-----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, UnFyT5WMCe5m8AZRDNdMup9qB0FHlj+4ug5U0iLjU9u8jL2N467Y5Gsgq0PIEUrf XcLhJk/ItsXvb6GuNtP4Zw== 0000051103-94-000012.txt : 19941230 0000051103-94-000012.hdr.sgml : 19941230 ACCESSION NUMBER: 0000051103-94-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19941229 EFFECTIVENESS DATE: 19950117 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL ALUMINUM CORP CENTRAL INDEX KEY: 0000051103 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 952385235 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57109 FILM NUMBER: 94566678 BUSINESS ADDRESS: STREET 1: 767 MONTEREY PASS RD CITY: MONTEREY PARK STATE: CA ZIP: 91754 BUSINESS PHONE: 2132641670 S-8 1 SEC FORM S-8 As filed with the Securities and Exchange Commission on December 28, 1994 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 INTERNATIONAL ALUMINUM CORPORATION (Exact name of registrant as specified in its charter) California 95-2385235 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 767 Monterey Pass Road Monterey Park, California 91754 (Address, including zip code, of Principal Executive Offices) INTERNATIONAL ALUMINUM CORPORATION 1991 STOCK OPTION PLAN (Full title of the plan) DAVID C. TREINEN Vice President - Finance; Secretary INTERNATIONAL ALUMINUM CORPORATION 767 Monterey Pass Road Monterey Park, California 91754 (Name and address of agent for service) Telephone number, including area code, of agent for service: (213) 264-1670 CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Amount of Title of Amount to be Offering Price Aggregate Registration Securities to be Registered Registered Per Share (1) Offering Price (1) Fee Options to purchase shares 500,000(2) (3) (3) $0 of Common Stock, par value $1.00 per share Common Stock, par value $1.00 per share 500,000(4) $29.375 $14,687,500 $5,064.69 (1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with paragraphs (c) and (h) of 457 under the Securities Act of 1933, as amended. The Proposed Maximum Aggregate Offering Price is based on the average of the high and low prices on the New York Stock Exchange on December 15, 1994. (2) The Options to be registered hereunder will be distributed by the registrant pursuant solely to the 1991 Stock Option Plan. (3) The Options to be registered hereunder will be distributed by the registrant for no value. Accordingly, no separate registrati is required. (4) The Common Stock to be registered hereunder will be distributed by the registrant pursuant solely to the 1991 Stock Option Plan This Registration Statement covers, in addition to such number of shares issuable upon exercise of options granted and to be gr under the 1991 Stock Option Plan, an indeterminate number of additional shares that may become subject to options as a result o the adjustment provisions of the Plan. The registration fee is calculated only on the stated number of shares.
PART II * INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. International Aluminum Corporation (the "Company") has filed the following documents with the Securities and Exchange Commission ("Commission"), which are incorporated herein by this reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994; and (2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission. * Information required by Part I of Form S-8 to be contained in a Section 10(a) prospectus to be distributed to each optionee is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. Item 4. Description of Securities. 1991 Stock Option Plan. On August 15, 1991, the Company's Board of Directors adopted the International Aluminum Corporation 1991 Stock Option Plan (the "1991 Plan"), which was approved by the Company's shareholders on October 31, 1991. The 1991 Plan provides for the granting of incentive stock options ("ISO") and non-statutory stock options ("NSO") to key employees and directors of the Company and its subsidiaries to purchase up to an aggregate of 500,000 shares of Common Stock of the Company, subject to adjustment for stock splits, stock dividends or similar capital adjustments. The 1991 Plan is administered by the Company's Board of Directors or, in the discretion of the Board, by an administrative committee (the "Plan Committee") appointed by the Board. The Plan Committee, if established, must consist of two or more members of the Board of Directors who are "disinterested" persons within the meaning of the 1991 Plan. The Board of Directors is authorized to add members to or remove members from the 1991 Plan Committee and to fill any vacancies as may exist thereon from time to time. The administrator of the 1991 Plan, whether the Board of Directors or the Plan Committee (the "Administrator"), is authorized to select participants, to fix a time or times and the price or prices at which options to purchase shares may be granted, and to determine the number of shares subject to each option. Options are evidenced by stock option agreements between the Company and the respective optionees. The agreements must conform to the 1991 Plan, but the Administrator may include such terms, consistent with the 1991 Plan, as it determines in its discretion. The exercise price of an ISO must be at least equal to the fair market value of the Common Stock on the date of grant and, in the case of a holder, directly or indirectly, of in excess of 10% of the total combined voting power of the Company, its parent (if any) or any subsidiary (a "10% stockholder"), 110% of the fair market value on the date of grant. The exercise price of a NSO must be at least equal to 80% of the fair market value of the Common Stock on the date of grant and, in the case of a 10% stockholder, 110% of the fair market value on the date of grant. The exercise price must be paid in full at the time an option is exercised in cash or, in the discretion of the Administrator, by surrender of Common Stock of the Company having a fair market value at the time of exercise equal to the option exercise price of the shares being purchased, or by any combination of the foregoing. The aggregate fair market value of Common Stock with respect to which ISOs are exercisable by any optionee during any calendar year under the 1991 Plan, and all other plans maintained by the Company and its subsidiaries, may not exceed $100,000. If the $100,000 limit is exceeded, that portion of the ISO that exceeds the limit shall constitute a NSO. The term "fair market value", when used in reference to the Common Stock, is defined in the 1991 Plan generally to mean the closing price as reported for New York Stock Exchange composite transactions on the business day immediately prior to the date on which the determination of fair market value is made or, if no sale occurred on that date, then the mean between the closing bid and asked prices on such exchange on such date. Alternative methods of determining fair market value for 1991 Plan purposes are contained in the 1991 Plan to be used if the Common Stock is no longer traded on the New York Stock Exchange. Each stock option agreement states the time or times at which all or part of the options represented thereby may be exercised. No option shall be exercisable after the tenth anniversary of the date of its grant, and no 10% stockholder may exercise an option after the fifth anniversary of the date of its grant. Except as otherwise may be provided in a stock optionagreement, upon an optionee's resignation, discharge or other termination of employee or director status (other than by death, disability or retirement of the optionee), the optionee may exercise his or her options to the extent exercisable up to thirty days following the date of such termination, unless such termination is a consequence of misconduct as described in the 1991 Plan. Stock option agreements issued under the 1991 Plan may provide that all options held by an optionee, whether or not otherwise exercisable, terminate upon resignation, discharge or other termination on account of misconduct within the meaning of the 1991 Plan. Except as otherwise may be provided in a stock option agreement, an optionee (or an authorized representative or successor to the options) also may exercise his or her options to the extent exercisable upon death or disability, up to 365 days after the optionee's death or last day of work, as the case maybe. Except as otherwise may be provided in a stock option agreement, an optionee may exercise his or her options to the extent exercisable at the time of retirement, up to ninety days after the optionee's retirement date. Options granted under the 1991 Plan are transferable only by will or the laws of descent and distribution. The Administrator shall adjust proportionately the number of shares covered by the 1991 Plan, the number of shares covered by each outstanding option under the 1991 Plan and the exercise price of each such option for any increase or decrease in the number of outstanding shares of the Company's Common Stock effected without receipt of consideration by the Company, such as would result from a subdivision or consolidation of such shares or the distribution of shares of the Company's Common Stock as a dividend on Company securities. If the Company merges or consolidates with another company, where the Company is the surviving company and the merger or consolidation does not result in any reclassification or reorganization of the outstanding shares of the Company's Common Stock, each outstanding option under the 1991 Plan shall apply to the securities to which a holder of the number of shares of Common Stock subject to such option would have been entitled as a result of the merger or consolidation. If the Company sells all or substantially all of its assets or merges or consolidates with another company (other than a merger or consolidation previously described), then the 1991 Plan and all options shall terminate, but only after each optionee has been given the right to exercise any unexpired option without regard to any vesting provisions thereof. Alternatively, in its sole and absolute discretion, the surviving or acquiring corporation (or the parent company of the surviving or acquiring corporation) may tender to any optionee (or successor in interest) a substitute option or options to purchase shares of the surviving or acquiring corporation (or the parent corporation of the surviving or acquiring corporation). The substitute option shall contain all terms and provisions required substantially to preserve the rights and benefits of all options then held by the optionee (or successor in interest) receiving the substitute option. Any other dissolution or liquidation of the Company shall cause each option to terminate. In the event of a pending or threatened takeover bid or tender or exchange offer for 20% or more of the Company's outstanding Common Stock or other class of securities (other than any such offer by the Company or any of its subsidiaries), and in other limited circumstances, the Company's Board of Directors may, without stockholder approval, and to the extent not inconsistent with the 1991 Plan: (i) accelerate the exercise dates of any outstanding option or make the option fully vested and exercisable; (ii) pay cash to any or all holders ofoptions in exchange for the cancellation of their outstanding options; or (iii) make any other adjustments or amendments to the 1991 Plan and outstanding options and substitute new options for outstanding options. The Company's Board of Directors may from time to time suspend or discontinue the 1991 Plan or revise or amend it in any respect, except that approval of the Company's shareholders is required to increase the number of shares