-----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, VLjq20pSY76esAInz0/uqS+I24Zzz3LbPwAFYKm7bq4qFxjedA/aYWDiChx/xGll w8hd7NBENRcNqO9d5BkVAQ== 0000005907-94-000049.txt : 19940920 0000005907-94-000049.hdr.sgml : 19940920 ACCESSION NUMBER: 0000005907-94-000049 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19940919 EFFECTIVENESS DATE: 19940919 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-52119 FILM NUMBER: 94549582 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 100132412 BUSINESS PHONE: 2126055500 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 S-8 POS 1 1 Registration No. 33-52119-03 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________ Post-Effective Amendment No. 3 on FORM S-8 to Form S-4 Registration Statement Under The Securities Act of 1933* ____________ AT&T Corp. A New York I.R.S. Employer Corporation No. 13-4924710 32 Avenue of the Americas, New York, New York 10013-2412 ____________ MCCAW CELLULAR COMMUNICATIONS, INC. Equity Purchase Program ____________ Agent for Service S. L. Prendergast, Vice President and Treasurer 32 Avenue of the Americas, New York, New York 10013-2412 (212) 387-5400 ____________ Please send copies of all communications to: Marilyn J. Wasser, Vice President - Law and Secretary 32 Avenue of the Americas, New York, New York 10013-2412 ____________ APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES PURSUANT TO THE PLAN: Promptly after the filing of this Post-Effective Amendment. * Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the procedure described herein. See "INTRODUCTORY STATEMENT". 2 INTRODUCTORY STATEMENT AT&T Corp. ("AT&T") hereby amends its Registration Statement on Form S-4 (No. 33-52119) (the "Form S-4"), by filing this Post-Effective Amendment No. 3 on Form S-8 (the "Post-Effective Amendment") relating to the sale of up to 8,103,440 shares of the common stock, par value $1.00 per share, of AT&T ("AT&T Common Stock") issuable upon the exercise of stock options granted under the McCaw Cellular Communications, Inc. Equity Purchase Program (the "Plan"). On September 19, 1994, Ridge Merger Corporation, a Delaware Corporation and a wholly owned subsidiary of AT&T, was merged into McCaw Cellular Communications, Inc., a Delaware Corporation ("McCaw"). As a result of such merger (the "Merger"), McCaw has become a wholly owned subsidiary of AT&T and each outstanding share (other than shares owned by AT&T, McCaw or any direct or indirect wholly owned subsidiary of AT&T or McCaw) of common stock, par value $.01 per share, of McCaw ("McCaw Common Stock"), has been converted into one(1) share of common stock, par value $1.00 per share, of AT&T. Pursuant to the Merger, each outstanding option issued pursuant to the Plan will no longer be exercisable for shares of McCaw Common Stock but, instead, will constitute an option to acquire, on the same terms and conditions as were applicable under such option, shares of AT&T Common Stock in lieu of shares of McCaw Common Stock. The designation of the Post-Effective Amendment as Registration No. 33-52119-03 denotes that the Post-Effective Amendment relates only to the shares of AT&T Common Stock issuable upon exercise of stock options under the Plan and that this is the third Post-Effective Amendment to the Form S-4 filed with respect to such shares. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents have been filed by AT&T with the Securities and Exchange Commission ("SEC") and are incorporated herein by reference: (1) AT&T's Annual Report on Form 10-K for the year ended December 31, 1993; (2) AT&T's Quarterly Report on Form 10-Q for the periods ended March 31, 1994 and June 30, 1994; and (3) AT&T's Current Reports on Form 8-K dated January 14, 1994, January 27, 1994, March 4, 1994, March 23, 1994, April 5, 1994, August 16, 1993, as amended (filed April 19, 1994), April 22, 1994, August 16, 1993, as amended (filed May 20, 1994), May 26, 1994, July 15, 1994, August 16, 1993, as amended (filed August 23, 1994), August 25, 1994 and September 14, 1994; (4) The description of AT&T Common Stock contained in the registration statement filed under the Securities Exchange Act of 1934, as amended ("Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents, filed subsequent to the date hereof by AT&T with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER, that the documents enumerated above or subsequently filed by AT&T pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made hereby is in effect prior to the filing with the SEC of AT&T's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference herein or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Item 4. Description of Securities. Not Applicable. 