the Participant or the Corporation. b. Adjustment in the Event of Recapitalization, etc. In the event of any change in the outstanding shares of the Corporation by reason of any stock split, stock dividend, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change or in the event of any special distribution to the stockholders, the Committee shall make such equitable adjustments in the number of shares and prices per share applicable to options then outstanding and in the number of shares which are available thereafter for Stock Option Awards or other awards, both under the Plan as a whole and with respect to individuals, as the Committee determines are necessary and appropriate. Any such adjustment shall be conclusive and binding for all purposes of the Plan. Section 6: Stock Options. 6.1: The Corporation may award options to purchase common stock or Restricted Stock of the Corporation (hereinafter referred to as "Stock Option Awards") to such Participants as the Committee, or the Chief Executive Officer of the Corporation, if the Committee in its discretion delegates the right to allocate awards pursuant to Section 4, authorizes and under such terms as the Committee establishes. The Committee shall determine with respect to each Stock Option Award and designate in the grant whether a Participant is to receive an Incentive Stock Option or a Non-Qualified Stock Option. 6.2: The option price of each share of stock subject to a Stock Option Award shall be specified in the grant, but in no event shall the exercise price be less than the closing price of the common stock of the Corporation on the date the award is authorized as reported in the New York Stock Exchange-Composite Transactions. If the Participant to whom an Incentive Stock Option is granted owns, at the time of the grant, more than ten percent (10%) of the combined voting power of the Participant's employer or a parent or subsidiary of the employer, the option price of each share of stock subject to such grant shall be not less than one hundred ten percent (110%) of the closing price described in the preceding sentence. 6.3: A stock option by its terms shall not be transferable by the Participant other than by will or the laws of descent and distribution, and, during the Participant's lifetime, will be exercisable only by the Participant. A stock option by its terms also shall be of no more than 10 years' duration, except that an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than ten percent (10%) of the combined voting power of the Participant's employer or a parent or subsidiary of the employer shall be by its terms be of no more than five (5) years' duration. A stock option by its terms shall be exercisable only after the earliest of: (i) such period of time as the Committee shall determine and specify in the grant, but in no event less than one year following the date of grant of such award; (ii) the Participant's death; or (iii) a Change in Control of the Corporation. An option is only exercisable by a Participant while the Participant is in active employment with the Corporation, or its subsidiary, except (i) in the case of a Participant's death, Retirement or disability; (ii) during a three-year period commencing on the date of a Participant's termination of employment by the Corporation other than for cause; (iii) during a three-year period commencing on the date of termination, by the Participant or the Corporation, of employment after a Change in Control of the Corporation, unless such termination of employment is for cause; or (iv) if the Committee decides that it is in the best interest of the Corporation to permit individual exceptions. An option may not be exercised pursuant to this paragraph after the expiration date of the option. 6.4: An option may be exercised with respect to part or all of the shares subject to the option by giving written notice to the Corporation of the exercise of the option. The option price for the shares for which an option is exercised shall be paid on or within ten business days after the date of exercise in cash, in whole shares of common stock of the Corporation owned by the Participant prior to exercising the option, or in a combination of cash and such shares of common stock. The value of any share of common stock delivered in payment of the option price shall be its Market Price on the date the option is exercised. 6.5: The Committee may, in its discretion, grant to Participants holding stock options the right to receive with respect to each share covered by an option payments of amounts equal to the regular cash dividends paid to holders of the Company's common stock during the period that the option is outstanding (such payments are hereinafter referred to as "Dividend Payments"). 6.6: The aggregate fair market value of all shares of stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant in any one calendar year, under this Plan or any other stock option plan maintained by the Corporation (or by any subsidiary or parent of the Corporation), shall not exceed $100,000. The fair market value of such shares of stock shall be the mean of the high and low prices of the common stock of the Corporation as reported in the New York Stock Exchange - Composite Transactions on the date the related stock option is granted (or on the next preceding day such stock was traded on a stock exchange included in the New York Stock Exchange - Composite Transactions if it was not traded on any such exchange on the date the related stock option is granted). Section 7: Stock Appreciation Rights. 