-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mb0bVxgJhI/vtBaG5IZfejP1x/dPLXaEfAE6mjIQHDixWtdvOf+lFyi1/ESF3Hfo VYc+anrx8gdxxx12nGjg+Q== 0000898430-97-003042.txt : 19970728 0000898430-97-003042.hdr.sgml : 19970728 ACCESSION NUMBER: 0000898430-97-003042 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970725 EFFECTIVENESS DATE: 19970725 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER COMPANIES INC CENTRAL INDEX KEY: 0001034669 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 910222175 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-32103 FILM NUMBER: 97645625 BUSINESS ADDRESS: STREET 1: 1525 ONE UNION SQU STREET 2: 600 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101-3185 BUSINESS PHONE: 2066242752 MAIL ADDRESS: STREET 1: 1525 ONE UNION SQU STREET 2: 600 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101-3185 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1997 Registration No. 333-________ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ FORM S-8 REGISTRATION UNDER THE SECURITIES ACT OF 1933 __________________________________ FISHER COMPANIES INC. --------------------- (Exact name of registrant as specified in its charter) WASHINGTON 91-0222175 ---------- ---------- (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 1525 ONE UNION SQUARE, 600 UNIVERSITY STREET, SEATTLE, WASHINGTON 98101-3185 ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) FISHER COMPANIES INCENTIVE PLAN OF 1995 --------------------------------------- (Full title of plan) DAVID D. HILLARD ---------------- 1525 One Union Square, 600 University Street, Seattle, Washington 98101-3185 ---------------------------------------------------------------------------- (Name and address of agent for service) (206) 624-2752 -------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ______________________________________________________________________________
Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be to be price offering registration registered registered (1) per share (2) price (2) fee - ---------- -------------- ------------- --------- --- Common shares, 277,616 $129.50 $35,951,272 $10,894.32 par value $2.50
______________________________________________________________________________ Notes: 1. Represents Common Shares of $2.50 par value ("Common Shares") being registered under the Incentive Plan of 1995 ("Plan") of Fisher Companies Inc. ("Registrant"), together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance under the Plan as a result of a future stock split, stock dividend or similar adjustment, as permitted by Rule 416. 2. Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended ("Act"), the price per share is estimated to be $129.50 based upon the trading price of the transactions in Registrant's Common Shares on July 18, 1997, as quoted by P.C. Quote, Inc. on July 18, 1997. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed below are incorporated by reference in the Registration Statement. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") prior to Registrant's 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 into this Registration Statement and to be a part hereof from the date of filing of such documents. (a) The Registrant's registration statement on Form 10 (Registration No. 000-22439), filed on April 25, 1997, as amended by Pre-effective Amendment No. 1 to Form 10 filed June 6, 1997, and Pre-effective Amendment No. 2 to Form 10 filed June 18, 1997, pursuant to Section 12(g) of the Exchange Act, which contains audited financial statements for the most recent fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by Registrant's document referred to in (a) above. (c) The description of the Common Shares contained in the Registration Statement on Form 10 (Registration No. 000-22439), filed on April 25, 1997, as amended by Pre-effective Amendment No. 1 to Form 10 filed on June 6, 1997, and Pre-effective Amendment No. 2 to Form 10 filed on June 18, 1997, pursuant to Section 12(g) of the Exchange Act. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares offered pursuant to the Fisher Companies Incentive Plan of 1995 will be passed upon by Graham & Dunn, PC, 1420 Fifth Avenue, 33rd Floor, Seattle, Washington 98101. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Washington Business Corporation Act ("WBCA") sets forth certain mandatory and permissive provisions which a Washington corporation may utilize in indemnifying and/or advancing expenses to its directors, officers, employees and agents. The WBCA also authorizes a corporation to adopt its own provisions governing indemnification and advancement of expenses. Such provisions must be contained in the corporation's articles of incorporation, a bylaw adopted or ratified by shareholders, or a resolution adopted or ratified by shareholders. In no case, however, may such provisions authorize indemnification or advancement of expenses to any director, officer, employee or agent for (a) acts or omissions finally adjudged to be intentional misconduct or a knowing violation of law, (b) conduct finally adjudged to be in violation of Section 23B.08.310 of the WBCA (regarding unlawful distributions), and (c) conduct from which the person