-----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, IVy3Deklt8VyecJpx7D6KPuuo9Y8VgQFORVc/xdnjHXm1XJUHZWvLn4gf4p1gnUK xVnZFmJrd7HSZNjDxTvOEA== 0000202763-95-000012.txt : 19950427 0000202763-95-000012.hdr.sgml : 19950427 ACCESSION NUMBER: 0000202763-95-000012 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950426 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNCOR INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000202763 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 850229124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08640 FILM NUMBER: 95531595 BUSINESS ADDRESS: STREET 1: 20001 PRAIRIE ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8188867400 MAIL ADDRESS: STREET 2: 20001 PRAIRIE ST CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR PHARMACY INC DATE OF NAME CHANGE: 19860309 PRE 14A 1 THIS DOCUMENT IS A COPY OF THE PROXY STATEMENT AND PROXY CARD FILED ON APRIL 20, 1995, PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. May 1, 1995 NOTICE OF MEETING DEAR STOCKHOLDER: You are cordially invited to attend the Annual Meeting of Stockholders of Syncor International Corporation on Tuesday, June 20, 1995, beginning at 1:00 p.m. local time. The meeting will be held at Warner Center Marriott Hotel, 21850 Oxnard Street, Woodland Hills, California 91367. Enclosed you will find the proxy statement and the Annual Report for the year ended December 31, 1994. This Notice of the Annual Meeting and the proxy statement on the following pages cover the formal business of the meeting which includes the election of three of the nine Directors for a three-year term. In addition to the usual business of the meeting, we are asking that you consider and approve four proposals amending the By- laws. In December 1993, the Company changed its fiscal year from May 31 to December 31. This change in fiscal year was the result of the strategic alliance the Company entered into with the Radiopharmaceutical Division of the DuPont Merck Pharmaceutical Company. The change in the fiscal year required some changes to the By-laws. The principal changes to the By-laws are submitted to the stockholders of the Company for their approval as four separate proposals, each of which is clearly stated in the proxy statement. One of the proposals is to amend the form of Indemnity Agreement Syncor stockholders approved in 1986. The proposed agreement is a substantively and procedurally more comprehensive form of indemnification agreement and will provide substantially greater benefits to the Company and the indemnitee than the current agreement. We urge you to review that discussion carefully before you vote your proxy. We look forward to welcoming you at the forthcoming Annual Meeting. We urge all Syncor stockholders to vote using the enclosed proxy card. Thank you for your continued confidence and support. Sincerely, Gene R. McGrevin President and Chief Executive Officer Monty Fu Chairman of the Board SYNCOR INTERNATIONAL CORPORATION 20001 PRAIRIE STREET CHATSWORTH, CALIFORNIA 91311 --------------------------------------------- PROXY STATEMENT FOR ANNUAL MEETING JUNE 20, 1995 _____________________________________________ PERSONS MAKING THE SOLICITATION The enclosed proxy is solicited by the Board of Directors of Syncor International Corporation ("SYNCOR" OR THE "COMPANY") for use at the annual meeting of stockholders of Syncor ("ANNUAL MEETING") to be held June 20, 1995 at Warner Center Marriott Hotel, 21850 Oxnard Street, Woodland Hills, California 91367, beginning at 1:00 p.m. local time, and any postponement(s) or adjustment(s) thereof. Syncor's proxy statement and form of proxy/voting instruction card are being mailed to the stockholders commencing May 1, 1995. Syncor will bear the cost of mailing the proxy material. In addition to solicitation by mail, proxies may be solicited by Directors, Executive Officers or employees of Syncor in person or by telephone or otherwise. They will not be specifically compensated for such services. GENERAL INFORMATION Votes cast by proxy or in person at the Annual Meeting will be counted by the persons appointed by Syncor to act as election inspectors for the meeting. The election inspectors will treat shares represented by proxies that reflect abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum and for purposes of determining the outcome of any matter submitted to the stockholders for a vote. Abstentions, however, do not constitute a vote "for" or "against" any matter. The election inspectors will treat shares referred to as "broker non-votes" (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or other persons entitled to vote and that the broker or nominee does not have discretionary power to vote on a particular matter) as shares that are present and entitled to vote for purposes of determining the presence of a quorum. However, for purposes of determining the outcome of any matter as to which the broker has indicated on the proxy that it does not have discretionary authority to vote, those shares will be treated as not present and not entitled to vote (even though the same shares are present for quorum purposes and may be entitled to vote on other matters). Any unmarked proxies, including those submitted by brokers or nominees, will be voted as indicated in the accompanying proxy and as summarized elsewhere in this proxy statement. Your executed proxy may be revoked at any time before it is exercised by filing with the Secretary of Syncor at the principal executive office of Syncor, 20001 Prairie Street, Chatsworth, California 91311, a duly executed written revocation or a duly executed proxy bearing a later date. The execution of the enclosed proxy will not affect your right to vote in person should you later find it convenient to attend the Annual Meeting and desire to vote. VOTING SECURITIES The number of shares of the $.05 par value common stock of Syncor ("COMMON STOCK"), outstanding and entitled to vote at the Annual Meeting, is 10,570,333 shares. Each share is entitled to one vote, and the stockholders are not entitled to cumulate their votes in the election of Directors. Only stockholders of record at the close of business on April 21, 1995, are entitled to notice and to vote at the Annual Meeting. Shares represented by all valid proxies will be voted according to the instructions contained in the proxies. IN THE ABSENCE OF INSTRUCTIONS, SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS AS SHOWN ON THE PROXY. WITH RESPECT TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING, THE PROXY HOLDERS WILL VOTE THE PROXY IN ACCORDANCE WITH THEIR BEST JUDGMENT. The presence, either in person or by proxy, of the persons entitled to vote a majority of Syncor's shares are necessary for a quorum for the transaction of business at the Annual Meeting. A plurality of the votes cast will elect the Directors. Approval of each other proposal to be brought before the Annual Meeting (not including the election of the Directors) will require the affirmative vote of at least the majority in voting interests of the stockholders present, in person or by proxy, at the Annual Meeting and entitled to vote thereon. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth as of March 31, 1995 certain informa- tion concerning persons known to Syncor to own beneficially more than five percent of the outstanding Syncor Common Stock (the only class of Syncor's voting securities). All ownership is direct except as otherwise noted.
__________________________________________________________________________ Amount and Nature of Name and Address Beneficial of Beneficial Owner Ownership Percent of Class (1) __________________________________________________________________________ Monty Fu (2) 20001 Prairie Street, Chatsworth, CA 91311 684,253 6.5% Wellington Management Company 75 State Street, Boston, MA 02109 1,265,359 12% ICM Asset Management, Inc. 601 W. Main Ave., Suite 917, Spokane, WA 776,480 7.3% Goldman, Sachs & Co. and The Goldman Sachs Group, L.P. 85 Broad Street, New York, NY 10004 698,413 6.6% Wells Fargo Bank (3) Syncor International Corporation ESSOP 420 Montgomery Street San Francisco, CA 94163 1,157,185 10.5% ___________________ (1) Calculated on the basis of 10,570,333 shares of Syncor Common Stock outstanding. Percentages are calculated including shares not outstanding which the beneficial owner has a right to acquire within 60 days of March 31, 1995, if any. (2) Includes 5,700 shares not outstanding which Mr. Fu has the right to acquire pursuant to options that are currently exercisable, 7,142 shares owned by Mr. Fu by virtue of his participation in the Employee's Savings and Stock Ownership Plan ("ESSOP") as of December 31, 1994, and 11,600 shares held as trustee for his children. (3) Wells Fargo Bank is the trustee for Syncor's ESSOP and has the right to vote the shares according to the plan and in proportion to the vote of the beneficial owners.
SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth, as of March 31, 1995, the beneficial ownership of Syncor Common Stock by each Syncor Director, by each nominee and by each of the Executive Officers named in the "SUMMARY COMPENSATION TABLE." All ownership is direct unless otherwise noted.
________________________________________________________________________ Name of Amount and Nature of Beneficial Percent of Beneficial Owner Ownership Class (1) ________________________________________________________________________ Monty Fu 684,253(2) 6.5% Gene R. McGrevin 584,410(3) 5.5% Joseph Kleiman 32,700(4) (*) Arnold E. Spangler 25,000(5) (*) George S. Oki 14,350(6) (*) Dr. Steven B. Gerber 25,333(7) (*) Dr. Henry N. Wagner, Jr. 9,998(8) (*) Dr. Gail R. Wilensky 4,999(9) (*) Robert G. Funari 146(10) (*) Jack L. Coffey 22,969(11) (*) Michael E. Mikity 23,191(12) (*) ___________________ (1) Calculated on the basis of 10,570,333 shares of Syncor Common Stock outstanding. Percentages and amounts are calculated including shares not outstanding which the individual has a right to acquire pursuant to options exercisable within 60 days of March 31, 1995, if any. Exceptions are noted for each individual. The Executive Officers' 29,143 ESSOP shares are included and separately noted for named Executive Officers in the following notes. The ESSOP total number is as of December 31, 1994, and does not include matching shares for 1994. (2) Includes 5,700 shares not outstanding which the person has the right to acquire pursuant to options, 7,142 shares under the ESSOP as of December 31, 1994, and 11,600 shares held as trustee for his children. (3) Includes 575,000 shares not outstanding which the person has the right to acquire pursuant to options and 4,410 shares under the ESSOP as of December 31, 1994. (4) Includes 6,700 shares not outstanding which the person has the right to acquire pursuant to options. (5) Includes 16,000 shares not outstanding which the person has the right to acquire pursuant to options. (6) Includes 10,350 shares not outstanding which the person has the right to acquire pursuant to options. (7) Includes 23,333 shares not outstanding which the person has the right to acquire pursuant to options. (8) Includes 9,998 shares not outstanding which the person has the right to acquire pursuant to options. (9) Includes 4,999 shares not outstanding which the person has the right to acquire pursuant to options. (10) Includes 146 shares under the ESSOP as of December 31, 1994. (11) Includes 17,850 shares not outstanding which the person has the right to acquire pursuant to options and 4,119 shares under the ESSOP as of December 31, 1994. (12) Includes 17,000 shares not outstanding which the person has the right to acquire pursuant to options and 4,691 shares under the ESSOP as of December 31, 1994. (*) Less than 1%.