subject to the 1991 Plan, to change the classes of persons eligible to receive options under the 1991 Plan, to amend that section of the 1991 Plan pertaining to plan amendments or to materially increase the benefits accruing to participants under the 1991 Plan. The 1991 Plan expires on August 15, 2001, and no options may be granted after that date. Options outstanding on that date will expire in accordance with their terms. Item 6. Indemnification of Directors and Officers. Section 317 of the California General Corporation Law (the "California Law") and Section 3.15 of the Company's by-laws, as amended (the "By-Laws"), provide for the indemnification of directors, officers and "agents" (as defined in Section 317 of the California Law) under certain circumstances. The By-Laws grant the Company the power to indemnify its directors, officers and agents under certain circumstances to the extent permitted by the California Law against certain expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of his or her position as a director, officer or agent. Pursuant to the California Law, the Company is required to indemnify directors, officers and agents against expenses actually and reasonably incurred to the extent that such party is successful on the merits in defense of certain proceedings. The Company's Restated Articles of Incorporation, as allowed by the California Law, provide for the indemnification, subject to certain limitations, of directors, officers and agents for breach of their duty to a corporation and its shareholders in excess of that expressly permitted by Section 317 of the California Law. The Company's Restated Articles of Incorporation also eliminate the personal liability of the directors for monetary damages to the fullest extent permissible under the California Law. The Company maintains a director's and officer's liability insurance policy, insuring such individuals against certain liabilities asserted against or incurred by the directors and officers in their capacity as such. The Company has entered into supplemental indemnification agreements with its directors and officers that require the Company to indemnify such persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any person may be made a party by reason of the fact that such person is or was a director or officer of the Company or any of its affiliated enterprises, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. The indemnification agreements are not intended to deny or otherwise limit third-party or derivative suits against the Company or its directors or officers, but if a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit would be borne by the Company, and the Company would not benefit from derivative recoveries against the director or officer. Such recoveries would accrue to the benefit of the Company but would be offset by the Company's obligations to the director or officer under the indemnification agreement. The above discussion of the Company's By-Laws, Restated Articles of Incorporation, indemnification agreements and of the California Law is not intended to be exhaustive and is respectively qualified in its entirety by such By-Laws, Restated Articles of Incorporation, indemnification agreements and statutes. Item 8. Exhibits. Exhibit Number Description 4.1 Registrant's 1991 Stock Option Plan, including forms of option agreements. 4.2 Restated Articles of Incorporation of Registrant. 4.3 By-Laws of Registrant, as amended to date. 5. Opinion of McIntyre & Lubeck. 24.1 Consent of Price Waterhouse LLP. 24.2 Consent of McIntyre & Lubeck (included in Exhibit 5). 25. Power of Attorney (set forth at page 8.). Item 9. Undertakings. The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 (the "Act"), each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey Park, State of California, on December 19, 1994. INTERNATIONAL ALUMINUM CORPORATION By: /s/ Cornelius C. Vanderstar Cornelius C. Vanderstar Chairman of the Board (signatures continued) POWER OF ATTORNEY We, the undersigned directors and officers of International Aluminum Corporation, do hereby constitute and appoint John P. Cunningham and David C. Treinen, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in our names and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, that said attorneys-in-fact and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, and the rules, regulations and requirements of the Securities and Exchange Commission in connection with this Registration Statement on Form S-8, including specifically, but without limitation, full power and authority to sign for us or any of us in our names in the capacities indicated below any and all amendments (including, post-effective amendments) hereto; and we do hereby ratify and confirm all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Capacity Date /s/ Cornelius C. Vanderstar Cornelius C. Vanderstar Principal Executive December 19, 1994 Officer and Director /s/ David C. Treinen David C. Treinen Principal Financial December 19, 1994 Officer and Director /s/ Mitchell K. Fogelman Mitchell K. Fogelman Principal Accounting December 19, 1994 Officer /s/ John P. Cunningham John P. Cunningham Director December 19, 1994 /s/ Hugh E. Curran Hugh E. Curran Director December 19, 1994 /s/ Alexander van de Pol Alexander van de Pol Director December 19, 1994 /s/ Joel F. McIntyre Joel F. McIntyre Director December 19, 1994 /s/ Donald J. Wilfong Donald J. Wilfong Director December 19, 1994 EX-4.1 2 1991 STOCK OPTION PLAN INTERNATIONAL ALUMINUM CORPORATION 1991 STOCK OPTION PLAN 1. PURPOSE The Plan is intended to provide incentive to key employees and directors of the Corporation and its Subsidiaries, to encourage proprietary interest in the Corporation, to encourage such key employees to remain in the employ of the Corporation and its Subsidiaries or such key directors to remain in the service of the Corporation and its Subsidiaries, and to attract new employees and directors with outstanding qualifications. 2. DEFINITIONS. Unless otherwise defined herein or the context otherwise requires, the capitalized terms used herein shall have the following meanings: (a) "Act" shall mean the Securities Act of 1933, as amended. (b) "Administrator" shall mean the Board or the Committee, whichever shall be administering the Plan from time to time in the discretion of the Board, as described in Section 4 of the Plan. (c) "Board" shall mean the Board of Directors of the Corporation. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended. (e) "Committee" shall mean the committee appointed by the Board in accordance with Section 4 of the Plan. (f) "Common Stock" shall mean the $1.00 par value Common Stock of the Corporation and any class of shares into which such Common Stock hereafter may be converted or reclassified. (g) "Corporation" shall mean INTERNATIONAL ALUMINUM CORPORATION, a California corporation. (h) "Disability" shall mean a medically determinable physical or mental impairment which has made an individual incapable of engaging in any substantial gainful activity. A condition shall be considered a Disability only if (i) it can be expected to result in death or has lasted or it can be expected to last for a continuous period of not less than twelve (12) months, and (ii) the Administrator, based upon medical evidence, has expressly determined that Disability exists. (i) "Employee" shall mean an individual who is employed (within the meaning of Section 3401 of the Code and the regulations thereunder) by the Corporation or a Subsidiary. (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (k) "Exercise Price" shall mean the price per Share of Common Stock, determined by the Administrator, at which an Option may be exercised. (l) "Fair Market Value" shall mean the value of one (1) Share of Common Stock, determined as follows: (i) If the Shares are traded on an exchange or over-the-counter on the National Market System (the "NMS") of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), (A) if listed on an exchange, the closing price as reported for composite transactions on the business day immediately prior to the date of valuation or, if no sale occurred on that date, then the mean between the closing bid and asked prices on such exchange on such date, and (B) if traded on the NMS, the last sales price on the business day immediately prior to the date of valuation or, if no sale occurred on such date, then the mean between the highest bid and the lowest asked prices as of the close of business on the business day immediately prior to the date of valuation, as reported in the NASDAQ system; (ii) If the Shares are not traded on an exchange or the NMS but are otherwise traded over-the-counter, the mean between the highest bid and lowest asked prices quoted in the NASDAQ system as of the close of business on the business day immediately prior to the date of valuation or, if on such day such security is not quoted in the NASDAQ system, the mean between the representative bid and asked prices on such date in the domestic over-the-counter market as reported by the National Quotation Bureau, Inc., or any similar successor organization; and (iii) If neither clause (i) nor (ii) above applies, the fair market value as determined by the Administrator in good faith. Such determination shall be conclusive and binding on all persons. (m) "Incentive Stock Option" shall mean an option described in Section 422(b) of the Code. (n) "Nonstatutory Stock Option" shall mean an option not described in Section 422(b), 423(b) or 424(b) of the Code. (o) "Option" shall mean any stock option granted pursuant to the Plan. An Option shall be granted on the date the Administrator takes the necessary action to approve the grant. However, if the minutes or appropriate resolutions of the Administrator provide that an Option is to be granted as of a date in the future, the date of grant shall be that future date. (p) "Option Agreement" shall mean a written stock option agreement evidencing a particular Option. (q) "Optionee" shall mean a Participant who has received an Option. (r) "Participant" shall have the meaning assigned to it in Section 5(a) hereof. (s) "Plan" shall mean this INTERNATIONAL ALUMINUM CORPORATION 1991 Stock Option Plan, as it may be amended from time to time. (t) "Purchase Price" shall mean the Exercise Price multiplied by the number of Shares with respect to which an Option is exercised. (u) "Retirement" shall mean the voluntary cessation of employment by an Employee upon the attainment of age sixty-five (65) and the completion of not less than ten (10) years of service with the Corporation or a Subsidiary. (v) "Share" shall mean one share of Common Stock, adjusted in accordance with Section 10 of the Plan (if applicable). (w) "Subsidiary" shall mean any subsidiary corporation of the Corporation as defined in Section 424(f) of the Code. 3. EFFECTIVE DATE The Plan was adopted by the Board effective August 15, 1991 subject to the approval of the Corporation's stockholders pursuant to Section 15 hereof. 