7.1: The Committee may, in its discretion, grant stock appreciation rights to Participants who have received a Stock Option Award. The stock appreciation rights may relate to such number of shares, not exceeding the number of shares that the Participant may acquire upon exercise of a related stock option, as the Committee determines in its discretion. Upon exercise of a stock option by a Participant, the stock appreciation rights relating to the shares covered by such exercise shall terminate. Upon termination or expiration of a stock option, any unexercised stock appreciation rights related to that option shall also terminate. Upon exercise of stock appreciation rights, such rights and the related option to the extent of an equal number of shares shall terminate. 7.2: The Committee at its discretion may revoke at any time any unexercised stock appreciation rights granted to a Participant under this Plan, without compensation to such Participant. Revocation of a Participant's stock appreciation rights under this section shall not affect any related stock options granted to the Participant under this Plan. 7.3: Upon a Participant's exercise of some or all of the Participant's stock appreciation rights, the Participant shall receive an amount equal to the value of the Stock Appreciation for the number of rights exercised, payable in cash, common stock, Restricted Stock, or a combination thereof, at the discretion of the Committee. 7.4: The Committee shall have the discretion either to determine the form in which payment of a stock appreciation right will be made, or to consent to or disapprove the election of the Participant to receive cash in full or partial settlement of the right. Such consent or disapproval may be given at any time before or after the election to which it relates. Notwithstanding the foregoing provision, if a Participant exercises a stock appreciation right during the 60-day period commencing on the date of a Change in Control of the Corporation, the form of payment of such stock appreciation right shall be cash, provided that such stock appreciation right was granted as least six months prior to the date of exercise, and shall be common stock if such stock appreciation right was granted six months or less prior to the date of the exercise. 7.5: Except in the case of a stock appreciation right that has granted at least six months prior to exercise and is exercised for cash during the 60-day period commencing on the date of the Change in Control of the Corporation, any election by the Participant to receive cash in full or partial settlement of the stock appreciation right, as well as any exercise by the Participant of the Participant's stock appreciation right for such cash, shall be made only during the period beginning on the third business day following the date of release of the quarterly or annual summary statements of sales and earnings and ending on the twelfth business day following such date. 7.6: Settlement for exercised stock appreciation rights may be deferred by the Committee in its discretion to such date and under such terms and conditions as the Committee may determine. 7.7: A stock appreciation right is only exercisable and transferable during the period when the stock option to which it is related is also exercisable and transferable, respectively. If the Participant is a person subject to Section 16 of the Exchange Act, the election to exercise the stock appreciation right may not be exercised within six months after the grant of the option, unless otherwise permitted by law. Section 8: Exercise Payments. 8.1: The Committee may, in its discretion, grant to Participants holding stock options the right to receive Exercise Payments relating to such number of shares covered by the Participant's stock options as the Committee determines in its discretion. Exercise Payments shall be reduced by the total amount which may have been received as Dividend Payments pursuant to Section 6.5 with respect to the stock option that is being exercised. 8.2: At the discretion of the Committee, the Exercise Payment may be made in cash, common stock, Restricted Stock, or a combination thereof; provided, however, Exercise Payments may be made in cash to Participants subject to Section 16(b) of the Exchange Act only if they exercise the related stock option during a period beginning on the third business day following the date of release of the quarterly or annual summary statements of sales and earnings and ending on the twelfth business day following such date. Exercise Payments shall be paid within 20 business days following the exercise of a related stock option; provided, however, that payment may be deferred by the Committee in its discretion to such date and under such terms and conditions as the Committee may determine. 