DIRECTORS AND EXECUTIVE OFFICERS IDENTIFICATION OF DIRECTORS AND NOMINEES ELECTION OF DIRECTORS In 1986, Syncor stockholders approved staggered three-year terms for Directors. Three of the nominees named below are successors to the class whose term expires at this Annual Meeting and, if elected, will serve until the Annual Meeting in 1998 and until their respective successors are duly elected and qualified. The nominees are described below with brief statements setting forth their present principal occupations, their current ages, the lengths of time they have served as Directors of Syncor (including as a Director of a Syncor predecessor) and their business experience during at least the last five years. All of the nominees are at present Directors of Syncor. The company where Mr. Oki served as the Chairman of the Board through March of 1993 is in receivership. There are no family relationships between any of the nominees, Directors or Executive Officers except that Mr. Oki is a brother-in-law of Mr. Fu. All of the nominees have indicated their willingness to serve. However, in the event that any of them should be unable to serve, the proxies named on the enclosed proxy card will vote in their discretion for such other persons as the Board of Directors may recommend, unless the Board of Directors reduces the number of Directors to eliminate any vacancies. Unless otherwise instructed, the proxies will vote for all of the nominees. NOMINEES FOR ELECTION TERMS EXPIRING IN 1998 GENE R. MCGREVIN Director since February 1, 1989 Age: 52 Mr. McGrevin was appointed Director, President and Chief Executive Officer on February 1, 1989. Previously, he founded Everest Health Care Inc. in 1987 where, as its President and Chief Executive Officer, he concentrated on management consulting and investment opportunities in start-up and growth companies. Prior to that, he was Executive Vice President and Board member of VHA Enterprises Inc., Dallas, Texas, where he established a long-term strategic direction for the Home Healthcare, Ambulatory Medical Care, Physician Services and Consulting Services businesses. Mr. McGrevin also held the position of President of Health Care Product Group at Kimberley-Clark Corp., key management positions with Danline Inc., Johnson and Johnson, Citicorp Systems Inc. and Cummins Engine Company. Mr. McGrevin has an M.B.A. from the Wharton Graduate School of Finance and Commerce at the University of Pennsylvania. GEORGE S. OKI Director since May 17, 1985 Age: 44 Mr. Oki is the Chairman of the Board of Meta Information Services Inc., as of April 1, 1993. Previously, he was the Chairman of the Board of Oki Nursery, Inc., where he was employed since 1975. Mr. Oki was a Director of a predecessor corporation from July 1982 to August 1983 and from December 1984 until its merger into Syncor. Mr. Oki has a B.S. degree in Horticulture from Colorado State University and an M.B.A. from the University of Southern California. ROBERT G. FUNARI Director since January 23, 1995 Age: 47 Mr. Funari was appointed Director on January 24, 1995. Mr. Funari joined Syncor on August 9, 1993, and was appointed Executive Vice President and Chief Operating Officer for Syncor. Prior to joining Syncor, Mr. Funari was an Executive Vice President and General Manager for McKesson Drug Company. From 1975 to 1992, Mr. Funari held a number of key management positions with Baxter International and its subsidiaries. His last position with Baxter was as President of its Pharmaseal Division. Mr. Funari received a Bachelor of Science degree in Mechanical Engineering from Cornell University and an M.B.A. from Harvard Business School. TERMS EXPIRING IN 1996 MONTY FU Director since May 17, 1985 Age: 48 Mr. Fu is the Chairman of the Board of Directors of Syncor. Mr. Fu was Chairman of the Board and a Vice President of Syncor International Corporation, a California corporation, commencing 1982 until it merged into a predecessor of Syncor. Mr. Fu was co-founder of Pharmatopes, Inc., and served as Secretary-Treasurer and Director from its inception in 1975 until July 1982 when it was acquired by the Syncor California corporation. Mr. Fu has a B.S. degree in Pharmacy with a specialization in Nuclear Pharmacy. JOSEPH KLEIMAN Director since August 9, 1985 Age: 75 Mr. Kleiman retired in 1984 as a Director and Senior Vice President with responsibilities for corporate development of Whittaker Corporation, where he had been employed since 1958. Mr. Kleiman presently manages a personal consulting practice. He is also a Director of Diagnostic Products Corporation and Z-Seven Fund. Mr. Kleiman has a B.S.E. and an M.S.E. in Chemical Engineering. HENRY N. WAGNER, JR., M.D. Director since August 3, 1992 Age: 67 Dr. Wagner has spent more than 30 years at The Johns Hopkins University, pioneering radioactive diagnostics and treatments. He is currently a Professor of Medicine, Radiology and Radiological Science and Environmental Health Sciences, as well as the Director of the Divisions of Nuclear Medicine and Radiation Health Sciences. At The Johns Hopkins Hospital, he is Director of the Division of Nuclear Medicine. Dr. Wagner and his work have been nationally and internationally recognized with numerous honors and awards, including the prestigious American Medical Association's Scientific Achievement Award. Dr. Wagner is a member of many professional societies, including the National Academy of Medicine, and serves on several research committees for such organizations as the National Institutes of Health, National Research Council and the Nuclear Regulatory Commission. TERMS EXPIRING IN 1997 STEVEN B. GERBER, M.D. Director since May 1, 1990 Age: 41 Dr. Gerber is a Senior Vice President and pharmaceutical industry analyst for Oppenheimer & Co., Inc. He was a health care industry analyst with Bateman Eichler, Hill Richards, Inc. from 1988 to September 1990. Dr. Gerber has an M.B.A. in Finance from the University of California, Los Angeles, and is a board-certified internist and cardiologist with subspecialty training in Nuclear Cardiology. ARNOLD E. SPANGLER Director since August 9, 1985 Age: 46 Mr Spangler is a Managing Director of Mancuso & Company, a private merchant banking firm. Previously, he was a financial consultant and private investor. From 1989 to 1991, Mr. Spangler was a Managing Director of PaineWebber Incorporated and a Co-Director of its mergers and acquisitions department. From 1983 to 1989, Mr. Spangler was a General Partner in the investment banking firm of Lazard Freres & Co., where he worked primarily in the areas of mergers and acquisitions and financial advising. Mr. Spangler has a B.S. in Economics and an M.B.A. DR. GAIL R. WILENSKY Director since July 12, 1993 Age: 51 Dr. Wilensky's professional career spans 25 years of policy analysis, management, and university-level teaching. She is currently a Senior Fellow at Project HOPE, an international health foundation. Previously, she served in the White House as Deputy Assistant to the President for Policy Development. Before joining the White House staff, she was the Administrator of the Health Care Financing Administration ("HCFA") in the Department of Health and Human Services for two years. As Administrator, she directed the Medicare and Medicaid programs. Dr. Wilensky is a nationally recognized expert on a wide range of health policy and financing issues and has published extensively on health economics and other policy issues. Dr. Wilensky has received numerous honors and awards and is an elected member of the Institute of Medicine of the National Academy of Sciences. She is a member of many professional societies and serves on several professional committees and boards and currently serves as a Trustee of the Combined Benefits Fund of the United Mine Workers of America. IDENTIFICATION OF EXECUTIVE OFFICERS The following persons are all of the Executive Officers of Syncor. The respective Executive Officers hold the same or similar positions for Syncor Management Corporation and other wholly owned subsidiaries of Syncor. The Executive Officers serve at the discretion of the Board of Directors.
Director and/or Name Age Officer Since Position(s) ____ ___ _______________ ___________ Monty Fu 48 May 1985 Director, Chairman of the Board Gene R. McGrevin 52 February 1989 Director, President and Chief Executive Officer Robert G. Funari 47 August 1993 Director, Executive Vice President and Chief Operating Officer Michael E. Mikity 47 November 1985 Vice President, Treasurer and Chief Financial Officer William A. Kemmel, 65 May 1985 Vice President, Jr. General Counsel and Secretary (1) Haig S. Bagerdjian 38 January 1995 Vice President, General Counsel and Secretary (2) Jack L. Coffey 43 April 1989 Vice President of Field Operations for the Eastern Area (3) Sheila H. Coop 54 November 1992 Vice President, Human Resources Charles A. Smith 42 November 1992 Vice President, Corporate Development (1) Mr. Kemmel resigned as Vice President, General Counsel and Secretary effective January 1, 1995, but will continue to serve the Company as its Associate General Counsel and Assistant Secretary. (2) Mr. Bagerdjian was appointed to the positions of Vice President, Secretary and General Counsel effective January 1, 1995. Previously he was Associate General Counsel and Assistant Secretary. (3) Mr. Coffey was appointed to the position of Vice President of Field Operations for the Eastern Area effective March 20, 1995. Previously he was Vice President, Quality and Regulatory.
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS HAIG S. BAGERDJIAN is Vice President, Secretary and General Counsel for Syncor. Mr. Bagerdjian joined Syncor in 1991 as an Associate General Counsel and Assistant Secretary. Prior to joining Syncor, from 1987 to 1991, Mr. Bagerdjian worked for Calmark Holding Corporation in various management positions, including the General Counsel for one of its subsidiaries, American Adventure, Inc. Mr. Bagerdjian received a Bachelor of Arts degree from the University of Southern California in International Relations and Slavic Languages and Literature; Certificates in Russian Studies, Strategic Defense and National Security in 1983, and J. D. from Harvard Law School in 1986. He is admitted to the State Bar of California. JACK L. COFFEY is Vice President, Field Operations for the Eastern area of Syncor, effective March 20, 1995, and previously served as Vice President of Quality and Regulatory. He joined Nuclear Pharmacy, Inc., a predecessor of Syncor, in 1984 as Director of Radiation Services. Mr. Coffey received a Bachelor of Science degree from Cumberland College in 1973 and a Master's Degree in Radiation Biology in 1978, from the University of Tennessee. SHEILA H. COOP is Vice President, Human Resources, for Syncor. Ms. Coop joined Syncor in July 1991, as Director of Human Resources. Prior to joining Syncor, Ms. Coop was a Senior Human Resources Consultant with Jorgensen and Associates. From 1988 to 1990, Ms. Coop was Director, Human Resources for Daylight Transport, Inc., a national transportation company. Ms. Coop received a Bachelor of Science degree from the University of California, Los Angeles, and a Certificate of Professional Designation in Human Resources Management awarded by the University of California, Los Angeles, School of Law and Graduate School of Business in 1983. WILLIAM A. KEMMEL, JR. was Vice President, General Counsel and Secretary for Syncor until December 31, 1994. Mr. Kemmel will continue to work for Syncor on a limited basis as Associate General Counsel and Assistant Secretary. Mr. Kemmel received a Master of Science degree in Chemical Engineering from the California Institute of Technology in 1953, and a Bachelor of Law degree from George Washington University in Washington, D.C. in 1960. He is admitted to the State Bars of California, Virginia and District of Columbia. MICHAEL E. MIKITY is Vice President, Treasurer and Chief Financial Officer for Syncor. From June 1993 until August 1994, Mr. Mikity served as Vice President and Chief Information Officer for Syncor. From 1983 until June 1993, Mr. Mikity served as Chief Financial Officer and Treasurer of Syncor. Mr. Mikity is a certified public accountant and received his Bachelor of Science degree in Accounting in 1973, from the University of Southern California. CHARLES A. SMITH is Vice President, Corporate Development, for Syncor. Mr. Smith joined Nuclear Pharmacy, Inc., a predecessor of Syncor, in 1979 as a Staff Pharmacist. In 1985, he was named a Director of Operations for Syncor. From June 1988 to November 1992, Mr. Smith was the Director, Business Development. Mr. Smith received a Pharm. B.S. degree from Drake University, College of Pharmacy in 1977, an M.S. in Pharmaceutical Sciences with emphasis in Clinical Pharmacy in 1979, from the University of the Pacific, and an M.B.A. from Pepperdine University in 1988. INFORMATION CONCERNING OPERATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES In order to facilitate the handling of various functions of the Board of Directors, the Board has appointed a standing Audit Committee, Compensation Committee, Nominating Committee and Quality Committee. AUDIT COMMITTEE. The present members of the Audit Committee are Arnold E. Spangler, Chairman, Joseph Kleiman and George S. Oki. Such committee met once during the period ended December 31, 1994. The functions of the Audit Committee include review of those matters that primarily relate to a financial audit of Syncor and its subsidiaries including (i) the findings of the independent auditors, (ii) the accounting principles used by Syncor and actual or impending changes in financial accounting requirements, (iii) the financial and accounting controls, and (iv) the recommendations by the independent auditors. COMPENSATION COMMITTEE. The present members of the Compensation Committee are Joseph Kleiman, Chairman, Dr. Steven B. Gerber and Dr. Gail R. Wilensky. Such committee met twice during the period ended December 31, 1994. The functions of the Compensation Committee include (i) the review with the Chief Executive Officer, of his performance and the performance of the Executive Officers whose compensation is the subject of review, (ii) annual review, examination and approval, as needed of salary ranges and salaries for the Executive Officers and compensation for non-employee Directors, (iii) periodic review of the organization to determine possible requirements for additional corporate officers, and (iv) award of stock options, compensation arrangements involving major acquisitions, salary administration policy, fringe benefit policy and other compensation matters as requested by the Board of Directors. QUALITY COMMITTEE. The present members of the Quality Committee are Dr. Steven B. Gerber, Chairman, Joseph Kleiman, Gene R. McGrevin, and Dr. Henry N. Wagner, Jr. Such committee met once during the period ended December 31, 1994. The functions of the Quality Committee include establishing strategic priorities for quality, assessment and evaluation of quality standards and who will carry out the process. Also, it establishes expectations and reviews plans and procedures that improve the quality of Syncor. NOMINATING COMMITTEE. The present members of the Nominating Committee are George S. Oki, Chairman, Dr. Steven B. Gerber, Gene R. McGrevin and Arnold E. Spangler. Such committee met once during the year ended December 31, 1994. The functions of the Nominating Committee include (i) setting-up procedures for locating nominees for the Director positions, (ii) reviewing prospective new members of the Board of Directors and nominations for successive terms of current Board members, and (iii) making recommendations to the Board of Directors for nominees for Director positions. The Nominating Committee will consider the possible nomination as Directors of persons recommended by stockholders. Any such recommendations should be in writing and should be mailed or delivered to the Company, marked for the attention of the Nominating Committee, on or before the date for receipt of stockholder proposals for the next annual meeting (see "STOCKHOLDER PROPOSALS"). During the year ended December 31, 1994, the Board of Directors held seven meetings, three of which were telephonic. All of the Directors attended more than 75 percent of the total number of meetings of the Board of Directors and no Director attended fewer than 75 percent of the total number of meetings held by all Committees of the Board of Directors on which he or she served. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS COMPENSATION OF DIRECTORS. Except for employee Directors, each Director is paid an annual retainer of $20,000, paid in quarterly payments of $5,000 and $1,000 per day for Board meetings, including one travel day if traveling from out-of-state. In addition, expenses of a Director incurred in connection with service as a Director is reimbursed. For the year ended December 31, 1994, including the annual retainer, non-employee Directors were paid: Dr. Gerber, $26,000; Mr. Kleiman, $29,000; Mr. Oki, $29,000; Mr. Spangler, $31,000; Dr. Wagner, $30,000, and Dr. Wilensky $38,000. Commencing July 11, 1989, a non-employee new Board member receives a ten-year, 10,000 option shares on date of election and, subject to certain restrictions, an additional 5,000 option shares following each subsequent Annual Meeting of Stockholders up to a total of 25,000 option shares. Dr. Wagner has received 20,000 option shares, Dr. Wilensky has received 15,000 option shares at the exercise price equal to the closing price at the date of the grant. The remaining non-employee Board members have received 25,000 option shares. 1990 MASTER STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED ("1990 MSIP"). At the Annual Meeting of Stockholders on November 13, 1990, the stockholders approved the 1990 Master Stock Option Plan which was amended and restated at the Annual Meeting of Stockholders on November 15, 1993, to provide additional necessary share incentives for the continuing needs of Syncor and to provide flexibility in the conditions associated with awards. The options to the non-employee Directors are fixed in the 1990 MSIP as described above in "Compensation of Directors." In July 1993, the Board of Directors delegated its discretion and administrative authority under the 1990 MSIP to the Compensation Committee (the "ADMINISTRATOR"). Options are granted to Executive Officers and other key employees under the 1990 MSIP at the discretion of the Administrator. The purchase price per option share is determined by the Administrator, but in the case of incentive stock options it must be at least fair market value. The purchase price per option share purchased may be paid in cash or by check, by a promissory note if authorized by the Administrator upon terms it determines, or by shares of Syncor under certain limitations. Options are subject to a vesting schedule and period determined by the Administrator. However, vesting cannot occur in less than six months and the option period cannot exceed ten years. Certain portions of the 1990 MSIP are qualified under the Internal Revenue Code and certain options may have tandem rights. To date, only options have been granted under the 1990 MSIP, and no options under the 1990 MSIP were granted with tandem rights. EMPLOYEE'S SAVINGS AND STOCK OWNERSHIP PLAN ("ESSOP"). Under Section 401(k) of the Internal Revenue Code ("CODE"), Syncor eligible employees may contribute up to two percent of their pay for the purchase of Syncor Common Stock. As revised in November 1989, Syncor will match such contributions on a share-for-share basis. Moreover, subject to the Code, the participating employees can contribute up to an additional 14 percent of their pay, of which Syncor will match at the rate of $.50 for each dollar contributed up to the first four percent of such contribution. The ESSOP includes a number of other benefits for eligible employees. EXECUTIVE LIFE INSURANCE PLAN. All Executive Officers are part of Syncor's life insurance plan receiving coverage computed on the same basis as all salaried employees. In addition, the Executive Officers each have term life insurance of $250,000, premiums for which are paid by Syncor, except for Mr. Fu for whom the amount is $400,000. In addition, on July 10, 1993 the Board of Directors approved a split ownership/split dollar plan for Mr. McGrevin. Under that plan, Syncor has an ownership right in a certain life insurance policy of $2,000,000 purchased by Mr. McGrevin. For that right Syncor agreed to contribute an annual premium equal to $60,000 per year for a period of ten consecutive years. The agreement provides that Syncor is to be reimbursed from the policy value in an amount equal to the lesser of its cumulative premium contributions or the surrender value, upon the happening of any one of the following events: (i) death of Mr. McGrevin; (ii) cancellation of the policy by Mr. McGrevin; or (iii) release of Syncor's interest by request of Mr. McGrevin or otherwise. EXECUTIVE DEFERRAL PLAN. All Executive Officers, Board of Directors and senior management are eligible to participate in the Executive Deferral Plan ("DEFERRAL PLAN"). The Deferral Plan allows each participant to defer up to 25 percent of their annual compensation (100% for non-employee Director). The Deferral Plan is designed to defer the payment of taxes on the deferred income until such time as the monies are distributed to the participants. At retirement (or termination), Syncor makes a contribution on behalf of the participant up to the first 15 percent (100% for non-employee Director) of the deferred compensation toward the payment of taxes on such deferral distribution. This amount is calculated by applying a 30 percent "gross-up" rate on the amount to be distributed. The Deferral Plan is secured with a "Rabbi Trust" which is responsible for plan investments. Currently, assets are invested in a selection of separate and fixed accounts made available through flexible variable life insurance policies owned by the trust. The Deferral Plan participants select from up to five accounts including stock, aggressive stock, bond, total return (managed) and fixed. The investment performance of each account selected will determine the returns credited to the individual participant's deferral account value. Syncor bears no investment risk under the Deferral Plan. Each individual policy bears its own investment and policy expenses. It is the total surrender value of each underlying insurance policy that is "grossed-up" for the participant under the circumstances described above. EXECUTIVE VACATIONS AND DISABILITY INSURANCE. Each Executive Officer receives an annual vacation of four weeks and is covered by disability insurance paying up to 75 percent or $15,000 per month, whichever is less, of the Executive Officer's cash compensation, upon total disability, until the age of 65. EXECUTIVE OFFICERS. The following tables and accompanying notes show the compensation for the Chief Executive Officer and the four next highest paid Executive Officers of Syncor and its subsidiaries during the year ended December 31, 1994 and, to the extent required by applicable rules, the preceding seven-month period ending December 31, 1993 and two fiscal years ended May 31. Except for Mr. McGrevin, Syncor presently does not have long term incentive plan. SUMMARY COMPENSATION TABLE
_______________________________________________________________________________________________________ Long Term Compensation ____________________________ Annual Compensation Awards Payouts ____________________________________________________________ (a) (b) (c) (d) (e) (f) (g) (h) (i) Other Annual All Other Bonus Compen- Restricted Options/ LTIP Compen- Name and Salary (2)(3) sation Award(s) SARs Payouts sation Principal Position Year (1)($) (4)($) (5)($) ($) (#) ($) (8)($) _______________________________________________________________________________________________________ Gene R. McGrevin 1994 310,000 -0- 69,000(6) 7,077 __________________________________________________________________________________ President and 1993* 179,125 125,000 7,755 __________________________________________________________________________________ Chief Executive 1993 310,000 295,000 18,830 __________________________________________________________________________________ Officer 1992 289,807 289,583 100,000 17,370 _______________________________________________________________________________________________________ 1994 222,876 - 0 - 11,400(6) 9,532 __________________________________________________________________________________ 1993* 121,356 75,000 7,890 __________________________________________________________________________________ Monty Fu 1993 210,000 200,000 15,490 __________________________________________________________________________________ Chairman of the Board 1992 237,245 220,000 18,273 _______________________________________________________________________________________________________ Robert G. Funari 1994 210,000 - 0 - 3,821 85,500(6) 4,394 Executive Vice 50,000 President and Chief __________________________________________________________________________________ Operating Officer 1993* 79,154 75,000 41,515 100,000 843 _______________________________________________________________________________________________________ 1994 152,307 - 0 - 35,700(6) 2,855 __________________________________________________________________________________ Jack L. Coffey 1993* 80,814 50,000 370 __________________________________________________________________________________ Vice President 1993 140,000 132,000 50,000 462 _______________________________________________________________________________________________________ Michael E. Mikity 1994 139,808 - 0 - 10,000 6,004 __________________________________________________________________________________ Vice President, 1993* 75,000 50,000 1,989 __________________________________________________________________________________ Treasurer and Chief 1993 130,000 121,000 __________________________________________________________________________________ Financial Officer 1992 141,463 127,083 ____________________________ (1) Amounts shown include cash and non-cash compensation earned and received by Executive Officers as well as amounts earned but deferred at the election of those Executive Officers under the Deferral Plan. (2) The amounts for the seven-month period ended December 31, 1993 (marked as 1993*), include the portion of the bonuses accrued under the Officer Incentive Plan for the old fiscal year 1994, ending May 31, 1994. At the Board of Directors meeting held on January 10, 1994, the Chief Executive Officer recommended to the Compensation Committee to pay a bonus to each eligible employee including the Executive Officers. The recommendations were based on the rationale that: (i) Syncor achieved a sufficient level of sales and earnings for the first two quarters of the seven-month period; and (ii) Syncor management was able to create, develop and execute a strategic alliance with the DuPont Merck Pharmaceutical Company. The Compensation Committee and the Board approved the recommendations and the bonus was paid in March 1994. Amounts shown include amounts earned but deferred at the election of those Executive Officers. (3) The 1993 amounts include bonuses accrued under the fiscal year 1993 Executive Officer Incentive Plan. Pursuant to the plan adopted by the Board of Directors on August 2, 1992, in the event the budgeted net profit before tax ("NPBT") amount was achieved, each Executive Officer could receive a varying incentive payout from 56 percent to 70 percent of his or her salary. If the budgeted NPBT was exceeded by at least 11 percent, the Executive Officers could receive an incentive payout of 100 percent of the Executive Officer's salary. Actual payout, except for the Chairman of the Board and Chief Executive Officer, however, would be based 40 percent on achieving the NPBT amount and 60 percent on the individual Executive Officer achieving individual objectives agreed upon with the Chief Executive Officer. To the extent such objectives were not achieved, the payout would be reduced. Actual payouts were subject to approval by the Board of Directors. The payout was accrued in fiscal year 1993, and occurred in August, 1993. Amounts shown include amounts earned but deferred at the election of those Executive Officers. (4) The 1992 amounts include bonuses accrued under the fiscal year 1992 Executive Officer Incentive Plan. Pursuant to the 1992 plan adopted by the Board of Directors on July 15, 1991, in the event that the budgeted NPBT amount was achieved, each Executive Officer could receive an incentive payout of 100 percent of the Executive Officer's salary. Such payout, however, was based 40 percent on achieving the NPBT amount and 60 percent on the individual Executive Officer achieving agreed upon individual objectives. To the extent such objectives were not achieved, the payout was reduced. In the event that the budgeted NPBT amount was exceeded, for each dollar above such amount, the Executive Officer bonus pool was increased by 33 cents subject to the aforementioned achievement criteria. The payout was accrued in fiscal year 1992, and occurred in August 1992. Amounts shown include amounts earned, but deferred at the election of those Executive Officers. (5) Other Annual Compensation in the form of the value of certain perquisites did not, in the aggregate, exceed the amount of $50,000 or 10 percent of the aggregate salary and bonus compensation for the reported period, except as otherwise reported. Syncor accrues amounts for the "grossed-up" component under the Deferral Plan, however, those amounts are not shown as other compensation for the following reasons: (i) each individual policy bears its own investment and policy expenses; (ii) amounts accrued by Syncor are not invested on behalf of the participants; (iii) the actual "grossed-up" component could be zero at the time of retirement or termination. The amount reported for Mr. Funari represents relocation allowance according to Syncor's Homeowners' Full Relocation Package, available to all employees, which included for the seven-month transition period ended December 31, 1993 and year ended December 31, 1994: (i) $23,204 paid directly to Mr. Funari for relocation; (ii) $22,1311 paid to third parties on his behalf; and (iii) purchase and subsequent resale of his residence in Northern California in February 1994, according to his employment agreement. (6) Exchanged under the repricing offered by the Company on July 14, 1994. See "Repricing of Stock Options." (7) The amounts represent premiums paid for term life and disability insurance and the dollar value of Syncor's contribution under the ESSOP (see "EXECUTIVE LIFE INSURANCE PLAN"). The attributable benefit of $1,138 for Mr. McGrevin's life insurance is included in 1993*. Under the ESSOP named Executive Officers received the following number of shares of Syncor Common Stock as matching contributions: (i) for the year ended December 31, 1994, valued at $7.00 per share as of December 31, 1994: Mr. McGrevin, 332; Mr. Fu, 268; Mr. Funari, 239; Mr. Coffey, 272, and Mr. Mikity, 204; (ii) for the seven-month period ended December 31, 1993, valued at $22.375 per share as of December 31, 1993: Mr. McGrevin, 241; Mr. Fu, 260; Mr. Funari, zero; Mr. Coffey, 242, and Mr. Mikity, 220; (iii) for the fiscal year 1993 ended May 31, 1993, valued at $20.50 per share as of June 1, 1993: Mr. McGrevin, 762; Mr. Fu, 626; Mr. Coffey, 501, and Mr. Mikity, 501; (iv) for the fiscal year 1992 ended May 31, 1992, valued at $18.50 per share as of June 1, 1992: Mr. McGrevin, 883; Mr. Fu, 861; Mr. Coffey, 399, and Mr. Mikity, 519. * Syncor changed its fiscal year end from May 31 to December 31. The amounts represent the seven-month period ended December 31, 1993. Mr. Funari first joined Syncor during this period.