4. ADMINISTRATION The Plan shall be administered, in the discretion of the Board from time to time, by the Board or by a Committee which shall be appointed by the Board. The Board may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, however caused, shall be filed by the Board. The Committee shall be composed of disinterested directors, i.e., directors who have not, during the one year prior to service as an administrator of the Plan, been granted or awarded equity securities pursuant to the Plan or any other plan of the Corporation or any of its affiliates, other than a plan which would not negate such director's status as "disinterested" pursuant to Rule 16b-3 promulgated under the Exchange Act. There shall be at least two directors serving on the Committee at any time. The Board shall appoint one of the members of the Committee as Chairman. The Administrator shall hold meetings at such times and places as it may determine. Acts of a majority of the Administrator at which a quorum is present, or acts reduced to or approved in writing by the unanimous consent of the members of the Administrator, shall be the valid acts of the Administrator. The Administrator shall from time to time at its discretion select the Employees and directors who are to be granted Options, determine the number of Shares to be subject to Options to be granted to each Optionee and designate such Options as Incentive Stock Options or Nonstatutory Stock Options, except that no Incentive Stock Option may be granted to a non-Employee director. A Committee or Board member shall in no event participate in any determination relating to Options held by or to be granted to such Committee or Board member. The interpretation and construction by the Administrator of any provision of the Plan or of any Option or Option Agreement shall be final. No member of the Administrator shall be liable for any action or determination made in good faith with respect to the Plan or any Option. 5. PARTICIPATION (a) Eligibility The Optionees shall be such persons (collectively, "Participants"; individually a "Participant") as the Administrator may select from among the following classes of persons, subject to the terms and conditions of Section 5(b) below: (i) Employees (who may be officers, whether or not they are directors); and (ii) Directors of the Corporation or of a Subsidiary. Notwithstanding provisions of the first paragraph of this Section 5(a), the Administrator may at any time or from time to time designate one or more directors as being ineligible for selection as Participants in the Plan for any period or periods of time. (b) Ten-Percent Stockholders A Participant who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Corporation, its parent or any of its Subsidiaries shall not be eligible to receive an Option unless (i) the Exercise Price of the Shares subject to such Option is at least one hundred ten percent (110%) of the Fair Market Value of such Shares on the date of grant and (ii) such Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. (c) Stock Ownership For purposes of Section 5(b) above, in determining stock ownership, a Participant shall be considered as owning the stock owned, directly or indirectly, by or for his or her brothers and sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its shareholders, partners or beneficiaries. Stock with respect to which such Participant holds an Option shall not be counted. (d) Outstanding Stock For purposes of Section 5(b) above, "outstanding stock" shall include all stock actually issued and outstanding immediately after the grant of the Option to the Optionee. "Outstanding stock" shall not include shares authorized for issue under outstanding Options held by the Optionee or by any other person. 6. STOCK The stock subject to Options granted under the Plan shall be Shares of the Corporation's authorized but unissued or reacquired Common Stock. The aggregate number of Shares which may be issued upon exercise of Options under the Plan shall not exceed 500,000. The number of Shares subject to Options outstanding at any time shall not exceed the number of Shares remaining available for issuance under the Plan. In the event that any outstanding Option for any reason expires or is terminated, the Shares allocable to the unexercised portion of such Option may again be made subject to an Option. The limitations established by this Section 6 shall be subject to adjustment in the manner provided in Section 10 hereof upon the occurrence of an event specified in that Section. 7. TERMS AND CONDITIONS OF OPTIONS (a) Stock Option Agreements Each Option shall be evidenced by an Option Agreement in such form as the Administrator shall from time to time determine. Such Option Agreements need not be identical but shall comply with and be subject to the terms and conditions set forth in this Section 7. (b) Nature of Option Each Option shall state whether it is an Incentive Stock Option or a Nonstatutory Stock Option. (c) Number of Shares Each Option shall state the number of Shares to which it pertains and shall provide for the adjustment thereof in accordance with the provisions of Section 10 hereof. (d) Exercise Price Each Option shall state the Exercise Price. The Exercise Price in the case of any Incentive Stock Option shall not be less than the Fair Market Value on the date of grant and, in the case of an Incentive Stock Option granted to an Optionee described in Section 5(b) hereof, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date of grant. The Exercise Price in the case of any Nonstatutory Stock Option shall not be less than eighty percent (80%) of the Fair Market Value on the date of grant. (e) Medium and Time of Payment The Purchase Price shall be payable in full in United States dollars upon the exercise of the Option; provided, however, that if the applicable Option Agreement so provides, or the Administrator, in its sole discretion otherwise approves thereof, the Purchase Price may be paid by the surrender of Shares in good form for transfer, owned by the person exercising the Option and having a Fair Market Value on the date of exercise equal to the Purchase Price, or in any combination of cash and Shares, so long as the sum of the cash so paid and the Fair Market Value of the Shares so surrendered equals the Purchase Price. If the Corporation determines that it is required to withhold state or Federal income tax as a result of the exercise of an Option, as a condition to the exercise thereof, an Optionee must make arrangements satisfactory to the Corporation to enable it to satisfy such withholding requirements before the Optionee shall be permitted to exercise the Option. (f) Term and Non-Transferability of Options Each Option shall state the time or times when all or part thereof becomes exercisable. No Option, including Incentive Stock Options, shall be exercisable after the expiration of ten (10) years from the date it was granted. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or the Optionee's guardian or legal representative and shall not be assignable or transferable. In the event of the Optionee's death, the Option shall not be transferable by the Optionee other than by will or the laws of descent and distribution. Any other attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of any Option or right thereunder, shall be null and void and, at the Corporation's option shall cause all of the Optionee's rights under the Option to terminate. (g) Cessation of Employment (Except by Death, Disability or Retirement If an Optionee ceases to be an Employee for any reason other than his or her death, Disability or Retirement, such Optionee shall have the right, subject to the restrictions referred to in Section 7(f) above, to exercise the Option at any time within thirty (30) days after cessation of employment, but except as otherwise provided in the applicable Option Agreement, only to the extent that, at the date of cessation of employment, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised. An Option Agreement may, in the sole discretion of the Administrator, but need not, provide that the Option shall cease to be exercisable on the date of such cessation if such cessation arises by reason of such Employee's misconduct. An Employee shall be considered to have been terminated for misconduct if he or she resigns, is discharged or otherwise termination on account of conviction of a felony or any crime of moral turpitude, misappropriation of the assets of the Corporation or any Subsidiaries or any affiliate, continued or repeated insobriety or illegal drug use, continued or repeated absence from service during the usual working hours of the employee's position for reasons other than Disability or sickness, or refusal to carry out a reasonable direction of the Board or of the chief executive officer of the Corporation or of any other person designated by such chief executive officer. For purposes of this Section 7(g) the employment relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the sole discretion of the Administrator). The foregoing notwithstanding, in the case of an Incentive Stock Option, employment shall not be deemed to continue beyond the thirtieth (30th) day after the Optionee ceased active employment, unless the Optionee's reemployment rights are guaranteed by statute or by contract. (h) Death of Optionee If an Optionee dies while a Participant, or after ceasing to be a Participant but during the period in which he or she could have exercised the Option under this Section 7, and has not fully exercised the Option, then the Option may be exercised in full, subject to the restrictions referred to in Section 7(f) above, at any time within twelve (12) months after the Optionee's death by the executor or administrator of his or her estate of by any person or persons who have acquired the Option directly from the Optionee by bequest or inheritance, but, except as otherwise provided in the applicable Option Agreement, only to the extent that, at the date of death, the Optionee's right to exercise such Option had accrued and had not been forfeited pursuant to the terms of the applicable Option Agreement and had not previously been exercised. (i) Disability of Optionee If an Optionee ceases to be an Employee by reason of Disability, such Optionee shall have the right, subject to the restrictions referred to in Section 7(f) above, to exercise the Option at any time within twelve (12) months after such cessation of employment, but, except as provided in the applicable Option Agreement, only to the extent that, at the date of such cessation of employment, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised. (j) Retirement of Optionee If an Optionee ceases to be an Employee by reason of Retirement (and not on account of misconduct as determined in Section 7(g)), such Optionee shall have the right, subject to the restrictions referred to in Section 7(f) above, to exercise the Option at any time within ninety (90) days after cessation of employment, but only to the extent that, at the date of cessation of employment, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised. (k) Rights as a Stockholder No one shall have rights as a stockholder with respect to any Shares covered by an Option until the date of the issuance of a stock certificate for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof. (l) Modification, Extension and Renewal of Options Within the limitations of the Plan, the Administrator may modify an Option, accelerate the rate at which an Option may be exercised (including, without limitation, permitting an Option to be exercised in full without regard to the installment or vesting provisions of the applicable Option Agreement or whether the Option is at the time exercisable, to the extent it has not previously been exercised), extend or renew outstanding Options or accept the cancellation of outstanding Options (to the extent not previously exercised) for the granting of new Options in substitution therefor. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted. (m) Notice of Sale Until the later of the second anniversary of the grant of any Incentive Stock Option and the first anniversary of the issuance of any Stock ("incentive stock") pursuant to the exercise of an Incentive Stock Option, the stock transfer records of the Corporation (whether maintained by it or by an transfer agent of the Common Stock) shall reflect that any certificates issued or to be issued representing incentive stock in connection with such exercise must be registered in the name of the beneficial holder (and not in any "street name") until transferred to a third party, and that the transfer agent shall notify the Corporation in a case of any requested transfer of such incentive stock during that period. In addition, the certificate or certificates registered in the name of the beneficial holder representing the incentive stock issued upon such exercise will bear the following legend during such period: "Solely to assist the issuer of the shares represented by this certificate, until the later of the second anniversary of the date of grant of the Option under which the certificate was originally issued or one year from the date of original issuance of the shares represented by the certificate, the Transfer Agent will notify the issuer of the shares represented hereby of any requested transfer by the original registered holder." (n) Other Provisions An Option Agreement authorized under the Plan may contain such other provisions not inconsistent with the terms of the Plan (including, without limitation, restrictions upon the exercise of the Option) as the Administrator shall deem advisable. (o) Substitution of Options Notwithstanding any inconsistent provisions or limits under the Plan, in the event the Corporation acquires (whether by purchase, merger or otherwise) all or substantially all of the outstanding capital stock or assets of another corporation or in the event of any reorganization or other transaction qualifying under Section 424 of the Code, the Administrator may, in accordance with the provisions of that Section, substitute options under the Plan for options under the plan of the acquired company provided (i) the excess of the aggregate fair market value of the shares subject to an option immediately after the substitution over the aggregate option price of such shares is not more than the similar excess immediately before such substitution and (ii) the new option does not give persons additional benefits, including any extension of the exercise period. 8. LIMITATION OF ANNUAL AWARDS The aggregate Fair Market Value (determined as of the date an Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year under the Plan and all other plans maintained by the Corporation, its parent or its Subsidiaries, shall not exceed $100,000. 9. TERM OF PLAN Options may be granted pursuant to the Plan until the expiration of the Plan ten years after the effective date referred to in Section 3. 10. EFFECT OF CERTAIN EVENTS (a) Stock Splits and Dividends Subject to any required action by stockholders, the number of Shares covered by the Plan as provided in Section 6 hereof, the number of Shares covered by each outstanding Option and the Exercise Price thereof shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend (but only if paid in Common Stock) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Corporation. (b) Merger, Sale of Assets, Liquidation Subject to any required action by stockholders, if the Corporation shall merge with another corporation and the Corporation is the surviving corporation in such merger and under the terms of such merger the shares of Common Stock outstanding immediately prior to the merger remain outstanding and unchanged, each outstanding Option shall continue to apply to the Shares subject thereto and shall also pertain and apply to any additional securities and other property, if any, to which a holder of the number of Shares subject to the Option would have been entitled as a result of the merger. If the Corporation sells all, or substantially all, of its assets or the Corporation merges (other than a merger of the type described in the immediately preceding sentence) or consolidates with another corporation, this Plan and each Option shall terminate, but only after each Optionee (or the successor in interest) has been given the right to exercise any unexpired Option or Options in full or in part without regard to the installment or vesting provisions of any Option Agreement. This right shall be exercisable for the period of twenty (20) days ending five (5) days before the effective date of the sale, merger, or consolidation (or such longer period as the Administrator may specify). Alternatively, in its sole and absolute discretion, the surviving or acquiring corporation (or the parent company of the surviving or acquiring corporation) may tender to any Optionee (or successor in interest) a substitute option or options to purchase shares f the surviving or acquiring corporation (or the parent corporation of the surviving or acquiring corporation). The substitute option shall contain all terms and provisions required substantially to preserve the rights and benefits of all Options then held by the Optionee (or successor in interest) receiving the substitute option. Any other dissolution or liquidation of the Company shall cause each Option to terminate. At the discretion of the Administrator, an Option exercised in contemplation of the consummation of the sale of all or substantially all of the assets of the Corporation or a merger (other than a merger of the type described in the first sentence of the immediately preceding paragraph) or consolidation of the Corporation with another corporation, may be conditioned upon such sale, merger or consolidation becoming effective. (c) Adjustment Determination To the extent that the foregoing adjustments relate to securities of the Corporation, such adjustments shall be made by the Administrator, whose determination shall be conclusive and binding on all persons. (d) Limitation on Rights Except as expressly provided in this Section 10, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. (e) Change in Control In the event of a pending or threatened takeover bid, tender offer or exchange offer for twenty percent (20%) or more of the outstanding Common Stock or any other class of stock or securities of the Company (other than a tender offer or exchange offer made by the Company or any Subsidiary), whether or not deemed a tender offer under applicable Federal or state law, or in the event that any person makes any filing under Section 13(d) or 14(d) of the Exchange Act with respect to the Company, other than a filing on Form 13G or Form 13D, the Board may in its sole discretion, without obtaining stockholder approval, take on or more of the following actions to the extend not inconsistent with other provisions of the Plan: (a) Accelerate the exercise dates of any outstanding Option, or make the Option fully vested and exercisable; (b) Pay cash to any or all holders of Options in exchange for the cancellation of their outstanding Options; or (c) Make any other adjustments or amendments to the Plan and outstanding Options and substitute new Options for outstanding Options. 11. SECURITIES LAW REQUIREMENTS (a) Legality of Issuance No Shares shall be issued upon the exercise of any Option unless and until the Corporation has determined that: (i) it and the Optionee have taken all actions required to register the offer and sale of the Shares under the Act, or to perfect an exemption from the registration requirements thereof; (ii) any applicable listing requirement of any stock exchange on which the Common Stock is listed has been satisfied; and (iii) any other applicable provision of state or Federal law has been satisfied. (b) Restrictions on Transfer; Representations of Optionee; Legends Regardless of whether the offering and sale of Shares under the Plan has been registered under the Act or has been registered or qualified under the securities laws of any state, the Corporation may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state or any other law. In the event that the sale of Shares under the Plan is not registered under the Act but an exemption is available which requires an investment representation or other representation, each Optionee shall be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Corporation and its counsel. Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction shall bear the following restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE TO COMPLY WITH THE ACT." Any determination by the Corporation and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on all persons. (c) Registration or Qualification of Securities The Corporation may, but shall not be obligated to, register or qualify the sale of Shares under the Act or any other applicable law. The Corporation shall not be obligated to take any affirmative action in order to cause the sale of Shares under the Plan to comply with any law. (d) Exchange of Certificates If, in the opinion of the Corporation and its counsel, any legend place don a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend. 12. AMENDMENT OF THE PLAN The Board may from time to time, with respect to any Shares at the time not subject to Options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever except that, without the approval of the Corporation's stockholders, no such revision or amendment shall: (a) Materially increase the benefits accruing to Participants under the Plan; (b) Increase the number of Shares which may be issued under the Plan; (c) Change the designation in Section 5 hereof with respect to the classes of persons eligible to receive Options; or (d) Amend this Section 12 to defeat its purpose 13. EXCHANGE ACT If the Common Stock is registered under the Exchange Act, the Plan shall be amended by the Board from time to time to the extent necessary or advisable, in the judgment of the Board after having consulted with Corporation's counsel, to enable Participants who are officers or directors of the Corporation and who are generally subject to the duties established by Section 16(a) or 16(b) of the Exchange Act ("Section 16 Requirements") with respect to purchases and sales of equity securities of the Corporation, to obtain the benefits of such exclusions or exemptions from the Section 16 Requirements as may be established by the Securities and Exchange Commission from time to time by rule, regulation, administrative order or interpretation (whether such interpretation is made by such Commission or staff) with respect to (i) the receipt of Options, (ii) the exercise, modification, extension, cancellation, exchange, termination or expiration of Options (iii) the purchase of Common Stock upon the exercise of Options, and (iv) the sale of Common Stock received upon the exercise of Options. Anything in the Plan to the contrary notwithstanding, such amendments may be made without approval of the Corporation's stockholders unless and to the extent that, in the judgment of the Board after consulting with the Corporation's counsel, stockholder approval of such an amendment is a prerequisite to effectuating a desired exclusion or exemption from the Section 16 Requirements. 14. APPLICATION OF FUNDS The proceeds received by the Corporation from the sale of Common Stock pursuant to the exercise of an Option will be used for general corporate purposes. 15. APPROVAL OF SHAREHOLDERS The Plan shall be subject to approval by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present no later than October 31, 1991. Prior to such approval, Options may be granted but shall not be exercisable. Any amendment described in Section 12 shall also be subject to approval by the Corporation's stockholders. 