1 4 Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Pursuant to the statutes of the State of New York, a director or officer of a corporation is entitled, under specified circumstances, to indemnification by the corporation against reasonable expenses, including attorney's fees, incurred by him/her in connection with the defense of a civil or criminal proceeding to which he/she has been made, or threatened to be made, a party by reason of the fact that he/she was such director or officer. In certain circumstances, indemnity is provided against judgments, fines and amounts paid in settlement. In general, indemnification is available where the director or officer acted in good faith, for a purpose he/she reasonably believed to be in the best interests of the corporation. Specific court approval is required in some cases. The foregoing statement is subject to the detailed provisions of Sections 715, 717 and 721-725 of the New York Business Corporation Law ("BCL"). The AT&T By-laws provide that AT&T is authorized, by (i) a resolution of shareholders, (ii) a resolution of directors or (iii) an agreement providing for such indemnification, to the fullest extent permitted by applicable law, to provide indemnification and to advance expenses to its directors and officers in respect of claims, actions, suits or proceedings based upon, arising from, relating to or by reason of the fact that any such director or officer serves or served in such capacity with AT&T or at the request of AT&T in any capacity with any other enterprise. AT&T has entered into contracts with its officers and directors, pursuant to the provisions of BCL Section 721, by which it will be obligated to indemnify such persons, to the fullest extent permitted by the BCL, against expenses, fees, judgments, fines and amounts paid in settlement in connection with any present or future threatened, pending or completed action, suit or proceeding based in any way upon or related to the fact that such person was an officer or director of AT&T or, at the request of AT&T, an officer, director or other partner, agent, employee or trustee of another enterprise. The contractual indemnification so provided will not extend to any situation where a judgment or other final adjudication adverse to such person establishes that his/her acts were committed in bad faith or were the result of active and deliberate dishonesty or that there inured to such person a financial profit or other advantage. 2 5 The directors and officers of AT&T are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act of 1933 ("1933 Act"), which might be incurred by them in such capacities. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibits identified in parentheses below, on file with the SEC, are incorporated herein by reference as exhibits hereto. Exhibit Number 4-A McCaw Cellular Communications, Inc. Second Amended and Restated Equity Purchase Program. 4-B Restated Certificate of Incorporation of the registrant filed January 10, 1989, Certificate of Change to Restated Certificate of Incorporation dated March 18, 1992, Certificate of Amendment to Restated Certificate of Incorporation dated June 1, 1992, and Certificate of Amendment to the Certificate of Incorporation dated April 20, 1994, (Exhibit 4-B to Registration Statement No. 33- 53765). 5-A Opinion of Marilyn J. Wasser, Vice President - Law and Secretary of the registrant, as to the legality of the securities to be issued. 5-B Opinion of H. John Hokenson, General Attorney of the registrant, as to the legality of the securities to be issued. 23-A Consent of Coopers & Lybrand L.L.P. 23-B Consent of Marilyn J. Wasser is contained in the opinion of counsel filed as Exhibit 5-A. 23-C Consent of Arthur Andersen & Co. 23-D Consent of Ernst & Young LLP. 23-E Consent of H. John Hokenson is contained in the opinion of counsel filed as Exhibit 5-B. 24 Power of Attorney executed by Vice President and Controller who signed this Post-Effective Amendment. Item 9. Undertakings. (1) The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the 1933 Act; 3 6 (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) 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. (4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the 1933 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 SEC such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. 4 7 SIGNATURES The Registrant Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this post-effective amendment on Form S-8 to the registration statement on Form S-4 (Registration No. 33-52119-03) and has duly caused this post-effective amendment on Form S-8 to the registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on the 19th day of September, 1994. AT&T CORP. By (S. L. Prendergast, Vice President and Treasurer) Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment on Form S-8 to the registration statement on Form S-4 (Registration No. 33-52119-03) has been signed below by the following persons in the capacities and on the date indicated. Principal Executive Officer: # # R. E. Allen Chairman # of the Board # # # Principal Financial Officer: # # R. W. Miller Chief Financial # Officer # ### # # By (S. L. Prendergast) # attorney-in-fact)* Principal Accounting Officer: # # M. B. Tart Vice President # and Controller # September 19, 1994 # Directors: # # R. E. Allen # M. Kathryn Eickhoff # Walter Y. Elisha # Philip M. Hawley # Carla A. Hills # Belton K. Johnson # Drew Lewis # Donald F. McHenry # Victor A. Pelson # Donald S. Perkins # Henry B. Schacht # Michael I. Sovern # Franklin A. Thomas # *by power of attorney Joseph D. Williams # Thomas H. Wyman # 8 EXHIBIT INDEX Exhibit Number 4-A McCaw Cellular Communications, Inc. Second Amended and Restated Equity Purchase Program. 4-B Restated Certificate of Incorporation of the registrant filed January 10, 1989, Certificate of Change to Restated Certificate of Incorporation dated March 18, 1992, Certificate of Amendment to Restated Certificate of Incorporation dated June 1, 1992, and Certificate of Amendment to the Certificate of Incorporation dated April 20, 1994, (Exhibit 4-B to Registration Statement No. 33-53765). 