received a benefit in money, property or services to which he or she was adjudged to be not legally entitled. Registrant's Articles and the Bylaws, taken together, provide that the Registrant shall indemnify any person who was or is involved in any manner or was or is threatened to be made so involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director or director-officer of Registrant or any of its subsidiaries, against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding. Registrant may not, however, provide such indemnification on account of (a) acts or omissions finally adjudged to be intentional misconduct or knowing violation of law; (b) conduct finally adjudged to be in violation of Section 23B.08.310 of the Revised Code of Washington; or (c) any transaction with respect to which it was finally adjudged that such person personally received a benefit in money, property, or services to which such person was not entitled (the foregoing instances being defined in Registrant's Bylaws as "egregious conduct"). The Articles provide that no director of Registrant will be liable to Registrant or to its shareholders, or to any subsidiary or its shareholders, for monetary damages for conduct as a director or director-officer except in instances involving egregious conduct. The rights to indemnification provided by the Articles and Bylaws include the right to receive payment of any expenses incurred by the person being indemnified in connection with a proceeding in advance of the final disposition of the proceeding consistent with applicable law. Such rights are not exclusive of any other rights to which any person seeking indemnification may otherwise be entitled. The Articles and Bylaws also specify or incorporate by reference certain procedures, presumptions and remedies that apply with respect to the right to indemnification and the advancement of expenses. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number Description ------ ----------- 4.1 Registrant's Articles of Incorporation. (1) 4.2 Registrant's Bylaws. (2) 5.1 Opinion of Graham & Dunn, P.C., Registrant's legal counsel, dated July 25, 1997. 23.1 Consent of Graham & Dunn (included in Exhibit 5.1). 23.2 Consent of Price Waterhouse LLP. 24.1 Powers of Attorney (included in Signature Page). 99.1 Registrant's Incentive Plan of 1995.
___________________ (1) Incorporated by reference from Exhibit 3.1 of Registrant's registration statement on Form 10 (Registration No. 000-22439), filed on April 25, 1997, pursuant to Section 12(g) of the Exch ange Act. (2) Incorporated by reference from Exhibit 3.2 of Registrant's registration statement on Form 10 (Registration No. 000-22439), filed on April 25, 1997, pursuant to Section 12(g) of the Exch ange Act. 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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) of this ----------------- section do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities 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. 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. C. 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 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 of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 Seattle, State of Washington, on the 25th day of July, 1997. FISHER COMPANIES INC. By: /s/ William W. Krippaehne, Jr. ------------------------------ William W. Krippaehne, Jr. President and Chief Executive Officer POWER OF ATTORNEY ----------------- Each person whose individual signature appears below hereby authorizes and appoints William W. Krippaehne, Jr. and David D. Hillard, and each of them, with full power of substitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead, and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated, on the 25th day of July, 1997.
Signature Title - --------- ----- /s/ William W. Krippaehne, Jr. President and Chief Executive Officer - ------------------------------ (Principal Executive Officer) William W. Krippaehne, Jr. /s/ David D. Hillard Senior Vice President, Chief Financial - -------------------- Officer and Secretary David D. Hillard (Principal Financial and Accounting Officer) /s/ Glen P. Christofferson Vice President and Controller (Controller) - ---------------------------- Glen P. Christofferson /s/ Robin E. Campbell Director - ---------------------- Robin E. Campbell
/s/ James W. Cannon Director - -------------------- James W. Cannon /s/ George D. Fisher Director - --------------------- George D. Fisher /s/ Phelps K. Fisher Director - --------------------- Phelps K. Fisher /s/ William O. Fisher Director - --------------------- William O. Fisher /s/ Carol H. Fratt Director - ------------------- Carol H. Fratt /s/ Donald G. Graham, Jr. Director - -------------------------- Donald G. Graham, Jr. /s/ Donald G. Graham, III Director - -------------------------- Donald G. Graham, III /s/ John D. Mangels Director - -------------------- John D. Mangels /s/ Jean F. McTavish Director - --------------------- Jean F. McTavish /s/ Jacklyn F. Meurk Director - --------------------- Jacklyn F. Meurk /s/ W. W. Warren Director - ----------------- W. W. Warren /s/ W. W. Warren, Jr. Director - ---------------------- W. W. Warren, Jr.