16. EXECUTION To record the adoption of the Plan by the Board on August 15, 1991 the Corporation has caused an authorized officer to affix the Corporate name hereto. INTERNATIONAL ALUMINUM CORPORATION By:_______________________________ President INTERNATIONAL ALUMINUM CORPORATION INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT is entered into as of the ____ day of __________, 199_, between INTERNATIONAL ALUMINUM CORPORATION, a California corporation (the "Company"), and ___________________________ (the "Optionee"). R E C I T A L S A. The Board of Directors of the Company (the "Board") has established the Company's 1991 Stock Option Plan (the "Plan") in order to provide key employees of the Company with a favorable opportunity to acquire shares of the Company's common stock ("Stock"). B. The Board has included in the Plan certain provisions to provide for the grant of incentive stock options. C. The Board regards the Optionee as a key employee as contemplated by the Plan and has determined that it would be in the best interests of the Company and its stockholders to grant the option described in this Agreement to the Optionee as an inducement to remain in the service of the Company, and as an incentive for increasing efforts during such service. NOW, THEREFORE, it is agreed as follows: 1. Definitions and Incorporation. Unless otherwise defined herein or the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings given to such terms in the Plan. The Plan is hereby incorporated in and made a part of this Agreement as if fully set forth herein. The Optionee hereby acknowledges that he or she has received a copy of the Plan. 2. Grant of Option. Pursuant to the Plan, the Company hereby grants to the Optionee as of the date hereof the option to purchase all or any part of an aggregate of ___________ shares of Stock (the "Option"), subject to adjustment in accordance with Section 11 of the Plan. The Option is intended to qualify as an Incentive Stock Option under the Code. 3. Option Price. The price to be paid for Stock upon exercise of the Option or any part thereof shall be $_____ per share (the "Exercise Price"), which equals or exceeds the Fair Market Value of the Stock of the date of the grant of the Option. 4. Right to Exercise. Subject to the conditions set forth in this Agreement, the right to exercise the Option shall accrue in accordance with Schedule 1 attached hereto and hereby made a part hereof. 5. Order of Exercise. In accordance with amendments to Section 422 of the Code, Options need not be exercised in sequential order. 6. Securities Law Requirements. No part of the Option shall be exercised if counsel to the Company determines that any applicable registration requirement under the Securities Act of 1993 (the "Act") or any other applicable requirement of Federal or state law has not been met. 7. Term of Option. The Option shall terminate in any event on the earliest of (a) the _____ day of __________, 19__, at 11:59 P.M. California time, (b) the expiration of the period described in Section 9 below, (c) the expiration of the period described in Section 10 below or (d) the expiration of the period described in Section 11 below. The option shall also terminate as provided in the Plan or elsewhere in this Agreement. 8. Limitation on Annual Awards. The aggregate Fair Market Value (determined as of the date an Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under the Plan and all other plans maintained by the Corporation, its parent or its Subsidiaries, shall not exceed $100,000. 9. Exercise Following Cessation of Employment. If the Optionee's employment with the Company ceases for any reason or no reason, whether voluntarily or involuntarily, with or without cause, other than death, Disability or Retirement, the Option (to the extent it has not previously been exercised and is exercisable at the time of cessation) may be exercised within thirty (3) consecutive days after the date of such cessation. The foregoing sentence to the contrary notwithstanding, the Option shall cease to be exercisable on the date of such cessation if such cessation arises out of termination for misconduct. For this purpose, "misconduct" shall mean conviction of a felony, misappropriation of the assets of the Company or any Subsidiary, continued or repeated insobriety, illegal use of drugs, continued or repeated absence from service during the usual working hours of the Optionee's position for reasons other than Disability or sickness, or refusal to carry out the reasonable direction of the Board or of the chief executive officer of the Company or of any other person designated by such chief executive officer. Any determination of "misconduct" by the Administrator made in good faith shall be final and binding upon the Company and the Optionee and all persons claiming under or through them. 10. Exercise Following Death or Disability. If the Optionee's employment with the Company ceases by reason of the Optionee's death or Disability, of if the Optionee dies after cessation of employment but while the Option would have been exercisable hereunder, the Option (to the extent it has not previously been exercised and is exercisable at the time of cessation) may be exercised within one year after the date of the Optionee's death or cessation by reason of Disability. In the case of death, the exercise may be made by his or her representative or by the person entitled thereto under the Optionee's will or the laws of descent and distribution; provided that such representative or such person consents in writing to abide by and be subject to the terms of the Plan and this Agreement and such writing is delivered to the President or Chairman of the Company. 11. Exercise Following Retirement. If the Optionee's employment with the Company ceases by reason of Retirement, the Option (to the extent it has not previously been exercised and is exercisable at the time of cessation) may be exercised within ninety (90) days after the date of the Optionee's Retirement. 12. Time of Cessation of Service. For the purposes of this Agreement, the Optionee's employment shall be deemed to have ceased on the earlier of (a) the date when the Optionee's employment in fact ceased or (b) except in the case of Retirement, the date when the Optionee gave or received written notice that his or her employment is to cease. 13. Nontransferability. The Option shall be exercisable during the Optionee's lifetime only by the Optionee or the Optionee's guardian or legal representative and shall be nontransferable, except that the Optionee may transfer all or any part of the Option by will or by the laws of descent and distribution. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company's option, shall cause all of the Optionee's rights under this Agreement to terminate. 14. Effect of Exercise. Upon exercise of all or any part of the Option, the number of shares of Stock subject to the Option under this Agreement shall be reduced by the number of shares with respect to which such exercise is made. 15. Exercise of Option. The option may be exercised by delivering to the Company (a) a written notice of exercise in substantially the form prescribed from time to time by the Administrator and (b) full payment of the Exercise Price for each share of Stock purchased under the Option. Such notice shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, satisfactory to the Company, of such person's right to exercise the Option. The Purchase Price shall be payable (i) in U.S. dollars in cash (by check), (ii) by delivery of shares of Stock registered in the name of the Optionee having a Fair Market Value at the time of exercise equal to the amount of the Purchase Price or (iii) any combination of the payment of cash and the delivery of Stock. 16. Withholding Taxes. The Company may require the Optionee to deliver payment, upon exercise of the Option, of any withholding taxes (in addition to the Purchase Price) with respect to the difference between the Purchase Price and the Fair Market Value of the Stock acquired upon exercise, in cash or some other form satisfactory to the Company. 17. Issuance of Shares. Subject to the foregoing conditions, the Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Stock with respect to which the Option is exercised. Such shares shall be fully paid and nonassessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse (a) as joint tenants with right of survivorship, (b) as community property or (c) as tenants in common without right of survivorship. 18. Notice of Disqualifying Disposition of Shares. If the Optionee sells or otherwise disposes of shares of the Stock acquired pursuant to exercise of the Option on or before the later of (a) the date two years after the Grant Date or (b) the date one year after issuance of such shares to the Optionee upon exercise of the Option, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that the Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee from the early disposition by payment in cash or out of the current earnings paid to the Optionee. 19. Rights as a Stockholder. Neither the Optionee nor any other person entitled to exercise the Option shall have any rights as a stockholder of the Company with respect to the Stock subject to the Option until a certificate for such shares has been issued to him or her following the exercise of the Option. 20. Lock-Up. In the event that the Company files a registration statement with respect to an underwritten public offering under the Act in which any class of the Company's equity securities is to be offered, the Optionee shall not effect any public sale or distribution of any shares of the Stock or any of the Company's other equity securities, or of any securities convertible into, or exchangeable or exercisable for such securities, during the period beginning thirty (30) days prior to the filing of such registration statement with the Securities and Exchange Commission and ending on such date after such registration statement has become effective as shall be specified by the managing underwriter of such public offering. 21. Notices. Any notice to the Company contemplated by this Agreement shall be in writing and shall be addressed to it in care of its ____________________________, 767 Monterey Pass Road, Monterey Park, California 91754-0006, or such other address as the Company may specify in a notice to the Optionee; and any notice to the Optionee shall be in writing and shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing. Notice shall be deemed to have been given upon receipt or, if sooner, five (5) days after such notice has been deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail addressed to the address specified in the immediately preceding sentence. 22. Interpretation. The interpretation, construction, performance and enforcement of this Agreement and of the Plan shall lie within the sole discretion of the Administrator, and the Administrator's determinations shall be conclusive and binding on all interested persons. 