5-A Opinion of Marilyn J. Wasser, Vice President - Law and Secretary of the registrant, as to the legality of the securities to be issued. 5-B Opinion of H. John Hokenson, General Attorney of the registrant, as to the legality of the securities to be issued. 23-A Consent of Coopers & Lybrand L.L.P. 23-B Consent of Marilyn J. Wasser is contained in the opinion of counsel filed as Exhibit 5-A. 23-C Consent of Arthur Andersen & Co. 23-D Consent of Ernst & Young LLP. 23-E Consent of H. John Hokenson is contained in the opinion of counsel filed as Exhibit 5-B. 24 Power of Attorney executed by Vice President and Controller who signed this Post-Effective Amendment. EX-4 2 1 Exhibit 4-A March 18, 1993 CONFORMED COPY* SECOND AMENDED AND RESTATED McCAW CELLULAR COMMUNICATIONS, INC. EQUITY PURCHASE PROGRAM McCAW CELLULAR COMMUNICATIONS, INC., a corporation organized under the laws of the State of Delaware, hereby adopts this Amended and Restated Equity Purchase Program. The purposes of this Equity Purchase Program are as follows: (1) To further the growth, development and financial success of the Company by providing additional incentives to certain of its Employees by assisting them to become owners of capital stock of the Company and thus to benefit directly from its growth, development and financial success. (2) To enable the Company to obtain and retain the services of the type of professional, technical and managerial employees and other persons considered essential to the long-range success of the Company by providing and offering them an opportunity to become owners of capital stock of the Company by means of issuances of restricted stock, stock appreciation rights and options, including options that are intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended. ARTICLE I DEFINITIONS Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, where the context so indicates. Section 1.1 - Board "Board" shall mean the Board of Directors of the Company or the Executive Committee thereof. Section 1.2 - Code "Code" shall mean the Internal Revenue Code of 1986, as amended. _______________________________ * This document sets forth the Second Amended and Restated Equity Purchase Program, which includes amendments adopted March 5, 1991, May 7, 1991, May 14, 1992 and March 3, 1993. This Second Amended and Restated Equity Purchase Program was adopted on May 1, 1990 and replaced in its entirety the Amended and Restated Equity Purchase Program adopted on May 2, 1989 which replaced in its entirety the original Equity Purchase Program adopted August 14, 1987. 2 Section 1.3 - Committee "Committee" shall mean the Stock Option and Restricted Stock Committee of the Board, appointed as provided in Section 9.1. Section 1.4 - Company "Company" shall mean McCaw Cellular Communications, Inc., a Delaware corporation. In addition, "Company" shall mean any corporation assuming, or issuing new employee stock options in substitution for, Incentive Stock Options outstanding under the Plan in a transaction to which Section 425(a) of the Code applies. Section 1.5 - Director "Director" shall mean a member of the Board. Section 1.6 - Employee "Employee" shall mean any employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company, or of any corporation which is then a Parent Corporation or Subsidiary, whether such employee is so employed at the time this Plan is adopted or becomes so employed subsequent to the adoption of this Plan. Section 1.7 - Fair Market Value "Fair Market Value" of a share of the Company's stock as of a given date shall be: (i) the closing price of a share of the Company's stock on the principal exchange on which shares of the Company's stock are then trading, if any, on the day previous to such date, or if shares were not traded on the day previous to such dates, then on the next preceding trading day during which a sale occurred; or (ii) if such stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, (l) the last sales price (if the stock is then listed as a National Market Issue under the NASD National Market System) or (2) the mean between the closing representative bid and asked prices (in all other cases) for the stock on the day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if such stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for the stock, on the day previous to such date, as determined in good faith by the Committee; or (iv) if the company's stock is not publicly traded, the fair market value established by the Committee acting in good faith. Section 1.8 - Incentive Stock Option "Incentive Stock Option" shall mean an Option which qualifies under Section 422 of the Code and which is designated as an Incentive Stock Option by the Committee. 3 Section 1.9 - Non-Qualified Option "Non-Qualified Option" shall mean an Option which is not an Incentive Stock Option and which is designated as a Non-Qualified Option by the Committee. Section 1.10 - Officer "Officer" shall mean an officer of the Company, any Parent Corporation or any Subsidiary. Section 1.11 - Option "Option" shall mean an option to purchase capital stock of the Company, granted under the Plan. "Options" includes both Incentive Stock Options and Non-Qualified Options. Section 1.12 - Optionee "Optionee" shall mean an Employee to whom an Option or Stock Appreciation Right is granted under the Plan. Section 1.13 - Parent Corporation "Parent Corporation" shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. Section 1.14 - Plan "Plan" shall mean this Amended and Restated Equity Purchase Program. Section 1.15 - Restricted Stock "Restricted Stock" shall mean capital stock of the Company issued pursuant to Article VII of the Plan. Section 1.16 - Restricted Stockholder "Restricted Stockholder" shall mean a person to whom Restricted Stock has been issued under the Plan. Section 1.17 - Secretary "Secretary" shall mean the Secretary of the Company. 