OPTION EXERCISES AND YEAR-END VALUES TABLE AGGREGATED OPTION EXERSICES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
______________________________________________________________________________ Number of Value of Unexercised Unexercised In-the-Money Options Options at FY-End at FY-End (#) ($) ______________________________________________________________________________ (a) (b) (c) (d) (e) Shares Value Exercisable/ Exercisable/ Acquired on Realized Unexercisable Unexercisable Name Exercise(#) ($) (1)(2) (3) _____________________________________________________________________________ Gene R. McGrevin 475,000/169,000 721,000/46,000 ______________________________________________________________________________ Monty Fu 8,000 14,400 11,400/0 0/0 ______________________________________________________________________________ Robert G. Funari 0/135,500 0/0 ______________________________________________________________________________ Jack L. Coffey 10,000 139,625 0/35,700 0/0 ______________________________________________________________________________ Michael E. Mikity 17,000/14,000 0/0 ______________________________________________________________________________ _______________ (1) Each of the outstanding options were granted with an exercise price of 100 percent of fair market value on the date of grant, for a term (subject to earlier termination following a termination of employment) of five to ten years. The options are exercisable no earlier than six months of the grant date for repriced stock options, and no earlier than the first anniversary of the grant date for all other stock options. The options vest over the course of up to four years. The options were granted under Syncor's 1990 MSIP, or earlier 1981 Master Stock Option Plan (established by the predecessor of Syncor, the "1981 MSOP"), at the discretion of the Board of Directors. The Board of Directors may, at its discretion, extend the expiration date of an option for an employee or a Director of Syncor who ceases to be an employee or a Director beyond the 30-day exercise period provided in the 1981 MSOP. Grantees did not pay for options. The 1981 MSOP is not qualified under the Internal Revenue Code. No options under the 1981 MSOP have tandem rights. After the adoption of the 1990 MSIP, no options were granted under the 1981 MSOP. All options that expire or lapse under 1981 MSOP become available for grant under 1990 MSIP. (2) The numbers shown in column (d) are the numbers of unexercisable options, including 265,000 "out-of-the-money" options held by the Executive Officers and 75,000 "in-the- money" exercisable stock options held by Mr. McGrevin. (3) Based solely on the market value of Syncor's Common Stock of $7.00 per share (the closing price as reported by Nasdaq for December 30, 1994), minus the exercise price of "in-the-money" options.
REPRICING OF STOCK OPTIONS As discussed in the "REPORT OF THE COMPENSATION COMMITTEE" on July 14, 1994, the Company offered current employees holding stock options under the Company's 1990 Master Stock Incentive Plan, the opportunity to exchange all of their unexercised options with exercise prices of $9.125 and higher for a reduced number of new options with an exercise price equal to the then-current fair market value. The exchange formula reduced the number of options, but reestablished motivation at market prices more in keeping with current market conditions. The vesting status of the new option shares was based on the percentage of option shares vested immediately preceding the exchange with all new options having a 10- year expiration date. Certain named Executive Officers participated in the exchange program. As a result of the exchange program, holders of options were given the right to exchange their "out-of- the-money" options for options having an exercise price of $8.50 per share. Persons who exchanged their "out-of-the-money" options for new options received options exercisable for fewer shares of common stock than the old exchanged options. The following tables list: (i) the number of "out-of-the-money" options exchanged by each of Executive Officers and the number of new options granted in exchanged for such options, and (ii) other information regarding the repriced options, including the market price and length of original options. TEN YEAR OPTION REPRICING
_______________________________________________________________________________ Length of Original Market Price Option Term of Stock at Exercise Price New Remaining at Time of at Time of Exercise Date of Repricing Name Repricing($) Repricing($) Price($) (In Years) _______________________________________________________________________________ Gene R. McGrevin 8.50 26.50 8.50 7.5 _______________________________________________________________________________ Monty Fu 8.50 9.13 8.50 6.3 _______________________________________________________________________________ Robert G. Funari 8.50 17.12 8.50 4.1 _______________________________________________________________________________ 8.50 9.12 8.50 6.3 ______________________________________________________________ Jack L. Coffey 8.50 21.00 8.50 2.8 _______________________________________________________________________________ Michael E. Mikity 4.15 6.71 4.15 4.4 _______________________________________________________________________________ William A. Kemmel 4.15 5.43 4.15 2.8 _______________________________________________________________________________ 8.50 21.75 8.50 2.3 _____________________________________________________________ 8.50 21.00 8.50 2.8 _____________________________________________________________ Sheila H. Coop 8.50 23.75 8.50 3.5 _______________________________________________________________________________ 8.50 15.25 8.50 1.9 _____________________________________________________________ 8.50 21.00 8.50 2.8 _____________________________________________________________ 8.50 23.75 8.50 3.5 _____________________________________________________________ Charles A. Smith 8.50 18.25 8.50 4.3 _______________________________________________________________________________
_________________________________________________________________________ Number of Number of New Name Date Options Exchanged Options Granted _________________________________________________________________________ Gene R. McGrevin 07/14/94 100,000 69,000 ___________________________________________________________________ Monty Fu 07/14/94 11,400 11,400 ___________________________________________________________________ Robert G. Funari 07/14/94 100,000 85,500 ___________________________________________________________________ 01/05/88 3,000 2,100 _________________________________________________ Jack L. Coffey 07/14/94 40,000 35,700 ___________________________________________________________________ Michael E. Mikity 01/05/88 10,000 9,000 ___________________________________________________________________ William A. Kemmel 01/05/88 10,000 9,000 ___________________________________________________________________ Sheila H. Coop 07/14/94 21,500 16,265 ___________________________________________________________________ 01/05/88 2,000 1,800 _________________________________________________ Charles A. Smith 07/14/94 33,500 26,810 ___________________________________________________________________
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realized Value at Assumed Annual Rates of Stock Grant Price Appreciation for Date Individual Grants Option Term Value __________________________________________________________________________________ (a) (b) (c) (d) (e) (f) (g) (h) Number of % of Total Securities Options Underlying Granted to Exercise Options Employees or Base Grant Date Granted in Fiscal Price Expiration Present (#)(1) Year ($/Sh) Date 5%($) 10%($) Value $(2) __________________________________________________________________________________ Gene R. McGrevin 69,000(1) 7.1595 8.50 07/14/04 368,847 934,730 0.00 __________________________________________________________________________________ Monty Fu 11,400(1) 1.1828 8.50 07/14/04 60,940 154,434 0.00 __________________________________________________________________________________ 85,500(1) 8.8715 8.50 07/14/04 457,049 1,158,252 0.00 _________________________________________________________________ Robert G. Funari 50,000 5.1880 8.50 07/14/99 117,420 259,467 0.00 __________________________________________________________________________________ Jack L. Coffey 35,700(1) 3.7042 8.50 07/14/04 190,838 483,621 0.00 __________________________________________________________________________________ Michael E. Mikity 10,000 1.0376 8.50 07/14/99 23,484 51,893 0.00 __________________________________________________________________________________ __________________ (1) Exchanged under the repricing offered by the Company on July 14, 1994. See "Repricing of Stock Options." (2) This column represents potential realizable value at 0% annual rate of Common Stock price appreciation at the grant date.