EX-5.1 2 OPINION LETTER OF GRAHAM & DUNN Exhibit 5.1 July 25, 1997 Fisher Companies Inc. 1525 One Union Square 600 University Street Seattle, Washington 98101-3185 RE: FISHER COMPANIES INCENTIVE PLAN OF 1995 Ladies and Gentlemen: We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 ("Registration Statement") under the Securities Act of 1933, as amended ("Act"), that you are filing with the Securities and Exchange Commission ("Commission") with respect to 277,616 shares of common stock, $2.50 par value ("Shares"), of Fisher Companies Inc., a Washington corporation (the "Company") authorized for issuance under the Fisher Companies Incentive Plan of 1995 ("Plan"). In connection with the offering of the Shares, we have examined: (i) the Plan, which is filed as Exhibit 99.1 to the Registration Statement; (ii) the Registration Statement, including the remainder of the exhibits; and (iii) such other documents as we have deemed necessary to form the opinions expressed below. As to various questions of fact material to such opinions, where relevant facts were not independently established, we have relied upon statements of officers of the Company. Our opinion assumes that the Shares are issued in accordance with the terms of the Plan after the Registration Statement has become effective under the Act. Based upon and subject to the foregoing, we are of the opinion that the Shares, or any portion thereof, to the extent such Shares represent original issuances by the Company, have been duly authorized and that, upon the due execution by the Company and the registration by its registrars of the Shares, issuance thereof by the Company, and receipt of the consideration therefor in accordance with the terms of the Plan, the Shares will be validly issued, fully paid, and nonassessable. Fisher Companies Inc. July 25, 1997 Page 2 We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. This consent shall not be construed to cause us to be in the category of persons whose consent is required to be filed pursuant to Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Graham & Dunn GRAHAM & DUNN EX-23.2 3 CONSENT OF PRICE WATERHOUSE 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 February 21, 1997 appearing on page 63 of Fisher Company Inc.'s Registration Statement on Form 10 for the year ended December 31, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 82 of such Registration Statement on Form 10. /s/ Price Waterhouse LLP July 25, 1997 Seattle, Washington EX-99.1 4 INCENTIVE PLAN OF 1995 EXHIBIT 99.1 FISHER COMPANIES INCENTIVE PLAN OF 1995 1. PURPOSE The purpose of the Plan is to provide selected eligible key employees of Fisher Companies Inc. ("Company") or any present or future subsidiary of the Company with an inducement to remain in the employ of the Company and to participate in the ownership of the Company, and with added incentives to advance the interests of the Company and increase the value of the Company's common stock. 2. DEFINITIONS 1) "Committee" shall mean the committee described in Section 3 hereof and selected by the Company's Board of Directors to administer the Plan. b. "Nonemployee Director" has the meaning set forth in Rule 16b-3 under the Securities Exchange Act of 1934, as amended. c. "Options" means any incentive stock option or non-statutory stock option granted hereunder. d. "Rights" means any restricted stock right or performance stock right granted hereunder. e. "Subsidiary" as used in the Plan shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the broken chain, owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 3. ADMINISTRATION 1) The Plan shall be administered by a Committee appointed by the Board of Directors and to consist of not less than three members of the Board of Directors, all of whom shall be Nonemployee Directors. 2) Subject to the terms of the Plan, the Committee shall have full and final authority to determine the persons who are to be granted Options and Rights under the Plan and the number of shares subject to each Option and Right, the option price, the form, terms and conditions, including but not limited to any target stock prices or any performance goals of the Options, whether the Options granted shall be incentive stock options or non-statutory stock options, or both, the time or times when each Option becomes exercisable, the duration of the exercise period and the terms and conditions of all Rights granted hereunder, and to make such other determinations as may be appropriate or necessary for the administration of the Plan. 1 3) The Committee shall select one of its members as the Chairman, and shall hold its meetings at such times and places as it shall deem advisable. At least one-half of its members shall constitute a quorum for the conduct of business, and any decision or determination approved by a majority of members present at any meeting in which a quorum exists shall be deemed to have been made by the Committee. In addition, any decision or determination reduced to writing and signed by all of the members shall be deemed to have been made by the Committee. The Committee may appoint a Secretary, shall keep minutes of its meetings, and may make such rules and regulations for the conduct of its business and for the carrying out of the Plan as it shall deem appropriate. (d) The interpretation and construction by the Committee of any provisions of the Plan and of the Options and Rights granted thereunder shall be final and conclusive on all persons having any interest thereunder. 