4 Section 1.18 - Securities Act "Securities Act" shall mean the Securities Act of 1933, as amended. Section 1.19 - Special Committee "Special Committee" shall mean the Special Committee, appointed as provided in Section 9.4. Section 1.20 - Stock Appreciation Right "Stock Appreciation Right" shall mean a stock appreciation right granted under the Plan. Section 1.21 - Subsidiary "Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. "Subsidiary" shall also mean any partnership in which the Company and/or any Subsidiary owns more than 50% of the capital or profits interests. Section 1.22 - Termination of Employment "Termination of Employment" shall mean the time when the employee-employer relationship between the Optionee, holder of a Stock Appreciation Right or Restricted Stockholder and the Company, a Parent Corporation or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or retirement, but excluding terminations where there is a simultaneous reemployment by the Company, a Parent Corporation or a Subsidiary. The Committee, in its absolute discretion, shall determine the effect of all other matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of whether particular leaves of absence constitute Terminations of Employment; provided, however, that, with respect to Incentive Stock Options, a leave of absence shall constitute a Termination of Employment if, and to the extent that, such leave of absence interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable Regulations and Revenue Rulings under said Section. 5 ARTICLE II SHARES SUBJECT TO PLAN Section 2.1 - Shares Subject to Plan The shares of capital stock subject to Options or Stock Appreciation Rights or issued as Restricted Stock shall be shares of the Company's Class A common stock. The aggregate number of such shares which may be issued upon exercise of Options or Stock Appreciation Rights or as Restricted Stock shall not exceed 12,000,000. Section 2.2 - Unexercised Options If any Option expires or is cancelled without having been fully exercised, the number of shares subject to such Option but as to which such Option was not exercised prior to its expiration or cancellation may again be utilized hereunder, subject to the limitations of Section 2.1. Section 2.3 - Exercised Stock Appreciation Rights To the extent that a Stock Appreciation Right shall have expired or been cancelled without having been fully exercised, the number of shares subject to such Stock Appreciation Right but as to which such Stock Appreciation Right was not exercised prior to its expiration or cancellation, may again be utilized hereunder, subject to the limitations of Section 2.1. Section 2.4 - Forfeited Restricted Stock Any shares of Restricted Stock forfeited to the Company pursuant to the restrictions thereon may again be utilized hereunder, subject to the limitations of Section 2.1. Section 2.5 - Changes in Company's Shares In the event that the outstanding shares of Class A common stock of the Company are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company, or of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, or the number of shares is increased or decreased by reason of a stock split-up, stock dividend, combination of shares or any other increase or decrease in the number of such shares of Class A common stock effected without receipt of consideration by the Company (provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration"), the Committee shall make appropriate adjustments in the number and kind of shares for the purchase of which Options may be granted, in the number and kind of shares for which Stock Appreciation Rights may be granted and in the number and kind of shares of Restricted Stock which 6 may be issued including adjustments of the limitations in Section 2.1 on the maximum number and kind of shares which may be issued on exercise of Options or Stock Appreciation Rights or as Restricted Stock. ARTICLE III GRANTING OF OPTIONS Section 3.1 - Eligibility Any Employee of the Company or of any corporation which is then a Parent Corporation or a Subsidiary shall be eligible to be granted options, except as provided in Sections 3.2 and 9.4(a). Section 3.2 - Qualification of Incentive Stock Options No Incentive Stock Option shall be granted unless such Option, when granted, qualifies as an "incentive stock option" under Section 422 of the Code. No incentive stock option shall be granted to an Employee of a subsidiary which is not a corporation. Section 3.3 - Granting of Options (a) The Committee shall from time to time, in its absolute discretion: (i) Select from among the Employees (including Employees to whom Options and/or Stock Appreciation Rights have previously been granted and/or shares of Restricted Stock have previously been issued under the Plan) such of them as in its opinion