8.3: Exercise Payments shall be paid only upon the exercise of related stock options which are exercised by the Participant while an active Employee; provided, however, that in the case of a Participant's death, Exercise Payments will be paid if the related stock options are exercised within nine months after death, but before the expiration of the stock option's term. In the case of a Participant's Retirement, any exercise payments awarded to the Participant will be paid if the stock options are exercised within the later of (i) three months after Retirement or (ii) three months after such options became exercisable, but before the expiration of the term of the stock option. Section 9: Grants of Stock. 9.1: The Committee may grant, either alone or in addition to other awards granted under the Plan, shares of stock or Restricted Stock to such Participants as the Committee, or the Chief Executive Officer of the Corporation, if the Committee in its discretion delegates the right to allocate awards pursuant to Section 4, authorizes and under such terms as the Committee establishes. The Committee, in its discretion, may also make a cash payment to a Participant granted shares of stock or Restricted Stock under the Plan to allow such Participant to satisfy tax obligations arising out of receipt of the stock or Restricted Stock. 9.2: The Committee from time to time may authorize a Participant to elect within 60 days of the receipt of the variable compensation payment paid by the Corporation to the Participant to deposit with the Corporation shares of common stock of the Corporation owned by the Participant with a value on the date of deposit not exceeding twenty-five percent (25%) of the variable compensation payment, and receive a matching grant of an equal number of shares of Restricted Stock subject to the following terms and conditions: (i) A Participant may designate shares of common stock of the Corporation (exclusive of ESOP Stock) held for the Participant's account in the Savings Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies (the "Savings Plan") in lieu of depositing shares of stock owned by the Participant. (ii) The Restricted Stock shall be issued and registered in the name of the Participant but shall be held in the custody of the Corporation until the Restricted Stock becomes non-forfeitable; (iii) The Restricted Stock shall not be transferable until the earlier of (a) three years from the date of grant and (b) the date the Restricted Stock becomes non-forfeitable; (iv) The Restricted Stock shall be forfeited by the Participant if the shares of common stock deposited with the Corporation (or designated pursuant to (i) above) do not remain deposited with the Corporation or so designated for three years from the date of grant; provided however, that such stock may be withdrawn without any resulting forfeiture upon the Participant's separation from service by reason of death, disability, Retirement or termination by the Corporation without cause if such separation from service occurs within the three year period; (v) The Restricted Stock shall be forfeited by the Participant if the Participant separates from service with the Corporation during the three year period from the date of grant. However, if a Participant separates from service on account of death, disability, or termination by the Corporation without cause, the Restricted Stock shall become nonforfeitable at the time of such separation from service. If the Participant separates from service on account of Retirement, the Restricted Stock shall become nonforfeitable at the expiration of three years from the date of grant, provided the Participant complies with clause (iv) above. (vi) Dividends paid on the stock held in the Participant's Savings Plan accounts and utilized for the purpose of obtaining the Restricted Stock grant under this Section 9.2 shall be paid according to the terms of the Savings Plan; (vii) Dividends paid on the stock deposited with the Corporation during the three-year period from the date of grant shall be distributed to the Participant, or, at the Participant's election, reinvested in the Union Carbide Dividend Reinvestment and Stock Purchase Plan; and (viii) Dividends paid on the Restricted Stock during the three year period from the date of grant shall be held in the custody of the Corporation and reinvested on the Participant's behalf in common stock of the Corporation at its market value at the time of purchase; provided, however, that the stock so purchased shall be forfeited by the Participant if the Restricted Stock to which the dividends relate is forfeited. This provision does not limit the Committee's authority under Section 9.1 to grant Restricted Stock to Participants under different terms than those described in this Section 9.2. Section 10: Performance Awards. 10.1: The Committee may grant, either alone or in addition to other awards granted under the Plan, awards of stock and other awards that are valued in whole or in part by reference to, or are otherwise based on, the market value of the common stock, Restricted Stock or other securities of the Corporation ("Performance Awards") to such Participants as the Committee, or the Chief Executive Officer of the Corporation, if the Committee in its discretion delegates the right to allocate awards pursuant to Section 4, authorizes and under such terms as the Committee establishes. Performance Awards may be paid in common stock, Restricted Stock or other securities of the Company, cash or any other form of property as the Committee shall determine. Performance Awards shall entitle the Participant to receive an award if the measures of performance established by the Committee are met. The measures of performance shall be established by the Committee in its absolute discretion. 