4. SHARES SUBJECT TO PLAN Subject to the provisions of Section 18 (relating to adjustment due to changes in capital structure), the number of shares of stock which may be issued and sold pursuant to Options and Rights granted under the Plan shall not exceed Seventy Thousand (70,000) shares of the Company's common stock (Two Hundred Eighty Thousand (280,000) shares in the event of a four-for-one stock split that will be effective May 15,1995, subject to stockholder approval of an increase in the number of authorized shares.) If any Options or Rights granted under the Plan shall terminate or expire without having been exercised in full, the stock not purchased or acquired under such Options or Rights shall be available again for the purposes of the Plan. 5. ELIGIBILITY a. Options and Rights may be granted only to salaried key management employees of the Company or a Subsidiary (including officers and directors who are also salaried employees) who, in the judgment of the Committee, will perform services of special importance in the management, operation and development of the business of the Company or the businesses of one or more of its Subsidiaries, provided: (i) The Option or Right grant date for an employee shall not occur during or after the calendar year in which the employee reaches the age of 65, and (ii) An Option or Right shall not be granted to an employee who, immediately after the Option or Right is granted, owns stock possessing more than five percent (5%) of the total combined voting power or value of all classes of stock of the Company or a Subsidiary. (b) For purposes of determining the stock owned at a given time by an individual under Section 5(a)(ii) hereof, the following rules shall apply: (i) Stock which the individual may purchase or acquire under outstanding Options or Rights shall be treated as stock owned by such individual; 2 (ii) Stock owned directly or indirectly by or for the individual's brothers, sisters, spouse, ancestors and lineal descendants shall be considered as owned by such individual; (iii)Stock owned directly or indirectly by or for a corporation, partnership, estate or trust, shall be considered as owned proportionately by or for its shareholders, partners or beneficiaries. 6. PRICE AND TERM OF OPTION 1) The exercise price under each Option will be determined by the Committee but shall not be less than 100% of the fair market value of the shares of stock covered by the Option at the time of the grant of the Option, as determined by the Committee. b. The term of each Option shall be as determined by the Committee, but not in excess of ten (10) years from the date it is granted. An Option granted for an initial term of less than ten (10) years may be extended by amendment for a period of up to ten (10) years from the date of the initial grant, provided that no such amendment of an incentive stock Option shall be made without the prior consent of the optionee. 7. LIMITATIONS ON EXERCISE OF OPTION RIGHTS a. Except as provided in Section 13 hereof, the optionee must remain in the continuous employ of the Company and/or its Subsidiaries for at least one year from the date the Option is granted before any part thereof or right thereunder may be exercised. Absence on leave or on account of illness or disability under rules established by the Committee shall not, however, be deemed an interruption of employment for purposes of the Plan. Thereafter, the Option may be exercisable in whole or in installments in accordance with its terms, as determined by the Committee. b. The minimum number of shares with respect to which option rights may be exercised in part at any time shall be determined by the Committee at the time the Option is granted. c. With respect to incentive stock Options granted to an employee under the Plan, the aggregate fair market value (determined at the time the Options are granted) of the stock with respect to which incentive stock Options are exercisable for the first time by such employee during any calendar year (including all such plans of the Company and its Subsidiaries) shall not exceed $100,000. 