should be granted Options; and (ii) Determine the number of shares to be subject to such Options granted to such selected Employees, and determine whether such Options are to be Incentive Stock Options or Non-Qualified Options; and (iii) Determine the terms and conditions of such Options, consistent with the Plan. (b) Upon the selection of an Employee to be granted an Option, the Committee shall instruct the Secretary to issue such Option and may impose such conditions on the grant of such Option as it deems appropriate. Without limiting the generality of the preceding sentence, the Committee may, in its discretion and on such terms as it deems appropriate, require as a condition on the grant of an Option to an Employee that the Employee surrender for cancellation some or all of the unexercised Options which have been previously granted to him. An Option the grant of which is conditioned upon such surrender may have an option price lower (or higher) than the option price of the surrendered Option, may cover the same (or a lesser or greater) number of shares as the surrendered Option, may contain such other terms as the Committee 7 deems appropriate and shall be exercisable in accordance with its terms, without regard to the number of shares, price, option period or any other term or condition of the surrendered Option. (c) Options, Stock Appreciation Rights and/or Restricted Stock may not be granted to Employees who are then required to file Forms 3, 4 and 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, except by the Special Committee. ARTICLE IV TERMS OF OPTIONS Section 4.1 - Option Agreement Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by the Optionee and an authorized Officer of the Company and which shall contain such terms and conditions as the Committee shall determine, consistent with the Plan. Stock Option Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such Options as "incentive stock options" under Section 422 of the Code. Section 4.2 - Option Price The price of the shares subject to each Option shall be set by the Committee or Special Committee as appropriate; provided, however, that the price per share shall be not less than 85% of the fair market value of such shares on the date such Option is granted; provided, further, that, in the case of an Incentive Stock Option, the price per share shall not be less than 100% of the fair market value of such shares on the date such Option is granted or 110% of the fair market value of such shares on the date such Option is granted in the case of an individual then owning (within the meaning of Section 425(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company, any Subsidiary or any Parent Corporation. Section 4.3 - Commencement of Exercisability (a) Except as the Committee may otherwise provide, no Option may be exercised in whole or in part during the first year after such Option is granted. (b) Subject to the provisions of Sections 4.3(a), 4.3(c), 4.3(d) and 10.3, Options shall become exercisable at such times and in such installments (which may be cumulative) as the terms of each individual Option shall provide; provided, however, that by a resolution adopted after an Option is granted the Committee may, on such terms and conditions as it may determine to be 8 appropriate and subject to Sections 4.3(a), 4.3(d) and 10.3, accelerate the time at which such Option or any portion thereof may be exercised. (c) Except as the Committee may otherwise provide, no portion of an Option which is unexercisable at Termination of Employment shall thereafter become exercisable. (d) Notwithstanding any other provision of this Plan, in the case of an Incentive Stock Option, the aggregate fair market value (determined at the time the Incentive Stock Option is granted) of the shares of the Company's stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code) are exercisable for the first time by the Optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company, any Subsidiary and any Parent Corporation) shall not exceed $100,000. Section 4.4 - Expiration of Options (a) No Option may be exercised to any extent by anyone after the first to occur of the following events: (i) In the case of an Incentive Stock Option, (1) the expiration of ten years from the date the Option was granted or (2) in the case of an Optionee owning (within the meaning of Section 425(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company, any Subsidiary or any Parent Corporation, the expiration of five years from the date the Option was granted; or (ii) In the case of a Non-Qualified Option, the expiration of fifteen years from the date the Option was granted; or (iii) Except in the case of any Optionee who is disabled (within the meaning of Section 22(e)(3) of the Code), either the expiration of three months from the date of the Optionee's Termination of Employment for any reason other than such Optionee's death or the expiration of seven months from the Termination of Employment of an Optionee who is an Officer required to file Forms 3, 4 and 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended; or (iv) In the case of an Optionee who is disabled (within the meaning of Section 22(e)(3) of the Code), the expiration of one year from the date of the Optionee's Termination of Employment for any reason other than such Optionee's death; or (v) The expiration of one year from the date of the Optionee's death. 