23. Choice of Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws (not the law of choice of laws) of the State of California. IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written. INTERNATIONAL ALUMINUM CORPORATION By________________________________ __________________________________ Optionee __________________________________ (Please print Optionee's name) __________________________________ Optionee's Spouse*/ __________________________________ (Please print spouse's name) ________________ */ Include Signature and name of Optionee's spouse, if Optionee is married. SCHEDULE 1 RIGHT TO EXERCISE Subject to the conditions set forth in this Agreement, the right to exercise the Option shall accrue as follows: (a) Commencing one year after the Grant Date (________, 19__), the Option may be exercised to the extent of one-fifth of the shares subject to the Option. (b) Commencing two years after the Grant Date, the Option may be exercised to the extent of one-fifth of the shares subject to the Option, plus any shares with respect to which the Option has previously become exercisable but has not been exercised. (c) Commencing three years after the Grant Date, the Option may be exercised to the extent of one-fifth of the shares subject to the Option, plus any shares with respect to which the Option has previously become exercisable but has not been exercised. (d) Commencing four years after the Grant Date, the Option may be exercised to the extent of one-fifth of the shares subject to the Option, plus any shares with respect to which the Option has previously become exercisable but has not previously been exercised. (e) Commencing five years after the Grant Date, the entire Option may be exercised to the extent it has not previously been exercised. INTERNATIONAL ALUMINUM CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT is entered into as of the ____ day of __________, 199_, between INTERNATIONAL ALUMINUM CORPORATION, a California corporation (the "Company"), and ___________________________ (the "Optionee"). R E C I T A L S A. The Board of Directors of the Company (the "Board") has established the Company's 1991 Stock Option Plan (the "Plan") in order to provide key employees of the Company with a favorable opportunity to acquire shares of the Company's common stock ("Stock"). B. The Board regards the Optionee as a key employee as contemplated by the Plan and has determined that it would be in the best interests of the Company and its stockholders to grant the option described in this Agreement to the Optionee as an inducement to remain in the service of the Company, and as an incentive for increasing efforts during such service. NOW, THEREFORE, it is agreed as follows: 1. Definitions and Incorporation. Unless otherwise defined herein or the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings given to such terms in the Plan. The Plan is hereby incorporated in and made a part of this Agreement as if fully set forth herein. The Optionee hereby acknowledges that he or she has received a copy of the Plan. 2. Grant of Option. Pursuant to the Plan, the Company hereby grants to the Optionee as of the date hereof the option to purchase all or any part of an aggregate of ___________ shares of Stock (the "Option"), subject to adjustment in accordance with Section 11 of the Plan. The Option is intended to qualify as an Incentive Stock Option under the Code. 3. Option Price. The price to be paid for Stock upon exercise of the Option or any part thereof shall be $_____ per share (the "Exercise Price"), which equals or exceeds eighty percent (80%) of the Fair Market Value of the Stock of the date of the grant of the Option. 4. Right to Exercise. Subject to the conditions set forth in this Agreement, the right to exercise the Option shall accrue in accordance with Schedule 1 attached hereto and hereby made a part hereof. 5. Securities Law Requirements. No part of the Option shall be exercised if counsel to the Company determines that any applicable registration requirement under the Securities Act of 1933 (the "Act") or any other applicable requirement of Federal or state law has not been met. 6. Term of Option. The Option shall terminate in any event on the earliest of (a) the ____ day of ________, 19__, at 11:59 P.M. California time, (b) the expiration of the period described in Section 7 below, (c) the expiration of the period described in Section 8 below or (d) the expiration of the period described in Section 9 below. 7. Exercise Following Cessation of Employment or Service. If the Optionee's employment or service with the Company ceases for any reason or no reason, whether voluntarily or involuntarily, with or without cause, other than death, Disability or Retirement, the Option (to the extent it has not previously been exercised and is exercisable at the time of cessation) may be exercised within thirty (30) consecutive days after the date of such cessation. The foregoing notwithstanding, the Option shall cease to be exercisable on the date of such cessation if such cessation arises out of termination for misconduct. For this purpose, "misconduct" shall mean conviction of a felony, misappropriation of the assets of the Company or any Subsidiary, continued or repeated insobriety, illegal use of drugs, continued or repeated absence from service during the usual working hours of the Optionee's position for reasons other than Disability or sickness, or refusal to carry out the reasonable direction of the Board or of the chief executive officer of the Company or of any other person designated by such chief executive officer. Any determination of "misconduct" by the Administrator made in good faith shall be final and binding upon the Company and the Optionee and all persons claiming under or through them. 8. Exercise Following Death or Disability. If the Optionee's employment with the Company ceases by reason of the Optionee's death or Disability, of if the Optionee dies after cessation of employment or service but while the Option would have been exercisable hereunder, the Option (to the extent it has not previously been exercised and is exercisable at the time of cessation) may be exercised within one year after the date of the Optionee's death or cessation by reason of Disability. In the case of death, the exercise may be made by his or her representative or by the person entitled thereto under the Optionee's will or the laws of descent and distribution; provided that such representative or such person consents in writing to abide by and be subject to the terms of the Plan and this Agreement and such writing is delivered to the President or Chairman of the Company. 9. Exercise Following Retirement. If the Optionee's employment with the Company ceases by reason of Retirement, the Option (to the extent it has not previously been exercised and is exercisable at the time of cessation) may be exercised within ninety (90) days after the date of the Optionee's retirement. 10. Time of Cessation of Service. For the purposes of this Agreement, the Optionee's employment or service shall be deemed to have ceased on the earlier of (a) the date when the Optionee's employment or service in fact ceased or (b) except in the case of Retirement, the date when the Optionee gave or received written notice that his or her employment is to cease. 11. Nontransferability. The Option shall be exercisable during the Optionee's lifetime only by the Optionee or the Optionee's guardian or legal representative and shall be nontransferable, except that the Optionee may transfer all or any part of the Option by will or by the laws of descent and distribution. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company's option, shall cause all of the Optionee's rights under this Agreement to terminate. 12. Effect of Exercise. Upon exercise of all or any part of the Option, the number of shares of Stock subject to the Option under this Agreement shall be reduced by the number of shares with respect to which such exercise is made. 13. Exercise of Option. The option may be exercised by delivering to the Company (a) a written notice of exercise in substantially the form prescribed from time to time by the Administrator and (b) full payment of the Exercise Price for each share of Stock purchased under the Option. Such notice shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, satisfactory to the Company, of such person's right to exercise the Option. The Purchase Price shall be payable (i) in U.S. dollars in cash (by check), (ii) by delivery of shares of Stock registered in the name of the Optionee having a Fair Market Value at the time of exercise equal to the amount of the Purchase Price or (iii) any combination of the payment of cash and the delivery of Stock. 14. Withholding Taxes. The Company may require the Optionee to deliver payment, upon exercise of the Option, of any withholding taxes (in addition to the Purchase Price) with respect to the difference between the Purchase Price and the Fair Market Value of the Stock acquired upon exercise, in cash or some other form satisfactory to the Company. 15. Issuance of Shares. Subject to the foregoing conditions, the Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Stock with respect to which the Option is exercised. Such shares shall be fully paid and nonassessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse (a) as joint tenants with right of survivorship, (b) as community property or (c) as tenants in common without right of survivorship. 16. Rights as a Stockholder. Neither the Optionee nor any other person entitled to exercise the Option shall have any rights as a stockholder of the Company with respect to the Stock subject to the Option until a certificate for such shares has been issued to him or her following the exercise of the Option. 17. Lock-Up. In the event that the Company files a registration statement with respect to an underwritten public offering under the Act in which any class of the Company's equity securities is to be offered, the Optionee shall not effect any public sale or distribution of any shares of the Stock or any of the Company's other equity securities, or of any securities convertible into, or exchangeable or exercisable for such securities, during the period beginning thirty (30) days prior to the filing of such registration statement with the Securities and Exchange Commission and ending on such date after such registration statement has become effective as shall be specified by the managing underwriter of such public offering. 18. Notices. Any notice to the Company contemplated by this Agreement shall be in writing and shall be addressed to it in care of its ____________________________, 767 Monterey Pass Road, Monterey Park, California 91754-0006, or such other address as the Company may specify in a notice to the Optionee; and any notice to the Optionee shall be in writing and shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing. Notice shall be deemed to have been given upon receipt or, if sooner, five (5) days after such notice has been deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States mail addressed to the address specified in the immediately preceding sentence. 19. Interpretation. The interpretation, construction, performance and enforcement of this Agreement and of the Plan shall lie within the sole discretion of the Administrator, and the Administrator's determinations shall be conclusive and binding on all interested persons. 