8. METHOD OF EXERCISE OF OPTION Each exercise of an Option granted hereunder, whether in whole or in part, shall be by written notice to the Chief Executive Officer of the Company designating the number of shares as to which the Option is exercised, and, where stock is to be purchased pursuant to such exercise, 3 shall be accompanied by payment in full for the number of shares so designated. Stock to be purchased under the Plan may be paid for in cash, in shares of the Company's common stock at their fair market value on the date of exercise, or partly in cash and partly in such shares. Fractional shares may not be purchased under an Option, and fractional shares may not be delivered to the Company for payment of the option price. No shares shall be issued until full payment thereof has been made. Each optionee who has exercised an Option shall, upon notification of the amount due and prior to or concurrently with delivery of the certificates representing the shares, pay to the Company amounts necessary to satisfy applicable federal, state and local withholding tax requirements. 9. FORM OF OPTION AGREEMENT Each Option agreement shall contain the essential terms of the Option and such other provisions as the Committee shall from time to time determine, but such Option agreements need not be identical. If the Option is an incentive stock option, the instrument evidencing such Option shall contain such terms and provisions relating to exercise and otherwise as may be necessary to render it an incentive stock option under the applicable provisions of the Internal Revenue Code of 1986, as amended (presently Section 422 thereof), and the Regulations thereunder, or corresponding provisions of subsequent laws and regulations. 10. FINANCING OF OPTIONS The Company and its Subsidiaries may not extend credit, arrange credit, guarantee obligations, or otherwise aid employees in financing their purchases of stock pursuant to Options granted under this Plan. 11. RESTRICTED STOCK RIGHTS a. The Committee may grant any eligible employee restricted stock rights which entitle such employee to receive a stated number of shares of the Company's stock if the employee for a stated number of years remains continuously employed by the Company or a Subsidiary or, following the employee's normal retirement, serves on the Board of Directors of the Company or in another capacity approved by the Committee (the "Restricted Period"). At the time the restricted stock right is issued, the Committee shall designate the length of the Restricted Period and the service that will qualify under the Restricted Period; provided, however, in no event may the Restricted Period extend beyond the fifth anniversary date of the employee's termination of employment. The Committee shall also have full and final authority to select the employees who receive restricted stock rights, to specify the number of shares of stock subject to each such right, and to establish the other terms, conditions and definitions that govern such rights. b. The Company shall pay to each holder of an unexpired restricted stock right during the Restricted Period, as additional compensation, an amount of cash equal to the dividends that would have been payable to the holder of such right during the Restricted Period if the 4 holder had owned the stock subject to the right. Such amount shall be paid as near in time as reasonably practical to the applicable dividend payment dates. c. At the expiration of each Restricted Period, the Company shall issue to the holder of the restricted stock right the shares of stock relating to such Restricted Period or at the request of the holder make a payment of an amount equal to the fair market value of such shares (or any portion thereof), provided all conditions have been met. d. Upon grant of a restricted stock right, the Company shall deliver to the recipient a document which sets forth and describes in detail the terms and conditions of the right. 12. PERFORMANCE STOCK RIGHTS 1) The Committee may grant to an eligible employee performance stock rights which entitle such employee to receive a stated number of shares of the Company's common stock if the employee attains certain specified performance goals within a stated performance period. The Committee shall have full and final authority to select the employees who receive performance stock rights, to specify the number of shares of stock subject to each such right, to establish the performance requirements, to establish the performance period and to establish the terms, conditions and definitions that govern such rights. 2) Unlike restricted stock rights, the Company shall not pay to each holder of an unexpired performance stock right during the performance period an amount of cash equal to the dividends that would have been payable to the holder during the performance period if the holder had owned the stock subject to the right. 3) At such time that the performance requirements of a performance stock right are satisfied, the Company shall issue to the holder of the performance stock right the shares of stock subject to the right. If the performance requirements are not met by the expiration of the performance period, the performance stock right shall expire and the holder thereof shall have no further rights thereunder. 4) Upon granting a performance stock right, the Company shall issue to the recipient a document which sets forth and describes in detail the terms and conditions of the right. 