9 (b) Subject to the provisions of Section 4.4(a), the terms of each individual Option shall provide when such Option expires and becomes unexercisable; and (without limiting the generality of the foregoing) the terms of individual Options may provide that said Options expire immediately upon a Termination of Employment for any reason. The Committee may, either by the terms of any Option or by a resolution adopted after an Option is granted, extend any of the periods set forth in sections 4.4(a)(iii), (iv) or (v) on such terms and conditions as it may determine to be appropriate, provided however that in no event shall such extension be for a term longer than the original term of such Option. Section 4.5 - Consideration to the Company In consideration of the granting of the Option, the Optionee shall agree, in the written Stock Option Agreement, to remain in the employ of the Company, a Parent Corporation or a Subsidiary for a period of at least one year after the Option is granted. Section 4.6 - No Right to Continued Employment Nothing in this Plan or in any Stock Option Agreement hereunder shall confer upon any Optionee any right to continue in the employ of the Company, any Parent Corporation or any Subsidiary or shall interfere with or restrict in any way the rights of the Company, its Parent Corporations and its Subsidiaries, which are hereby expressly reserved, to terminate or discharge any Optionee at any time for any reason whatsoever, with or without cause. Section 4.7 - Adjustments in Outstanding Options In the event that the outstanding shares of the Company's Class A common stock subject to Options are changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company by reason of merger, consolidation, recapitalization, reclassification, or the number of such shares is increased or decreased by reason of a stock split-up, stock dividend, combination of shares or any other increase or decrease in the number of such shares of Class A common stock effected without receipt of consideration by the Company (provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration"), the Committee shall make an appropriate and equitable adjustment in the number and kind of shares as to which all outstanding Options, or portions thereof then unexercised, shall be exercisable. Such adjustments shall be made with the intent that, after the change or exchange of shares, the Optionee's proportionate interest shall be maintained as before the occurrence of such event. Any adjustment in an outstanding Option shall be made without change in the total price applicable to the Option or the unexercised portion of the Option (except for any change in the aggregate price resulting from rounding-off of share quantities or prices) and with any necessary corresponding adjustment in Option price 10 per share; provided, however, that each such adjustment shall be made in such a manner as not to constitute a "modification" within the meaning of Section 425(h)(3) of the Code. Any such adjustment made by the Committee shall be final and binding upon all Optionees, the Company and all other interested persons. In its absolute discretion, and on such terms and conditions as it deems appropriate, the Committee may provide by the terms of any Option that such Option cannot be exercised after the merger or consolidation of the Company with or into another corporation, the acquisition by another corporation or person of all or substantially all of the Company's assets or 80% or more of the Company's then outstanding voting stock or the liquidation or dissolution of the Company; and if the Committee so provides, it may, in its absolute discretion and on such terms and conditions as it deems appropriate, also provide, either by the terms of such Option or by a resolution adopted prior to the occurrence of such merger, consolidation, acquisition, liquidation or dissolution, that, for some period of time prior to such event, such Option shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in Section 4.3(a), Section 4.3(b) and/or any installment provisions of such Option, but subject to Section 4.3(d). ARTICLE V EXERCISE OF OPTIONS Section 5.1 - Person Eligible to Exercise During the lifetime of the Optionee, only he may exercise an Option granted to him, or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under Section 4.4 or Section 4.7, be exercised by his personal representative or by any person empowered to do so under the deceased Optionee's will or under the then applicable laws of descent and distribution. Section 5.2 - Partial Exercise At any time and from time to time prior to the time when any exercisable Option or exercisable portion thereof becomes unexercisable under Section 4.4 or Section 4.7, such Option or portion thereof may be exercised in whole or in part; provided, however, that the Company shall not be required to issue fractional shares and the Committee may, by the terms of the Option, require any partial exercise to be with respect to a specified minimum number of shares. Section 5.3 - Manner of Exercise An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when such Option or such portion becomes unexercisable under Section 4.4 or 11 Section 4.7: (a) Notice in writing signed by the Optionee or other person then entitled to exercise such Option or portion, stating that such Option or portion