EMPLOYMENT AGREEMENTS. Mr. McGrevin has an employment agreement with Syncor, effective February 1, 1989. As amended, the agreement has a term of three years and eight months ending December 31, 1997, and provides for a negotiation period from January 1, 1997, to June 30, 1997, for extension of the term. The agreement provides for various benefits including a current annual salary of $310,000 which is subject to periodic review and increase, but not decrease. The agreement provides for various payments to Mr. McGrevin or his beneficiaries in the event of his death, disability or termination and in the event of change of control of Syncor. In the event of his death or termination due to disability, Mr. McGrevin or his beneficiaries would be entitled to a payment equal to the prorated portion of Mr. McGrevin's then current salary and bonus. In the event of a termination without cause, Mr. McGrevin would receive his salary, at the time of such termination, for the remaining term of the agreement and a full or partial bonus payment for the year of termination. He would also be entitled to continuation of certain other benefits for the same period, and full and immediate vesting of all stock options and other employee benefits. If such termination occurred following a change of control as defined below, the salary payments as described above would be made in a lump-sum payment upon the effective date of termination. If such termination occurs during the last two years of the term, such lump-sum payment shall be in the amount of two years compensation. In the event of change of control, a material reduction of Mr. McGrevin's duties and responsibilities, a relocation of his office or a change in the support personnel will be considered termination without cause. A change of control occurs under the agreement when either (i) 20 percent or more of Syncor's outstanding voting stock is acquired by a person, or group of related persons not affiliated with Syncor, or (ii) Syncor sells more than 50 percent of Syncor's assets not in the ordinary course of business. Mr. Funari has an employment agreement with Syncor, effective August 9, 1993. The agreement has a term of approximately two years ending August 31, 1995, and provides for a negotiation period from May 31, 1995, to August 31, 1995, for extension of the term. The agreement provides for various benefits including: (i) a current annual salary of $210,000 which is subject to periodic review and increase; (ii) $25,000 sign-on bonus; (iii) $40,000 guaranteed bonus for the 1994 fiscal year; (iv) grant of 100,000 stock option rights pursuant to 1990 MSIP; and (v) an unsecured loan in the amount of $200,000 payable on or before May 31, 1994. The agreement also provides for various payments to Mr. Funari or his beneficiaries in the event of his death, disability or termination. In the event of his death or termination due to disability, Mr. Funari or his beneficiaries would be entitled to a payment equal to the prorated portion of Mr. Funari's then current salary and bonus. In the event of a termination without cause, Mr. Funari would receive his salary, at the time of such termination, for the remaining term of the agreement and a full or partial bonus payment for the year of termination. He would also be entitled to continuation of certain other benefits for the same period, and full and immediate vesting of all stock options and other employee benefits. If such termination occurs during the last year of the term, a lump-sum payment shall be made in the amount of one year's compensation from the termination date at the salary rate in effect on such date. If the agreement is not extended and Mr. Funari leaves Syncor or continues to be employed by Syncor and subsequently he is terminated and such termination is not for cause, due to death or mutual agreement, then Syncor shall pay Mr. Funari all salary payments for one year from the expiration date or the termination date at the salary rate in effect on such date. Each non-employee Director and Executive Officer has an Indemnitee Agreement which under certain conditions, provides for indemnification of the Directors or Executive Officer for the duties performed for Syncor or its subsidiaries and affiliates. In addition, each non-employee Director and Executive Officer has a Benefits Agreement which, under certain limited conditions in the event of a change in control, each receives compensation for one year and all stock options fully vest immediately. DEFINED BENEFIT. At the July 10, 1993 Board of Directors Meeting, the Board approved a deferred compensation plan for Mr. McGrevin, by establishing a non-funded termination or retirement benefit effective June 10, 1993. The term of the plan is for ten years. For each year of participation under the plan, Mr. McGrevin will be credited with a benefit equal to $15,000. The benefit payment will be made in a lump sum upon termination or retirement. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The present members of the Compensation Committee are Joseph Kleiman, Chairman, Dr. Steven B. Gerber and Dr. Gail R. Wilensky, all of whom are non-employee Directors. The Compensation Committee, from time to time, for the purpose of gathering information or recommendations includes Executive Officers, including the Chief Executive Officer, in its deliberations. During the year ended December 31, 1994, none of the Compensation Committee members had a relationship requiring disclosure under any paragraph of Item 404 of Regulation S-K. FINANCIAL STATEMENTS AND INFORMATION Syncor's consolidated financial statements for the year ended December 31, 1994 and management's discussion and analysis of financial condition and results of operations appear in Syncor's Annual Report to Stockholders which accompanies this proxy statement. RELATIONSHIP WITH INDEPENDENT AUDITORS KPMG Peat Marwick LLP was appointed by the Board of Directors as Syncor's independent auditor for the year ending December 31, 1995. KPMG Peat Marwick LLP was Syncor's independent auditor for the year ended December 31, 1994. A representative from KPMG Peat Marwick will be present at the Annual Meeting, will have the opportunity to make statements, and will be available to respond to appropriate questions. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 ("ACT"), requires Syncor's Directors and Executive Officers to file reports of ownership and changes in ownership with the SEC. Additionally, Item 405 of Regulation S-K under the Act requires Syncor to identify in its proxy statement those individuals for whom one of the above- referenced reports was not filed on a timely basis during the most recent fiscal year or prior fiscal years. The Form 5 of Mr. Monty Fu was filed a few days late due to the error of Syncor's Legal Department which filed the same on his behalf. THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH INCLUDED IN THIS PROXY STATEMENT SHALL NOT BE DEEMED TO BE INCORPORATED BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT SYNCOR SPECIFICALLY INCORPORATES THIS REPORT OR THE PERFORMANCE GRAPH BY REFERENCE THEREIN, AND SHALL NOT BE DEEMED SOLICITING MATERIAL OR OTHERWISE DEEMED FILED UNDER EITHER OF SUCH ACTS. REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee administers the 1990 Master Stock Incentive Plan ("1990 MSIP"), which includes all stock options granted to Executive Officers. In addition, the Committee reviews management's suggestions and recommends to the Board of Directors the base salary compensation and the annual incentive compensation of the Executive Officers and evaluates the Executive Officers' performance. In determining the compensation recommendations for all Executive Officers which the Compensation Committee makes to the Board of Directors, it is the policy and practice of the Committee to consider the contributions of individual Executive Officers, the performance and prospects of Syncor over time, and the desirability of attracting and retaining a highly capable and experienced Executive Officer group. The newly enacted Internal Revenue Services' regulations, limiting the corporate deductions to $1,000,000 per Executive Officer, will be taken into consideration in determining total compensation of the Executive Officers. In recent years, it has been Syncor's policy to pay base salary compensation which is relatively low based on industry comparisons, but also to make it possible to pay Executive Officers more competitive compensation based on both Syncor's and the individual's performance, principally through the award of annual incentive compensation in the form of a bonus. The annual incentive compensation is based upon performance levels which include achievement of budgeted net profit before tax and individual objective factors established each year on recommendations of the Chief Executive Officer and approved by the Compensation Committee and the Board of Directors. Such incentive compensation can account for approximately 50 percent of total compensation. Annual incentive compensation for Syncor's Executive Officers can increase or decrease significantly if individual contribution or Syncor's performance exceeds, or fails to achieve, targeted performance levels. The annual incentive compensation is summarized for the seven-month transitional period ended December 31, 1993, and the fiscal years 1992 and 1993 in the "SUMMARY COMPENSATION TABLE" and footnotes (2), (3), (4) and (5) thereof. Due to the challenges of the marketplace presented to the Company in 1994, Syncor did not achieve sufficient earnings for the payment of bonuses to the Executive Officers for the year ended December 31, 1994. Accordingly, in keeping with its compensation philosophy, the Board of Directors did not pay any bonuses to any Executive Officer. Mr. McGrevin's compensation and related benefits are based principally on his rights under his employment agreement with Syncor. For the year ended December 31, 1994, Mr. McGrevin did not receive any bonus for above stated reasons. In addition, to supplement compensation based on Company's performance and the resulting acceptance of Company common stock in the public market, the Company grants stock options to Executive Officers and others. At the July 14, 1994, Board of Directors'regular meeting, the effectiveness of granted but "underwater" options (i.e., options with an exercise price above the current market trading price) was discussed at length. From its inception, 1990 MSIP has provided significant incentives for Executive Officers and key employees of the Company. With the sharp drop of the price of the Company's common stock in recent years, the motivational purpose of the granted options was lost. In light of the fact that the Company does not have a long term incentive plan, the Compensation Committee recommended to the Board of Directors and the Board of Directors approved and offered to the current employees holding stock options under the Company's 1990 MSIP, the opportunity to exchange all of their unexercised options with exercise prices of $9.125 and higher for a reduced number of new options with an exercise price of $8.50 which was equal to the then- current fair market value. The exchange formula reduced the number of options but re-established motivation at market prices more in keeping with current market conditions. The vesting status of the new option shares was based on the percentage of option shares vested immediately preceding the exchange with all replacement options having a 10-year expiration date. Dated: May 1, 1995 Compensation Committee of the Board of Directors, Syncor International Corporation Joseph Kleiman, Chairman Dr. Gail R. Wilensky Dr. Steven B. Gerber SYNCOR STOCK PRICE PERFORMANCE The following chart compares the value of $100 invested in Syncor Common Stock from May 31, 1988, through December 31, 1994, with the similar investment in the Nasdaq Composite (U.S. companies) and with the S&P Health Care Composite. The Nasdaq Composite (U.S. companies) is an index comprised of all domestic common shares traded on the Nasdaq National Market and the Nasdaq Small-Cap Market. The S&P Health Care Composite is a composite index which is weighted between the following S&P indices: Health Care Diversified (44.1%); Health Care Drugs (39.3%); Health Care Miscellaneous (3.6%); Hospital Management (2.0%) and Medical Products and Supplies (11%). The table below shows the value of each such investment on May 31, of each year and December 31, 1993 and 1994, assuming reinvestment of dividend.
May-88 May-89 May-90 May-91 May-92 May-93 Dec-93 Dec-94 _______________________________________________________________________________________________ Syncor International $100 $89 $126 $226 $278 $300 $331 $104 NASDAQ Composite $100 $124 $130 $147 $173 $208 $230 $225 S&P Health Care Composite Index $100 $129 $168 $226 $246 $214 $217 $245
AMENDMENTS TO THE BY-LAWS The Company's Board of Directors unanimously recommends that the stockholders consider and approve the following proposal to amend the Company's By-Laws. The full text of each amendment is set forth below; deletions to the existing By-Laws are indicated by way of strikeout and additions are bolded and underlined. Each section that is proposed to be amended is followed by a description of the purpose and effects of the proposed changes under the caption "DESCRIPTION OF THE PROPOSED AMENDMENT." In December 1993 the Company changed its fiscal year from May 31 to December 31. This change in fiscal year was the result of the strategic alliance the Company entered into with the Radiopharmaceutical Division of the DuPont Merck Pharmaceutical Company. The change in the fiscal year required some changes to the By-Laws. The other reasons for the proposed amendments are stated in the "DESCRIPTION OF THE PROPOSED AMENDMENT." The principal changes to the by-Laws are submitted to the stockholders of the Company for their approval as four separate proposals, each of which is listed below in its entirety. In addition, attached hereto as Exhibit A is the complete text of the Company's Restated By-Laws, including the Indemnitee Agreement, which By-Laws contain all of the proposed changes. AMENDMENTS TO THE BY-LAWS ANNUAL MEETING AND RELATED MATTERS (PROPOSAL 1) ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 2. ANNUAL MEETING. The annual meeting of stockholders, _________ ______________ commencing with the year [1986] <1996>, shall be held at 2:00 p.m. on the [third Tuesday of October] , if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, at 2:00 p.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof. At such annual meeting, the stockholders shall elect[, by a plurality vote,] a Board of Directors and transact such other business as may properly be brought before the meeting. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be [delivered to or mailed and] received at the principal executive offices of the [Corporation, not less than 90 days prior to the meeting.] A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name<, age> and address, as they appear on the Corporation's records, of the stockholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. Notwithstanding anything in the by-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 2. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2 and if [he] should so determine, [he] shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment would change the date of the annual meeting and delete the reference to the voting requirement for the election of directors which is addressed in Section 9. Moreover, this proposed amendment would eliminate any possibility that a stockholder did not receive adequate notice of an annual meeting of stockholders (and, therefore, has the ability to bring business before the meeting) by fixing the deadline for receipt of notice to the anniversary of the preceding year's annual meeting (as opposed to the date of the upcoming meeting, which may not always have been determined at a particular point in time). Further, the amendment would make the provision gender neutral and create certainty as to when notice is deemed to have been given by the Corporation. SECTION 3. SPECIAL MEETINGS. Except as otherwise required by law _________ ________________ and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of the stockholders may be called only by the Chairman of the Board, by the President or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment would place _____________________________________ the burden of calling a meeting upon the Secretary where it is called by the Board of Directors and would reflect the deletion in Section 4 of the scope of business permitted to be transacted at a special meeting, which is more appropriately addressed in Section 3. SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly _________ __________________ required by statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting. [Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.] Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Notice by mail shall be deemed given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice. DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment merely would _____________________________________ delete the language pertaining to the scope of business permitted to be transacted at a special meeting, which we propose be inserted in Section 3. [SECTION 11. STOCKHOLDER ACTION. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders.] DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment would delete _____________________________________ the provision since it is a legal nullity under Section 228 of the General Corporation Law and is superseded by Article Eighth of the Certificate of Incorporation. AMENDMENTS TO THE BY-LAWS BOARD OF DIRECTORS AND RELATED MATTERS (PROPOSAL 2) ARTICLE III BOARD OF DIRECTORS