20. Choice of Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws (not the law of choice of laws) of the State of California. IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written. INTERNATIONAL ALUMINUM CORPORATION By________________________________ __________________________________ Optionee __________________________________ (Please print Optionee's name) __________________________________ Optionee's Spouse*/ __________________________________ (Please print spouse's name) ________________ */ Include Signature and name of Optionee's spouse, if Optionee is married. SCHEDULE 1 RIGHT TO EXERCISE Subject to the conditions set forth in this Agreement, the right to exercise the Option shall accrue as follows: (a) Commencing one year after the Grant Date (________, 19__), the Option may be exercised to the extent of one-fifth of the shares subject to the Option. (b) Commencing two years after the Grant Date, the Option may be exercised to the extent of one-fifth of the shares subject to the Option, plus any shares with respect to which the Option has previously become exercisable but has not been exercised. (c) Commencing three years after the Grant Date, the Option may be exercised to the extent of one-fifth of the shares subject to the Option, plus any shares with respect to which the Option has previously become exercisable but has not been exercised. (d) Commencing four years after the Grant Date, the Option may be exercised to the extent of one-fifth of the shares subject to the Option, plus any shares with respect to which the Option has previously become exercisable but has not previously been exercised. (e) Commencing five years after the Grant Date, the entire Option may be exercised to the extent it has not previously been exercised. EX-4.2 3 RESTATED ARTICLES OF INCORPORATION RESTATED ARTICLES OF INCORPORATION OF INTERNATIONAL ALUMINUM CORPORATION a California corporation ARTICLE I The name of this corporation shall be: INTERNATIONAL ALUMINUM CORPORATION ARTICLE II The corporation elects to be governed by all of the provisions of the General Corporation Law of 1977, as amended, not otherwise applicable to it under Chapter 23 thereof. ARTICLE III The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or practice of a profession permitted to be incorporated by the California Corporations Code. ARTICLE IV This corporation is authorized to issue two classes of shares to be designated respectively Preferred Stock and Common Stock. The total number of shares which this corporation shall have authority to issue is 10,500,000; the aggregate par value of all shares that are to have a par value shall be $15,000,000. The number of shares of Preferred Stock that are to have par value shall be 500,000 and the par value of each share of such class shall be $10.00. The number of shares of Common Stock that are to have a par value shall be 10,000,000 and the par value of each share of such class shall be $1.00. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such resolution originally fixing the number of shares of such series. ARTICLE V The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. ARTICLE VI The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and its shareholders through By-Law provisions or through agreements with agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code. EX-4.3 4 BY-LAWS BY-LAWS FOR INTERNATIONAL ALUMINUM CORPORATION I N D E X Page ARTICLE I - Offices 1 Section 1.01 Principal Office 1 Section 1.02 Other Offices 1 ARTICLE II - Meetings of Shareholders 1 Section 2.01 Place of Meetings 1 Section 2.02 Annual Meetings 1 Section 2.03 Special Meetings 2 Section 2.04 Adjourned Meetings and Notices Thereof 3 Section 2.05 Voting 3 Section 2.06 Quorum 4 Section 2.07 Consent of Absentees 4 Section 2.08 Action Without Meeting 4 Section 2.09 Proxies 4 ARTICLE III - Directors 5 Section 3.01 Powers 5 Section 3.02 Number of Directors 6 Section 3.03 Election and Term of Office 7 Section 3.04 Vacancies 7 Section 3.05 Place of Meeting 8 Section 3.06 Organization Meeting 8 Section 3.07 Other Regular Meetings 8 Section 3.08 Special Meetings 8 Section 3.09 Notice of Adjournment 9 Section 3.10 Waiver of Notice 9 (i) Section 3.11 Quorum 9 Section 3.12 Adjournment 10 Section 3.13 Action Without Meeting 10 Section 3.14 Fees and Compensation 10 Section 3.15 Indemnification of Directors, Officers and Employees 10 ARTICLE IV - Officers 12 Section 4.01 Officers 12 Section 4.02 Election 12 Section 4.03 Subordinate Officers, etc. 12 Section 4.04 Removal and Resignation 13 Section 4.05 Vacancies 13 Section 4.06 Chairman of the Board 13 Section 4.07 President 13 Section 4.08 Vice President 13 Section 4.09 Secretary 14 Section 4.10 Treasurer 15 ARTICLE V - Miscellaneous 15 Section 5.01 Record Date and Closing Stock Books 15 Section 5.02 Inspection of Corporate Records 16 Section 5.03 Checks, Drafts, etc. 17 Section 5.04 Annual Report 17 Section 5.05 Contract, etc., How executed 17 Section 5.06 Certificates of Stock 17 Section 5.07 Representation of Shares of Other Corporations 18 Section 5.08 Inspection of By-Laws 18 Section 5.09 Periodic Reports 18 (ii) ARTICLE VI - Amendments 19 Section 6.01 Powers of Shareholders 19 Section 6.02 Powers of Directors 19 CERTIFICATE OF SECRETARY 20 (iii) BY-LAWS FOR THE REGULATION, EXCEPT AS OTHERWISE PROVIDED BY STATUTE OR ITS ARTICLES OF INCORPORATION, OF INTERNATIONAL ALUMINUM CORPORATION ARTICLE I Offices Section 1.01 Principal Office. The principal office for the transaction of the business of the Corporation is hereby located at 767 Monterey Pass Road in the City of Monterey Park, County of Los Angeles, State of California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said county by amendment of this Section 1.01. Section 1.02 Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business. ARTICLE II Meeting of Shareholders Section 2.01 Place of Meetings. All annual meetings of shareholders and all other meetings of shareholders shall be held either at the principal office or at any other place within or without the State of California which may be designated either by the Board of Directors pursuant to authority hereinafter granted to said Board, or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the Corporation. Section 2.02 Annual Meetings. The annual meeting of shareholders shall be held on the last Thursday of October in each year at 2:00 o'clock P.M. of said day; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday. At such meetings directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the power of the shareholders. Written notice of each annual meeting shall be given to each shareholder entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice. If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the principal office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be sent to each shareholder entitled thereto not less than ten (10) days or more than fifty (50) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall state such other matters, if any, as may be expressly required by statute. Section 2.03 Special Meetings. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors, or by one or more shareholders holding not less than one-fifth of the voting power of the Corporation. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders. Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted. Section 2.04 Adjourned Meetings and Notice Thereof. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting. When any shareholders' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. Section 2.05 Voting. Unless a record date for voting purposes be fixed as provided in Section 5.01 of these By-Laws, then, but subject to the provisions of Sections 2218 to 2224 inclusive of the Corporations Code of California, only persons in whose names shares entitled to vote stand on the stock records of the Corporation on the day three (3) days prior to any meeting of shareholders shall be entitled to vote at such meeting. Such vote may be viva voce or by ballot provided however, that all elections for Directors must be by ballot upon demand made by a shareholder at any election and before the voting begins. Every shareholder entitled to vote at any election for Directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Section 2.06 Quorum. The presence in person or by proxy of persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Section 2.07 Consent of Absentees. The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting. Section 2.08 Action Without Meeting. Any action which, under any provision of the California Corporations Code, may be taken at a meeting of the shareholders, except approval of an agreement for merger or consolidation of the Corporation with other corporations, may be taken without a meeting if authorized by writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation. Section 2.09 Proxies. Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Corporation; provided than no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. ARTICLE III Directors Section 3.01 Powers. Subject to limitations of the Articles of Incorporation of the By-Laws, and of the California Corporations Code as to action which shall be authorized or approved by the shareholders, all Corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit: First - To select and remove all the Officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By- Laws, fix their compensation, and require from them security for faithful service. Second - To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation or the By- Laws, as they may deem best. Third - To change the principal office for the transaction of the business of the Corporation from one location to another within the same county as provided in Section 1.01 hereof; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of California, as provided in Section 1.02 hereof; to designate any place within or without the State of California for the holding of any shareholders' meeting or meetings; and to adopt, make and use a Corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law. Fourth - To authorize the issuance of shares of stock of the Corporation from time to time, upon such terms and for such considerations as may be lawful. Fifth - To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor. Sixth - To appoint an Executive Committee and other committees, and to delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to declare dividends and to adopt, amend or repeal By-Laws. The Executive Committee shall be composed of two or more Directors. Section 3.02 Number of Directors. The authorized number of Directors of the Corporation shall be seven (7) until changed by amendment of the Articles of Incorporation or by a By-Law duly adopted by the shareholders amending this Section 3.02; and if it is proposed to reduce the authorized number of Directors below seven (7), the vote or written consent of shareholders holding more than eight per cent (80%) of the voting power shall be necessary for such reduction. Section 3.03 Election and Term of Office. The Directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting of shareholders held for that purpose. All Directors shall hold office until their respective successors are elected. Section 3.04 Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his death, resignation or removal, or until his successor is elected at an annual or a special meeting of the shareholders. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Director, or if the authorized number of Directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or Directors are elected elect the full authorized number of Directors to be voted for at that meeting. The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office. Section 3.05 Place of Meeting. Regular meetings of the Board of Directors shall be held at any place within or without the state which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal office. Section 3.06 Organization Meeting. Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of such meeting is hereby dispensed with. Section 3.07 Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as the Board of Directors may from time to time designate; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuring which is not a legal holiday. Notice of all such regular meetings of the Board of Directors is hereby dispensed with. Section 3.08 Special Meetings. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President, or, if he is absent or unable or refuses to act, by any Vice President or by any two Directors. Written notice of the time and place of special meetings shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication, charges prepaid, addressed to him at his address a sit is shown upon the records of the Corporation, or if it is not so shown on such records and is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the County in which the principal office of the Corporation is located at least forty- eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered personally as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such Director. Section 3.09 Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned. Section 3.10 Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting. Section 3.11 Quorum. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Section 3.12 Adjournment. A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. Section 3.13 Action Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of the California Corporations Code may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Section 3.14 Fees and Compensation. By resolution of the Board of Directors, one or more of the Directors may be paid a retainer for their services as Directors, or a fixed fee (with or without expenses of attendance) for attendance at each meeting, or both. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor. Section 3.15 Indemnification of Directors, Officers, Employees and Other Agents. (a) The Corporation shall have the authority, to the maximum extent permitted by the California Corporations Code, to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. The Corporation shall also have the authority, to the maximum extent permitted by the California Corporations Code, to advance expenses incurred by any agent of the Corporation in defending any proceeding. (b) The Corporation shall have the authority to purchase and maintain insurance on behalf of agents of the Corporation against any liability asserted against or incurred by any agent in such capacity or arising out of the agent's status as agent. (c) The Corporation shall have the power to enter into binding agreements with its agents to provide the indemnification allowed under this Section 3.15. (d) Nothing in this Section 3.15 shall be construed either to allow indemnification of any agent for any acts or omissions or transactions from which such agent may not be indemnified under applicable California law or to deny indemnification when applicable California law requires indemnification. (e) For the purposes of this Section 3.15, an agent of the Corporation includes any person who is or was a Director, Officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation. For purposes of this Section 3.15, "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative. For purposes of this Section 3.15, "expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification. ARTICLE IV Officers Section 4.01 Officers. The Officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 4.03. One person may hold two or more offices, except those of President and Secretary. Section 4.02 Election. The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Section 4.03 or Section 4.05, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified. Section 4.03 Subordinate Officers, etc. The Board of Directors may appoint such other Officers as the business of the Corporation may require, each of whom shall have such authority and perform such duties as are provided in these By-Laws or as the Board of Directors may from time to time specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve. Section 4.04 Removal and Resignation. Any Officer may be removed, either with or without cause by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4.05 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office. Section 4.06 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 Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these By-Laws. Section 4.07 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 and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, at all meetings of the Board of Directors. He shall be ex officio a 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 or these By-Laws. Section 4.08 Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these By-Laws. Section 4.09 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present or represented at shareholders' meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office or at the office of the Corporation's transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the numbers and dates of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws. If for any reason the Secretary shall fail to give notice of any special meeting of the Board of Directors called by one or more of the persons identified in the first paragraph of Section 3.08, or if he shall fail to give notice of any special meeting of the shareholders called by one or more of the persons identified in Section 2.03, then any such person or persons may give notice of any such special meeting. Section 4.10 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipt, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all moneys and other valuables in the name ad to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws. ARTICLE V Miscellaneous Section 5.01 Record Date and Closing Stock Books. The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of hares. The record date so fixed shall be not more than fifty (50) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed, only shareholders who are such of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of a period not more than fifty (50) days prior to the date of a shareholders' meeting, the date when the right to any dividend, distribution, or allotment of rights vests, or the effective date of any change, conversion or exchange of shares. Section 5.02 Inspection of Corporate Records. The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and the Board of Directors and of executive committees of Directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his interests as a shareholder, or as the holder of such voting trust certificate, and shall be exhibited at any time when required by the demand at any shareholders' meeting of ten per cent (10%) of the shares represented at the meeting. Such inspection may be made in person or by an agent or attorney, an shall include the right to make extracts. Demand of inspection other than at a shareholders' meeting shall be made in writing upon the President, Secretary, Assistant Secretary or General Manager of the Corporation. Section 5.03 Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. Section 5.04 Annual Report. The Board of Directors shall cause an annual report to be sent to the shareholders, not later than one hundred and twenty (120) days after the close of the fiscal or calendar year. Section 5.05 Contract, etc., How Executed. The Board of Directors, except as in these By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 5.06 Certificates of Stock. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary, or be authenticated by facsimiles of the signatures of the President and Secretary, or by a facsimile of the signature of the President and the written signature of the Secretary or an Assistant Secretary. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk, and be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers, before issuance. Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the Board of Directors or these By-Laws may provide; provided, however, that any such certificate so issued prior to full payment shall state on its face the amount remaining unpaid and the terms of payment thereof. Section 5.07 Representation of Shares of Other Corporations. The President or any Vice President and the Secretary or Assistant Secretary of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said Officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such Officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said Officers. Section 5.08 Inspection of By-Laws. The Corporation shall keep in its principal office for the transaction of business the original or a copy of these By-Laws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours. Section 5.09 Periodic Reports. Regular reports containing detailed financial and other information concerning the business and affairs of the Corporation shall be furnished periodically to the responsible Officers and Directors of the Corporation, and such reports shall be designed to keep each such Officer and Director currently and reasonably informed of the affairs of the Corporation. ARTICLE VI Amendments Section 6.01 Power of Shareholders. New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote of shareholders entitled to exercise a majority of the voting power of the Corporation or by the written assent of such shareholders, except as otherwise provided by law or by the Articles of Incorporation; provided that the vote or written assent of shareholders holding more than eighty percent (80%) of the voting power of the Corporation shall be required to reduce the authorized number of Directors below five (5). Section 6.02 Power of Directors. Subject to the right of shareholders as provided in Section 6.01 to adopt, amend or repeal By- Laws, By-Laws other than a By-Law or amendment thereof, changing the authorized number of Directors may be adopted, amended or repealed by the Board of Directors at any regular or special meeting thereof. EX-5 5 OPINION AND CONSENT OF COUNSEL McINTYRE & LUBECK 3070 Bristol Street Suite 450 Costa Mesa, California 92626 (714) 545-7835 December 19, 1994 INTERNATIONAL ALUMINUM CORPORATION 767 Monterey Pass Road Monterey Park, California 91754 Gentlemen: In connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by International Aluminum Corporation, a California corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of options (the "Options") to purchase up to 500,000 shares (the "Shares") of its Common Stock, par value $1.00 per share, pursuant to the International Aluminum Corporation 1991 Stock Option Plan (the "Plan"), we are rendering certain legal opinions to the Company pertaining to the Options and the Shares. At the Company's request, we are furnishing this opinion of counsel to the Company for filing as Exhibit 5 to the Registration Statement. In our capacity as your counsel in the connection referred to above, we have examined the Registration Statement, the Plan, the Restated Articles of Incorporation and the By-Laws, each as amended to date, of the Company, and the original copies, or copies certified or otherwise identified, of records of corporate action of the Company as furnished to us by the Company, certificates of public officials, statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. Based upon our examination as aforesaid, we are of the opinion that the Options, when issued as contemplated by the Registration Statement and the Plan, will be validly issued, and the Shares, when purchased and paid for as described in the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement. Very truly yours, McINTYRE & LUBECK EX-24.1 6 CONSENT OF PRICE WATERHOUSE LLP Exhibit 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 17, 1994, which appears on page 15 of the 1994 Annual Report to Shareholders of International Aluminum Corporation (the "Company"), which is incorporated by reference in the Company's Annual Report on Form 10-K for the year ended June 30, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on Page F-1 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP Los Angeles, California December 22, 1994 -----END PRIVACY-ENHANCED MESSAGE-----