10.2: The Committee shall determine the times at which Performance Awards are to be made and all conditions of such awards. 10.3: The Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares received pursuant to this Section 10 prior to the date on which any applicable restriction or performance period established by the Committee lapses. Section 11: General Provisions. 11.1: Any assignment or transfer of any awards without the written consent of the Corporation shall be null and void. 11.2: Nothing contained herein shall require the Corporation to segregate any monies from its general funds, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant for any year. 11.3: Participation in this Plan shall not affect the Corporation's right to discharge a Participant. 11.4: Restricted Stock may not be sold or transferred by the Participant until any restrictions that have been established by the Committee have lapsed. 11.5: The Participant shall have, with respect to Restricted Stock, all of the rights of a stockholder of the Corporation, including the right to vote the shares and the right to receive any dividends, unless the Committee shall otherwise determine. 11.6: Upon a Participant's termination of employment during the period any restrictions are in effect, all Restricted Stock shall be forfeited without compensation to the Participant unless the Committee decides that it is in the best interest of the Corporation to permit individual exceptions. Section 12: Amendment, Suspension, or Termination. 12.1: The Board of Directors may suspend, terminate, or amend the Plan, including but not limited to such amendments as may be necessary or desirable resulting from changes in the federal income tax laws and other applicable laws, but may not, without approval by the holders of a majority of all outstanding shares entitled to vote on the subject at a meeting of stockholders of the Corporation, increase the total number of shares of stock that may be optioned or granted under this Plan. 12.2: This Plan is intended to comply with the requirements of Rule 16b-3 under the Exchange Act, as applicable during the term of the Plan. Should the requirements of Rule 16b-3 change, the Board of Directors may amend this Plan to comply with the requirements of that rule or its successor provision or provisions. Section 13: Effective Date and Duration of the Plan. This Plan shall be effective following approval by the stockholders of the Corporation. No award shall be granted under this Plan subsequent to the date of the meeting of shareholders of the Corporation in 1997. EX-5 3 EXHIBIT 5 MAY994 S-8 EXHIBIT 5 May 9, 1994 Board of Directors Union Carbide Corporation 39 Old Ridgebury Road Danbury, CT 06817-0001 Re: Registration Statement on Form S-8 for 1994 Union Carbide Corporation Long Term Incentive Plan Dear Sirs: Please refer to the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission by Union Carbide Corporation (the "Corporation") relating to shares of common stock, $1.00 par value per share (the "Common Stock"), of the Corporation offered for sale pursuant to the 1994 Union Carbide Corporation Long Term Incentive Plan (the "Plan"). We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers of the Corporation and such other instruments as we have deemed necessary or appropriate as a basis for the opinions expressed below. Based upon the foregoing, we are of the opinion that: 1. The Corporation has been duly organized and is validly existing under the laws of the State of New York. 2. The Plan has been duly adopted by the Board of Directors of the Corporation and approved by the shareholders of the corporation. 3. The shares of Common Stock of the Corporation to which the Registration Statement relates have been duly authorized and reserved for issuance pursuant to the Plan and, when issued and sold pursuant to the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, KELLEY DRYE & WARREN EX-23.1 4 EXHIBIT 23.1 S-8 MAY994 Exhibit 23.1 Consent of Independent Auditors The Board of Directors of Union Carbide Corporation We consent to the incorporation by reference in this Registration Statement on Form S-8 of Union Carbide Corporation of our reports on Union Carbide Corporation included and incorporated by reference in the Annual Report on Form 10-K of Union Carbide Corporation for the year ended December 31, 1993. Our reports refer to changes in accounting principles as described in Note 1 to the consolidated financial statements. Stamford, Connecticut KPMG PEAT MARWICK May 9, 1994 EX-23.2 5 EXHIBIT 23.2 MAY994 S-8 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 1994 relating to the consolidated financial statements of UOP and its subsidiaries, which appears on page 17 of Union Carbide Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. PRICE WATERHOUSE Chicago, Illinois May 5, 1994 -----END PRIVACY-ENHANCED MESSAGE-----