13. TERMINATION OF EMPLOYMENT (a) In the event the employment of an optionee by the Company or a Subsidiary shall terminate for any reason other than the optionee's normal retirement, the optionee having become age 65, physical disability as hereinafter provided or death, the Option may be exercised by the optionee at any time prior to the expiration date of the Option or the expiration of three months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the Option at the date of such termination. 5 (b) If an optionee retires under the normal retirement policies of the Company or a Subsidiary having become age 65, the Option may be exercised by the optionee at any time prior to the expiration date of the Option but in any event no later than the fifth anniversary date of the optionee's termination of employment. (c) If an optionee dies while in the employ of the Company or a Subsidiary, or dies following termination of employment but during the period that the Option could have been exercised by the optionee, the optionee's Option rights may be exercised at any time by the person or persons to whom such rights under the Option shall pass by will or by the laws of descent and distribution, and, with respect to such decedents, such Options may be exercised without regard to the limitation provided in Section 7(a) (relating to one year of employment) or installment limitations, if any, that would otherwise apply. But with respect to a decedent whose employment was terminated for any reason other than normal retirement, death or disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, such Option rights may be exercised only to the extent exercisable on the date of termination of employment. (d) In the event of the termination of the optionee's employment because of the disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Option may be exercised by the optionee at any time prior to the expiration date of the Option or the expiration of one year after the date of such termination, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the Option at the date of such termination. (e) In the event a holder of restricted stock rights issued under the provisions of Section 11 hereof fails to satisfy the employment or service requirements for the issuance of stock under such rights for any reason other than death or disability as herein defined, such holder shall lose all rights to receive stock under the provisions of the restricted stock rights. In the event a holder of a restricted stock right is unable to satisfy the requirements of a restricted stock right because of death or disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, then, with respect to each group of restricted stock rights granted at a given time, the holder or the personal representative of the holder's estate, as the case may be, either shall be issued a number of shares of the Company's common stock which, when added to all shares theretofore issued to such holder as a result of restricted stock rights issued at such given time, produces a sum (i) which bears the same ratio to the total number of all shares covered by restricted stock rights granted at such time, as (ii) the period that elapsed from the grant of the restricted stock rights to the time the holder ceased to satisfy the employment or service requirements for the issuance of stock under such rights bears to the longest Restricted Period contained in such restricted stock rights or in lieu thereof at the request of such holder or personal representative an amount equal to the fair market value of such shares. f) In the event the employment of an employee who holds a performance stock right granted under the provisions of Section 12 hereof terminates for any reason prior to the expiration of the performance period specified in the performance stock right, then, except to the extent 6 the Committee may decide otherwise in select situations, such employee shall lose all rights to thereafter receive any stock under such performance stock right. (g) To the extent that the Option of any deceased optionee or of any optionee whose employment is terminated shall not have been exercised within the time periods provided above, all further rights to purchase shares pursuant to such Option or to exercise stock appreciation rights shall cease and terminate at the expiration of such period. (h) If a corporation ceases to be a Subsidiary of the Company, employees of such corporation shall be deemed to have terminated their employment with the Company or a Subsidiary of the Company for purposes of this Plan. 14. OPTIONS AND RIGHTS NOT TRANSFERABLE Any Option or Right granted hereunder shall not be transferable except by will or by the laws of descent and distribution of the state or country of the employee's domicile at the date of death, and, during the lifetime of the person to whom the Option or Right is granted, only the optionee or the guardian of the optionee may exercise it. 15. RIGHTS AS STOCKHOLDER Neither a person to whom an Option or Right is granted, nor such person's legal representative, heir, legatee or distributee, shall be deemed to be the holder of, or to have any rights of a holder with respect to, any shares subject to such Option or Right, until after the stock is issued. 