Subject to the rights of any class or ___________ _____________ series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors generally. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Director at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation [not later than (i) with respect to an election to be held at an annual meeting of stockholders, 90]<. To be timely, a stockholder's notice must be received at the principal executive offices of the corporation: (1) not less than 60> days in advance of such meeting[, and (ii) with respect to an election to be held at a special] meeting of stockholders [for the election of Directors], the close of business on the [tenth] <15th> day following the date [on which notice of such meeting is first given to stockholders]<(or the first date, if there be more than one) of public disclosure of the date of such meeting. For the purposes of this Section 3, the date of public disclosure of a meeting shall include, but not be limited to, the date on which disclosure of the date of the meeting is made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) (or the rules and regulations thereunder) of the Securities Exchange Act of 1934, as amended>. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a Director of the Corporation if so elected. The chairman of the meeting [may] refuse to acknowledge the nomination of any person not made in compliance with the foregoing [Procedure.] . DESCRIPTION OF THE PROPOSED AMENDMENT: Similar to Section 2, Article II, the amendment would tie the deadline for receipt of a nomination to the anniversary of the previous annual meeting and create certainty as to when notice is deemed to have been given by the company. Also, the amendment would eliminate the opportunity for a claim of manipulative behavior by mandating that nominations not in compliance therewith not be considered. SECTION 13. REMOVAL OF DIRECTORS. [Any] Director may be removed from office, with cause, by the affirmative vote of the holders of record of a majority of the combined voting power of the outstanding shares of Stock entitled to vote generally in the election of Directors, voting together as a single class and without cause, only by the affirmative vote of the holders of 75% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of Directors, voting together as a single class. DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment explicitly _____________________________________ would recognize the rights of preferred stockholder, if any. AMENDMENTS TO THE BY-LAWS INDEMNIFICATION OF DIRECTORS AND OFFICERS RELATED MATTERS (PROPOSAL 3) At the October 10, 1986, Stockholder meeting, Stockholders approved proposed amendments to Article IV of the By-Laws and provided indemnification of the Executive Officers and Directors according to a form of indemnitee agreement (the "Current Agreement"), made part of the By Laws. The Board of Directors believes that the Current Agreement requires certain modifications and that proposed amendments to said agreement are a good measure and will serve the best interests of the Company and its stockholders by strengthening the Company's ability to attract and retain over time the services of knowledgeable and experienced persons to serve as Directors and Officers who, through their efforts and expertise, can make significant contributions to the success of the Company. Attached hereto as Appendix A is the complete text of the proposed form of the modified indemnification agreement (the "Proposed Agreement"). The Proposed Agreement is a substantively and procedurally more comprehensive form of indemnification agreement and will provide substantially greater benefits to the Company and indemnities than the Current Agreement. The Board of Directors recommends that the stockholders approve the new form of the Indemnity Agreement. The affirmative vote of the holders of a majority of the voting shares present at the meeting is required to approve the Indemnity Agreement. The following is the outline of the major differences of the Proposed Agreement compare to the Current Agreement. DESCRIPTION OF THE PROPOSED AMENDMENT: The Proposed Agreement _____________________________________ expressly: (i) sets forth the obligations of the indemnitee, therefore supports the finding of consideration flowing to the Company for the agreement to indemnify; (ii) grants indemnification for specific contexts, such as indemnification for expenses as a witness; (iii) imposes a ten-day deadline for advancement of expenses as well as the terms (i.e., unsecured and interest free) of an undertaking; (iv) provides certainty to the Company and the indemnitee as to the procedures for obtaining indemnification from the Company and for obtaining judicial relief by describing the terms thereof in detail; (v) provides for certain presumptions favoring the indemnitee with respect to his rights thereunder; (vi) recognizes the nonexclusive and cumulative nature of the Proposed Agreement; (vii) recognizes the Company's right to subrogation and set-off, thereby limiting the rights of the Indemnitee under the Proposed Agreement to indemnitee's actual damages suffered.; (viii) sets the time period during which the indemnitee is covered; and (ix) limits the obligations of the Company with respect to actions brought by the indemnitee, thereby protecting the Company against having to pay for lawsuits brought by the indemnitee not intended to be covered thereunder (e.g., claim against the Company for wrongful discharge). AMENDMENTS TO THE BY-LAWS AMENDMENTS (PROPOSAL 4) ARTICLE VIII AMENDMENTS Except as otherwise provided by these by-laws, the Certificate of Incorporation, or by operation of law, the by-laws of the Corporation may be made, altered or repealed by vote of [the stockholders] at any annual or special meeting of stockholders called for that purpose or by the affirmative vote of a majority of the Directors then in office given at any regular or special meeting of the Board of Directors. DESCRIPTION OF THE PROPOSED AMENDMENT: The amendment would clarify _____________________________________ the vote required by stockholders for amendments hereto. ANNUAL REPORT TO STOCKHOLDERS The Annual Report to Stockholders concerning the operations of Syncor for the year ended December 31, 1994 including consolidated financial statements for that period, has been enclosed with this proxy statement. STOCKHOLDER PROPOSALS Stockholder proposals for consideration at the Annual Meeting expected to be held in June 1996, must be received by Syncor no later than December 31, 1995, for them to be included in the proxy materials for the 1996 Annual Meeting. To be included, proposals must be proper under law and must comply with the Rules and Regulations of the Securities and Exchange Commission and the By-Laws of Syncor. All such proposals should be addressed to the Secretary of the Company. OTHER MATTERS The Board of Directors is not aware of any other matters which are to be presented at the Annual Meeting. However, if any other matters should properly come before the Annual Meeting, the persons named in the proxy will vote on such matters in accordance with their judgment. The above notice and proxy statement are sent by order of the Board of Directors. May 1, 1995 HAIG S. BAGERDJIAN Chatsworth, California Secretary AVAILABILITY OF ANNUAL REPORT ON FORM 10-K UPON WRITTEN REQUEST, SYNCOR WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K, EXCEPT FOR EXHIBITS THERETO, FOR THE PERIOD ENDED DECEMBER 31, 1994 FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, TO ANY STOCKHOLDER AT THE CLOSE OF BUSINESS ON APRIL 21, 1995. ANY EXHIBITS WILL BE PROVIDED ON REQUEST UPON PAYMENT OF THE REASONABLE EXPENSES OF FURNISHING THE EXHIBIT. REQUESTS SHOULD BE ADDRESSED TO SYNCOR, TO THE ATTENTION OF INVESTOR RELATIONS, 20001 PRAIRIE STREET, CHATSWORTH, CALIFORNIA 91311, OR TELEPHONE (818) 886-7400. EX-1 2 PROXY CARD PROXY CARD __________ SYNCOR INTERNATIONAL CORPORATION 20001 Prairie Street Chatsworth, California 91311 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JUNE 20, 1995. The undersigned hereby appoints Monty Fu and Gene R. McGrevin, and each of them, Proxies for the The Meeting will be held at the undersigned to vote all the stock of Warner Center Marriott Hotel, Syncor International Corporation 21850 Oxnard Street, owned by the undersigned at the Woodland Hills, California 91367 Annual Meeting of its Stockholders and will begin at to be held on June 20, 1995, and at 1:00 p.m., local time. any adjournment(s) thereof, for the election of three of the nine Directors, and any other matters which may properly come before the meeting, as indicated on this card and as set forth in the Proxy Statement, subject to any directions indicated on this card. IF NO DIRECTIONS ARE GIVEN, THE ________________________________ PROXIES INTEND TO VOTE THE SHARE _________________________________ REPRESENTED BY THIS PROXY AS ______________________________ RECOMMENDED BY THE DIRECTORS ON ________________________________ THE MATTERS DESCRIBED ON THE _____________________________ REVERSE SIDE. ______________ THIS PROXY REVOKES ALL PROXIES _______________________________ PREVIOUSLY GRANTED BY THE ___________________________ UNDERSIGNED FOR ANY PURPOSE. _____________________________ If you do not sign and return a Proxy, or attend the Meeting, your shares cannot be voted. (Please date and sign on reverse side.) [FRONT] SYNCOR International Corporation's Directors recommend a vote "FOR" the nominees, the proposals, and SHARES WILL BE SO VOTED UNLESS OTHERWISE INDICATED. 1. ELECTION OF DIRECTORS / / FOR all nominees / / WITHHOLD AUTHORITY ____ ____ listed below to vote for all (except as marked nominees listed to the contrary below below) Gene R. McGrevin, Gorge S. Oki and Robert G. Funari for the three-year term expiring in 1998. (INSTRUCTION: To withhold authority to vote for any individual nominee listed above, write that nominee's name in the space provided below.) ______________________________________________________________________ 2. APPROVAL OF AMENDMENT OF BY-LAWS TO CHANGE THE ANNUAL MEETING DATE AND RELATED MATTERS / / FOR / / AGAINST / / ABSTAIN _____ _____ ____ 3. APPROVAL OF AMENDMENT OF BY-LAWS AFFECTING THE NOMINATIONS OF DIRECTORS AND RELATED MATTERS / / FOR / / AGAINST / / ABSTAIN _____ _____ ____ 4. APPROVAL OF AMENDMENT OF BY-LAWS AFFECTING THE INDEMNIFICATION OF DIRECTORS AND OFFICERS AND RELATED MATTERS / / FOR / / AGAINST / / ABSTAIN _____ _____ ____ 5. APPROVAL OF AMENDMENT OF BY-LAWS CLARIFYING THE VOTE REQUIRED TO AMEND THE BY-LAWS / / FOR / / AGAINST / / ABSTAIN _____ _____ ____ 6. If any other matters are properly brought before the Meeting, or any adjournment(s) thereof, the persons named on the reverse side as Proxies or their substitutes are authorized to vote in accordance with their best judgment. SIGN HERE AS NAME(S) APPEAR IN PRINT X_______________________________ DATE:_________________________, 1995 X_______________________________ DATE:_________________________, 1995 Please sign and date this Proxy and return it promptly. If signing for a corporation or partnership or as agent, attorney or fiduciary, indicate the capacity in which you are signing. Joint owners should both sign. [BACK] EX-2 3 EXHIBIT A EXHIBIT A RESTATED BY-LAWS OF SYNCOR INTERNATIONAL CORPORATION (A DELAWARE CORPORATION) ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the Corporation _________ _________________ within the State of Delaware shall be in the City of Wilmington, County of New Castle. SECTION 2. OTHER OFFICES. The Corporation may also have an office or offices _________ _____________ other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the _________ _________________ election of directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof. SECTION 2. ANNUAL MEETING. The annual meeting of stockholders, commencing _________ ______________ with the year 1996, shall be held at 2:00 p.m. on the second Wednesday of June, if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, at 2:00 p.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof. At such annual meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be received at the principal executive offices of the corporation: (1) not less than 60 days in advance of such meeting if such meeting is to be held on a day which is within 30 days preceding the anniversary of the previous year's annual meeting or 90 days in advance of such meeting if such meeting is to be held on or after the anniversary of the previous year's annual meeting; and (2) with respect to any other annual meeting of stockholders, on or before the close of business on the 15th day following the date (or the first date, if there be more than one) of public disclosure of the date of such meeting. For the purposes of this Section 2, the date of public disclosure of a meeting shall include, but not be limited to, the date on which disclosure of the date of the meeting is made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) (or the rules and regulations thereunder) of the Securities Exchange Act of 1934, as amended. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name, age and business and residential address, as they appear on the Corporation's records, of the stockholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. Notwithstanding anything in the by-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 2. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2 and if the chairman should so determine, the chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. SECTION 3. SPECIAL MEETINGS. Except as otherwise required by law and subject _________ ________________ to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of the stockholders may be called only by the Chairman of the Board, by the President or by the Secretary upon the request of the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. Business transacted at all special meetings of the stockholders shall be confined to the purpose or purposes stated in the notice of the special meeting. SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly required by _________ __________________ statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting. Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at such stockholder's address as it appears on the records of the Corporation. Notice by mail shall be deemed given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice. SECTION 5. LIST OF STOCKHOLDERS. The officer who has charge of the stock _________ ____________________ ledger of the Corporation shall prepare and make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such stock list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The stock list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock list shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy in any meeting of stockholders. SECTION 6. QUORUM, ADJOURNMENTS. The holders of shares of stock of the ________ ____________________ Corporation representing a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the holders of shares of stock of the Corporation representing a majority of the voting power of the issued and outstanding stock, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time to another time and place, without notice other than announcement at the meeting of such time and place, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Once a quorum has been established, the stockholders present at a duly organized meeting can conduct the business properly brought before the meeting until adjournment, notwithstanding the withdrawal of stockholders from the meeting. SECTION 7. ORGANIZATION. At each meeting of stockholders, the Chairman of _________ ____________ the Board, if one shall have been elected, or, in the Chairman's absence or if one shall not have been elected, the President, shall act as chairman of the meeting. The Secretary or, in the Secretary's absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting to keep the minutes thereof. SECTION 8. ORDER OF BUSINESS. The date and time of the opening and the _________ _________________ closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at such meeting by the person presiding over the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be received after the time set for the closing of the polls. The Board of Directors may adopt by resolution such rules or regulations for the conduct of meetings of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting of stockholders shall have the absolute right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting, and there shall be no appeal from the ruling of the chair. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (1) the establishment of an agenda or order of business for the meeting; (2) rules and procedures for maintaining order at the meeting and the safety of those present; (3) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair shall permit; (4) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (5) limitations on the time allotted to questions or comments by participants. Unless, and to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. A resolution or motion on business properly brought before a meeting shall be considered for vote only if proposed by a stockholder or a duly authorized proxy, and seconded by an individual, who is a stockholder or a duly authorized proxy, other than the individual who proposed the resolution. SECTION 9. VOTING, PROXIES. Except as otherwise provided by statute or the _________ _______________ Certificate of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in such stockholder's name on the record of stockholders of the Corporation. Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for such stockholder by a proxy signed by such stockholder or such stockholder's attorney-in-fact, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered at or prior to the time designated in the order of business for so delivering such proxies. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by a proxy at the meeting entitled to vote on the subject matter shall be the act of the stockholders on any question brought before such meeting, except (a) for the election of directors, which shall be decided by a plurality of the voting power of the shares of the stock of the Corporation entitled to vote in the election of such directors, present in person or represented by proxy, and (b) where the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by such stockholder's proxy, if there be such proxy, and shall state the number of votes voted. A proxy must be in writing and dated and executed by the stockholder or the stockholder's duly authorized officer, director, employee, attorney or agent. To the extent permitted by law, a proxy may be transmitted in a telegram, cablegram or other means of electronic transmission provided that the telegram, cablegram or electronic transmission either sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. A copy, facsimile transmission or other reliable reproduction of a written or electronically-transmitted proxy may be substituted for or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. SECTION 10. INSPECTORS. The Board of Directors shall, in advance of any __________ __________ meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof and make a written report thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of such person's duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of such person's ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies and ballots, receive votes and ballots, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes and ballots and determine the results. The inspectors shall make and retain for a reasonable period a written report of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders. SECTION 11. CONFIDENTIAL VOTING. All proxies, ballots and vote tabulations __________ ___________________ that identify the particular vote of a stockholder shall be kept confidential, except that disclosure may be made (1) to allow the inspectors to certify the results of the vote; (2) as necessary to meet applicable legal requirements, including the pursuit or defense of judicial actions; or (3) when expressly requested by such stockholder. Proxy cards shall be returned in envelopes addressed to the inspectors (in care of the transfer agent), which shall receive, inspect and tabulate the proxies. Comments written on proxies, consents or ballots shall be transcribed and provided to the Secretary with the name and address of the stockholder. The vote of the stockholder shall not be disclosed at the time any such comment is provided to the Secretary except where such vote is included in the comment or disclosure is necessary, in the opinion of the inspector, for an understanding of the comment. Nothing in this by-law shall prohibit the inspector from making available to the Corporation, during the period prior to any annual or special meeting, information as to which stockholders have not voted and periodic status reports on the aggregate vote. ARTICLE III BOARD OF DIRECTORS SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall _________ ______________ be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders. SECTION 2. NUMBER AND TERMS. Except as otherwise fixed pursuant to the _________ ________________ provisions of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, the number of the Directors of the Corporation shall be fixed from time to time by majority vote of the entire Board of Directors. The Directors, other than those who may be elected by the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible. As determined by the Board of Directors, one class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1987, another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1988, and another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1989, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of the stockholders of the Corporation, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. SECTION 3. NOMINATIONS. Subject to the rights of any class or series of _________ ___________ stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors generally. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Director at a meeting only if timely written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation. To be timely, a stockholder's notice must be received at the principal executive offices of the corporation: (1) not less than 60 days in advance of such meeting if such meeting is to be held on a day which is within 30 days preceding the anniversary of the previous year's annual meeting or 90 days in advance of such meeting if such meeting is to be held on or after the anniversary of the previous year's annual meeting; and (2) with respect to any other annual meeting of stockholders, on or before the close of business on the 15th day following the date (or the first date, if there be more than one) of public disclosure of the date of such meeting. For the purposes of this Section 3, the date of public disclosure of a meeting shall include, but not be limited to, the date on which disclosure of the date of the meeting is made in a press release reported by the Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) (or the rules and regulations thereunder) of the Securities Exchange Act of 1934, as amended. Each such notice shall set forth: (a) the name, age and business and residential address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the written consent of each nominee to serve as a Director of the Corporation if so elected. The chairman of the meeting shall refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. SECTION 4. PLACE OF MEETINGS. Meetings of the Board of Directors shall be _________ _________________ held at such place or places, within or without the State of Delaware as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting. SECTION 5. ANNUAL MEETING. The Board of Directors shall meet for the purpose _________ ______________ of corporate organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter provided in Section 8 of this Article III. SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors _________ ________________ shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these By-Laws. SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may _________ ________________ be called by the Chairman of the Board, if one shall have been elected, or by a majority of the Directors of the Corporation or by the President. SECTION 8. NOTICE OF MEETINGS. Notice of each special meeting of the Board _________ __________________ of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 8, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these By-Laws, such notice need not state the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each Director, addressed to such Director at such Director's residence or usual place of business, by mail, at least twenty (20) days before the day on which such meeting is to be held, or shall be sent addressed to such Director at such place by telegraph, cable, telex, telecopier or other similar means, or be delivered to such Director personally at least 48 hours prior to the meeting. Notice of any such meeting need not be given to any Director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when such Director shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Notices are deemed to have been given: by telephone, at the time of delivery to the recipient; by telegram or similar means, at the time of transmission; and by mail, when deposited in the United States mail, postage prepaid. SECTION 9. QUORUM AND MANNER OF ACTING. A majority of the total number of _______ ___________________________ the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and, except as otherwise expressly required by statute or the Certificate of Incorporation or these By-Laws, the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the Directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the Directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the Directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Except as otherwise provided by law, the Directors shall act only as a Board and the individual Directors shall have no power as such. SECTION 10. ORGANIZATION. At each meeting of the Board of Directors, the __________ ____________ Chairman of the Board, if one shall have been elected, or, in the absence of the Chairman of the Board or if one shall not have been elected, the President (or, in the President's absence, another Director chosen by a majority of the Directors present) shall act as Chairman of the meeting and preside thereat. The Secretary or, in the Secretary's absence, any person appointed by the Chairman shall act as Secretary of the meeting and keep the minutes thereof. SECTION 11. RESIGNATIONS. Any Director of the Corporation may resign at any __________ ____________ time by giving written notice of such Director's resignation to the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 12. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as otherwise __________ _________________________________________ fixed pursuant to the provisions of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, newly created director- ships resulting from any increase in the number of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director's successor shall have been elected and qualified. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. SECTION 13. REMOVAL OF DIRECTORS. Subject to the rights of any class or __________ ____________________ series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office, with cause, by the affirmative vote of the holders of record of a majority of the combined voting power of the outstanding shares of Stock entitled to vote generally in the election of Directors, voting together as a single class and without cause, only by the affirmative vote of the holders of 75% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of Directors, voting together as a single class. SECTION 14. COMPENSATION. The Board of Directors shall have authority to fix __________ ____________ the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity. SECTION 15. COMMITTEES. The Board of Directors may, by resolution passed by __________ __________ a majority of the entire Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors (including the power and authority to declare a dividend, authorize the issuance of stock, adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware (the "General Corporation Law") and, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in subsection (a) of Section 151 of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series) and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors. Each committee of the Board of Directors shall fix its own rules or procedure consistent with the provisions of applicable law and of any resolutions of the Board of Directors governing such committee. Each committee shall meet as provided by such rules or such resolutions of the Board of Directors. Unless otherwise provided by such rules or by such resolutions, the provisions of these By-Laws relating to the place of holding meetings and notice required for meetings of the Board of Directors shall govern the place of meetings and notice of meetings for committees of the Board of Directors. Except in cases where it is otherwise provided by the rules of such committee or by the resolution of the Board of Directors, the vote of a majority of the members present at a duly constituted meeting at which a quorum is present shall be sufficient to pass any measure by the committee. In the event that the Board of Directors shall designate a committee that shall have the power to recommend changes in the compensation of senior management of the Corporation, recommended or retain an auditor for the Corporation and/or recommend nominees for election as directors of the Corporation, the membership of such committee shall consist solely of such directors who are not employees of the Corporation or of any subsidiary of the Corporation. SECTION 16. ACTION BY CONSENT. Unless restricted by the Certificate of __________ _________________ Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be. SECTION 17. TELEPHONIC MEETING. Unless restricted by the Certificate of __________ __________________ Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at the meeting. ARTICLE IV OFFICERS SECTION 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation shall _________ _________________________ be elected annually by the Board of Directors at the meeting immediately following the annual meeting of stockholders. The officers of the Corporation shall include the President, one or more Vice-Presidents, the Secretary and the Treasurer. If the Board of Directors wishes, it may also elect as an officer of the Corporation a Chairman of the Board and may elect other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corpora- tion. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a Director. Each officer shall hold office until such officer's successor shall have been duly elected and shall have qualified, or until such officer's death, or until such officer shall have resigned or have been removed, as hereinafter provided in these By-Laws. In its discretion, the Board of Directors may leave unfilled for any period it may fix any office to the extent allowed by law. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. In the case of the absence or disability of an officer or for any other reason that is determined to be sufficient to the Board of Directors, the Board of Directors or any officer designated by it, may, for the time of the absence or disability, delegate such officer's duties and powers to any other officer of the Corporation. The Board of Directors also may elect, appoint or provide for the appointment of such other officers and agents as may from time to time appear necessary or advisable in the conduct of the affairs of the Corporation. SECTION 2. RESIGNATIONS. Any officer of the Corporation may resign at any _________ ____________ time by giving written notice of such officer's resignation to the President or Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective. SECTION 3. REMOVAL. Any officer of the Corporation may be removed, either _________ _______ with or without cause, at any time, by the affirmative vote of a majority of the members of the Board of Directors at any meeting thereof. SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall _________ _____________________ be such an officer, shall, if present, preside at all meetings of the stockholders and the Board of Directors, and exercise and perform such other powers and duties as established in an employment contract, and as may be from time to time assigned to the Chairman by the Board of Directors or prescribed by the By-Laws. SECTION 5. PRESIDENT. Subject to such supervisory powers, if any, as may be _________ _________ given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation if so elected by the Board of Directors and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the corporation, its business and its officers. In the absence of the Chairman of the Board, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. Subject to the final sentence of Section 15 of Article III, the President shall be an ex-officio member of all the standing committees, including the executive __________ committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed or which are in the ordinary course of business of the Corporation. The President may vote, either in person or by proxy all of the shares of the capital stock of any company which the Corporation owns or is otherwise entitled to vote at any and all meetings of the stockholders of such company and shall have the power to accept or waive notice of such meetings. SECTION 6. EXECUTIVE VICE PRESIDENT. Each Executive Vice-President shall _________ ________________________ perform all such duties as from time to time may be assigned him/her by the Board of Directors or the President. At the request of the President, in the absence of the President, or in the event of the President's inability or refusal to act, the Executive Vice-President, or if there shall be more than one, the Executive Vice-Presidents, in the order determined by the Board of Directors (or if there is no such determination, then the Executive Vice-Presidents in the order of their election), shall perform the duties of the President and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties. SECTION 7. SENIOR VICE-PRESIDENT. Each Senior Vice-President shall perform _________ _____________________ all such duties as from time to time may be assigned to such Senior Vice- President by the Board of Directors, or the President. SECTION 8. VICE PRESIDENT. Each Vice President shall perform all such duties _________ ______________ as from time to time may be assigned to such Vice-President by the Board of Directors, or the President. SECTION 9. TREASURER. The Treasurer shall: _________ _________ (a) have charge and custody of, and be responsible for, all of the funds and securities of the Corporation; (b) keep full and accurate records of receipts and disbursements in books belonging to the Corporation; (c) deposit all moneys and other valuables to the credit of the Corporation in such depositories as may be designated by the Board of Directors or pursuant to its direction; (d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation and supervise the investments of its funds, taking proper vouchers therefore; (f) render to the Board of Directors, whenever the Board of Directors may require, an account of the financial conditions of the Corporation; and (g) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors. SECTION 10. SECRETARY. The Secretary shall: __________ _________ (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders; (b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all certificates for shares of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board of Directors. SECTION 11. OFFICERS' BONDS OR OTHER SECURITY. If required by the Board of __________ _________________________________ Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of such officer's duties, in such amount and with such surety as the Board of Directors may require. SECTION 12. COMPENSATION. The compensation of the officers of the __________ ____________ Corporation for their services as such officers shall be fixed from time to time by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that the officer is also a director of the Corporation. ARTICLE V STOCK CERTIFICATES AND THEIR TRANSFER SECTION 1. STOCK CERTIFICATES. Every holder of stock in the Corporation shall _________ __________________ be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by the holder in the Corporation. Stock certificates of the Corporation shall be in such form as may be approved by the Board of Directors. Such stock certificates shall be numbered and registered, and shall exhibit the holder's name and shares. SECTION 2. FACSIMILE SIGNATURES. Any or all of the signatures on a _________ ____________________ certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. SECTION 3. LOST CERTIFICATES. The Corporation may issue a new certificate of _________ _________________ stock or uncertificated shares in place of any certificate therefore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen, or destroyed certificate, or the owner's legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation or the _________ __________________ transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so. SECTION 5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may _________ ______________________________ appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars. SECTION 6. REGULATIONS. The Board of Directors may make such additional _________ ___________ rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. SECTION 7. FIXING THE RECORD DATE. (a) In order that the Corporation may _________ ______________________ determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the date next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. (b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. SECTION 8. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to _________ _______________________ recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. ARTICLE VI INDEMNIFICATION OF DIRECTORS AND OFFICERS SECTION 1. GENERAL. The Corporation shall indemnify and hold harmless, to _________ _______ the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and actually reasonably incurred by such person in connection with the proceeding. However, the Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 2. INDEMNIFICATION IN CERTAIN CASES. To the extent that a director _________ ________________________________ or officer of the Corporation has been successful on the merits or otherwise in defense of any proceeding, or in defense of any claim, issue or matter therein (or if Section 145(c) of the General Corporation law is amended after February 1, 1994 so as to broaden indemnification rights thereunder, then to the fullest extent permitted by the General Corporation Law), such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. SECTION 3. PROCEDURE. Any indemnification under Section 1 of this Article VI _________ _________ (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because the person has met the applicable standard of conduct set forth in such Section 1. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. SECTION 4. ADVANCES FOR EXPENSES. The Corporation shall pay the expenses _________ _____________________ (including attorneys' fees) incurred by a director or officer of the Corporation in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or ________ _______ officer in advance of the final disposition of the proceeding shall be made only upon a receipt of an undertaking by the director or officer to repay all costs advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Payment of such expenses incurred by other employees and agents of the Corporation may be made by the Board of Directors in its discretion upon such terms and conditions, if any, as it deems appropriate. SECTION 5. RIGHTS NOT EXCLUSIVE. The rights conferred on any person by this _________ ____________________ Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise. The indemnification and advancement of expenses provided for by this Article VI shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 6. INSURANCE. To the fullest extent permitted by applicable law as _________ _________ it presently exists or may hereafter be amended, the Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any other capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI. SECTION 7. INDEMNITY AGREEMENTS WITH DIRECTORS AND OFFICERS. The Corporation _________ ________________________________________________ may enter into indemnity agreements with the Directors and Officers of this Corporation substantially in the form attached hereto as Appendix A and hereby incorporated by reference; provided, however, such indemnity agreements shall exclude indemnity for the Directors' and Officers' knowing fraud, deliberate dishonesty or willful misconduct. SECTION 8. CLAIMS. Notwithstanding any other provision of this Article VI, _________ ______ if a claim for indemnification or advancement of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. SECTION 9. OTHER INDEMNIFICATION. The Corporation's obligation, if any, to _________ _____________________ indemnify and advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans, shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans. SECTION 10. AMENDMENT OR REPEAL. Any repeal or modification of the foregoing __________ ___________________ provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII GENERAL PROVISIONS SECTION 1. DIVIDENDS. Subject to the provisions of statute and the _________ _________ Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation. SECTION 2. RESERVES. Before payment of any dividend, there may be set aside _________ ________ out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserve in the manner in which it was created. SECTION 3. SEAL. The seal of the Corporation shall be in such form as shall _________ ____ be approved by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be affixed by any officer of the Corporation to any instrument executed by authority of the Corporation, and the seal when so affixed may be attested by the signature of any officer of the Corporation. SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be fixed, _________ ___________ and once fixed, may thereafter be changed, by resolution of the Board of Directors. SECTION 5. CHECKS, NOTES, DRAFTS, ETC.. All checks, notes, drafts or other _________ ___________________________ orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation. SECTION 6. EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of Directors may _________ __________________________________ authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances. SECTION 7. FORM OF RECORDS. Any records maintained by the Corporation in the _________ _______________ regular course of its business, including its stock ledger, books of account, and minutes books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotography or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall convert any records so kept upon the written request of any person entitled to inspect such records. ARTICLE VIII AMENDMENT Except as otherwise provided by these by-laws, the Certificate of Incorporation, or by operation of law, the by-laws of the Corporation may be made, altered or repealed by vote of holders of shares of stock representing a majority of the voting power of the issued and outstanding stock and entitled to vote thereon present in person or represented by a proxy at any annual or special meeting of stockholders at which a quorum is present called for that purpose or by the affirmative vote of a majority of the Directors then in office given at any regular or special meeting of the Board of Directors. EX-3 4 APPENDIX A APPENDIX A INDEMNITEE AGREEMENT This Agreement, made and entered into as of the ____ day of _______________ 199___ ("Agreement", by and between Syncor International Corporation, a Delaware corporation ("Company"), and __________________ ("Indemnitee"): WHEREAS, highly competent persons justifiably are reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and WHEREAS, the Board of Directors of the Company (the "Board") has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States- based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself; and WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining qualified persons; and WHEREAS, the Board has determined that the increased difficulty in attracting and retaining qualified persons is detrimental to the best interests of the Company's stockholders and that the Company should act to assure such persons that there will be increased certainty of protection in the future; and WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and WHEREAS, Indemnitee is willing to serve, continue to serve and to take on a additional service for or on behalf of the Company on the condition that he be so indemnified; NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: SECTION 1. SERVICES BY INDEMNITEE. Indemnitee agrees to serve as an officer _________ ______________________ of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in any such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee's employment with the Company (or any of its subsidiaries), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries), other applicable formal severance policies duly adopted by the Board, or by the Company's Certificate of Incorporation, By- Laws, and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an officer or director of the Company. SECTION 2. INDEMNIFICATION - GENERAL. The Company shall indemnify, and _________ _________________________ advance expenses (as hereinafter defined) to Indemnitee as provided in this Agreement and (subject to the provisions of this Agreement) to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement. SECTION 3. PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE ________________________________________________________________________ COMPANY. _______ Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or participant in any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, 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 Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. SECTION 4. PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall _________ _____________________________________________ be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such 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 Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, _________ ________ indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the Court in which such Proceeding shall have been brought or is pending, shall determine. SECTION 5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY __________________________________________________________________________ SUCCESSFUL. _________ Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is successful, on the merits or otherwise, in (i) defending any Proceeding brought against the Indemnitee by reason of his Corporate Status or (ii) in prosecuting any Proceeding described in the last sentence of Section 14 hereof, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in any such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in any such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. SECTION 6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any _________ _________________________________________ other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. SECTION 7. ADVANCEMENT OF EXPENSES. The Company shall advance all reasonable _________ _______________________ Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within ten days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such expenses. SECTION 8. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. _________ _____________________________________________________________ (a) To obtain Indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by a majority vote of the Disinterested Directors (as hereinafter defined) even though less than a quorum of the Board or by the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 8(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written consent to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). SECTION 9. PRESUMPTION AND EFFECT OF CERTAIN PROCEEDINGS. _________ _____________________________________________ (a) If a Change of Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. (b) If the person, persons or entity empowered or selected under Section 8 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such ________ _______ 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, ________ further, that the foregoing provisions of this Section 9(b) shall _______ not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 8(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement. (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except _______________ as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. SECTION 10. REMEDIES OF INDEMNITEE. ___________ _______________________ (a) In the event that (i) a determination is made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 5 or Section 6 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply in ________ ________ respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration. (b) In the event that a determination shall have been made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and _______ Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material act necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. (e) In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 17 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if he prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement or expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated. SECTION 11. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; ____________________________________________________________ SUBROGATION. ___________ (a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-Laws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or termination of this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or termination. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. (e) The Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. SECTION 12. DURATION OF AGREEMENT. This Agreement shall continue __________ _____________________ until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as an officer, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 10 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators. SECTION 13. SEVERABILITY. If any provision or provisions of this __________ ____________ Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. SECTION 14. EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF ____________________________________________________________________ EXPENSES. ________ Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company unless such shall have been approved in writing in advance of the filing of such Proceeding, or claim therein, by or at the direction of, the Board. Notwithstanding the preceding sentence, Indemnitee shall, however, be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company to recover and receive any amounts or benefits due to him pursuant to (i) the Company's Certificate of Incorporation or By-laws; (ii) any agreement; arrangement or understanding between him and the Company, or (iii) any agreement, arrangement, or understanding between the Company and any third party for his benefit. SECTION 15. IDENTICAL COUNTERPARTS. This Agreement may be executed __________ ______________________ in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence or this Agreement. SECTION 16. HEADINGS. The headings of the paragraphs of this __________ ________ Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. SECTION 17. DEFINITIONS. For purposes of this Agreement: __________ ___________ (a) "Change in Control" means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, _________ ________ such a Change in Control shall be deemed to have occurred if after the Effective Date (i) any "person" (as such term is used in Section 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest, (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two consecutive years, individual who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. (b) "Corporate Status" describes the status of a person who is or was a director, officer; employee; or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company. (c) "Disinterested Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee. (d) "Effective Date" means _________ , 199___. (e) "Expenses" shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in a Proceeding. (f) "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnities rights under this Agreement. (g) "Proceeding" includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 10 of this Agreement to enforce his rights under this Agreement. SECTION 18. MODIFICATION AND WAIVER. No supplement, modification or __________ _______________________ amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. SECTION 19. NOTICE BY INDEMNITEE. Indemnitee agrees promptly to __________ ____________________ notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. SECTION 20. NOTICES. All notices, requests, demands and other __________ _______ communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: (a) If to Indemnitee, to: (b) If to the Company to: Syncor International Corporation 20001 Prairie Street Chatsworth, CA 91311 or such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be. SECTION 21. CONTRIBUTION. To the fullest extent permissible under __________ ____________ applicable law, If the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). SECTION 22. GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT __________ ______________________________________________________ OF AGENT FOR SERVICE OF PROCESS. This Agreement and the legal _______________________________ relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 10(a) of this Agreement, each of the Company and Indemnitee hereby irrevocably and unconditionally (i) agrees that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consents to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoints, to the extent such party is not a resident of the State of Delaware, irrevocably ___________________________________ as its agent in the State of Delaware as such party's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waives any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient forum. SECTION 23. MISCELLANEOUS. Use of the masculine pronoun shall be __________ _____________ deemed to include usage of the feminine pronoun where appropriate. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ATTEST: SYNCOR INTERNATIONAL CORPORATION BY: _______________________________________________________________________ INDEMNITEE: __________________________________ Address: ________________________ ________________________ -----END PRIVACY-ENHANCED MESSAGE-----