16. AMENDMENTS TO THE PLAN The Company's Board of Directors may from time to time make such amendments to the Plan as it may deem proper and in the best interests of the Company or a Subsidiary, provided that - (a) No amendment shall be made which (i) would impair, without the consent of the applicable employee, any Option or Right theretofore granted under the Plan or deprive any employee of any shares of stock of the Company which he may have acquired through or as a result of the Plan, or (ii) would withdraw the administration of the Plan from a Committee of Directors of the Company meeting the qualifications set forth in Section 3(a) hereof. (b) Any such amendment which would -- (i) Materially increase the benefits accruing to participants under the Plan, (ii) Increase the number of securities which may be issued under the Plan, or (iii)Materially modify the requirements as to eligibility for participation in the Plan 7 shall be submitted to the shareholders of the Company for their approval at the next annual or special meeting after adoption by the Board of Directors, and if such shareholder approval is not obtained, the amendment, together with any actions taken under the Plan on the necessary authority of such amendment, shall be null and void. 17. TERMINATION OF THE PLAN Options and Rights may be granted under the Plan at any time prior to the seventh (7th) anniversary date of the effective date of the Plan, on which anniversary date the Plan will expire except as to those Options and Rights then outstanding thereunder, which Options and Rights shall remain in effect until they have been exercised or have expired in accordance with their terms. The Plan may be abandoned or terminated at any time by the Company's Board of Directors, except with respect to Options and Rights then outstanding under the Plan. 18. CHANGES IN CAPITAL STRUCTURE a. Except as provided in subparagraph (b), in the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, dividend payable in shares, rights offering, change in the corporate structure of the Company, or otherwise appropriate adjustment shall be made in the number and kind of shares for which Options and Rights may be granted under the Plan. In addition, an appropriate adjustment shall be made in the number and kind of shares as to which outstanding Options and Rights, or portions thereof then unexercised, shall be exercisable, to the end that the proportionate interest of the existing holder of an Option or Right shall be maintained as before the occurrence of such event. Such adjustment in outstanding Options and Rights shall be made without change in the total price applicable to the unexercised portion of the Option and Right and with a corresponding adjustment in the exercise price per share. Any such adjustment made by the Board of Directors shall be conclusive. b. In the event of dissolution or liquidation of the Company or a reorganization, merger or consolidation with one or more corporations, in lieu of providing for Options and Rights as provided for above in this Section 18, the Board of Directors of the Company may, in its sole discretion, provide a 30-day period immediately prior to such event during which optionees shall have the right to exercise Options in whole or in part without any limitations on exercisability. 19. APPROVALS The obligation of the Company under this Plan shall be subject to the approval of such state or federal authorities or agencies, if any, as may have jurisdiction in the matter. Shares shall not be issued with respect to an Option or Right unless the exercise and the issuance and delivery of the shares shall comply with all relevant provisions of law, including, without limitation, any 8 applicable state securities laws, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, the respective rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. Inability of the Company to obtain from any regulatory body having jurisdiction authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability for the nonissuance or sale of such shares. The Board may require any action or agreement by an employee holding an Option or Right as may from time to time be necessary to comply with the federal and state securities laws. The Company shall not be obliged to register Options or Rights, or stock granted or purchased under the Plan. 20. EMPLOYMENT RIGHTS Nothing in this Plan or any Option or Right granted pursuant thereto shall confer upon any employee any right to be continued in the employment of the Company or any Subsidiary of the Company, or to interfere in any way with the right of the Company, in its sole discretion, to terminate such employee's employment at any time. 21. EFFECTIVE DATE OF THE PLAN The effective date of this Plan is April 27, 1995. 9 -----END PRIVACY-ENHANCED MESSAGE-----