is exercised, such notice complying with all applicable rules established by the Committee; and (b) (i) Full payment (in cash or by check) for the shares with respect to which such Option or portion is thereby exercised; or (ii) Subject to the Committee's consent, full payment by delivery to the Company of shares of the Company's Class A or Class B common stock owned by the Optionee duly endorsed for transfer to the Company by Optionee or other person then entitled to exercise such Option or portion, with a Fair Market Value equal to the Option price of shares with respect to which such Option or portion is thereby exercised; or (iii) Subject to the Committee's consent, a full recourse promissory note bearing interest (at least at such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) Subject to the Committee's consent, any combination of the considerations provided for in the foregoing subsections (i), (ii) and (iii); and (c) On or prior to the date the same is required to be withheld: (i) Full payment (in cash or by check) of any amount that must be withheld by the Company for federal, state and/or local tax purposes; or (ii) Subject to the Committee's consent, full payment by delivery to the Company of shares of the Company's Class A or Class B common stock owned by Optionee duly endorsed for transfer to the Company by Optionee or other person then entitled to exercise such Option or portion with an aggregate Fair Market Value equal to the amount that must be withheld by the Company for federal, state and/or local tax purposes; or (iii) Subject to the Committee's consent, full payment by retention by the Company of shares of the Company's Class A common stock to be issued pursuant to 12 such Option exercise with an aggregate Fair Market Value equal to the amount that must be withheld by the Company for federal, state and/or local tax purposes; or (iv) Subject to the Committee's consent, any combination of payments provided for in the foregoing subsections (i), (ii) or (iii); provided that if the Optionee is an Officer who is required to file Forms 3, 4 and 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, then if and to the extent required by Rule 16b-3 thereunder, an election to make full payment by the means described in Section 5.3(c)(iii) shall be made more than six months after grant of the Option and either (x) made and the Option exercised only during the period beginning on the third business day following the date of release of quarterly or annual summary statements of sales and earnings of the Company and ending on the twelfth business day following such date, or (y) irrevocably made more than six months prior to the date the amount of tax to be withheld is determined; and (d) Such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with ali applicable provisions of the Securities Act and any other federal or state securities laws or regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and (e) In the event that the Option or portion thereof shall be exercised pursuant to Section 5.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof. Section 5.4 - Conditions to Issuance of Stock Certificates The shares of stock issuable and deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; and (b) The completion of any registration or other qualification of such shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and 13 (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as the Committee may establish from time to time for reasons of administrative convenience. Section 5.5 - Rights as Shareholders The holders of Options shall not be, nor have any of the rights or privileges of, shareholders of the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such holders. Section 5.6 - Transfer Restrictions The Committee, in its absolute discretion, may impose such restrictions on the transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Stock Option Agreement and may be referred to on the certificates evidencing such shares. The Committee may require the Employee to give the Company prompt notice of any disposition of shares of stock, acquired by exercise of an Incentive Stock Option, within two years from the date of granting such Option or one year after the transfer of such shares to such Employee. The Committee may direct that the certificates evidencing shares acquired by exercise of an Option refer to such requirement to give prompt notice of disposition. ARTICLE VI STOCK APPRECIATION RIGHTS Section 6.1 - Eligibility Any Employee of the Company or of any corporation which is then a Parent Corporation or a Subsidiary shall be eligible to be granted a Stock Appreciation Right, except as provided in Section 9.4(a). Section 6.2 - Granting of Stock Appreciation Right (a) The Special Committee shall from time to time, in its absolute discretion: (i) Select from among the Employees (including Employees to whom Options and/or Stock Appreciation Rights have previously been granted and/or shares of Restricted Stock have previously been issued under the Plan) such of them as in its opinion should be granted Stock Appreciation Rights; and 14 (ii) Determine the number of shares to be subject to such Stock Appreciation Rights granted to such selected Employees; and (iii) Determine the terms and conditions of such Stock Appreciation Rights, consistent with the Plan. (b) Upon the selection of an Employee to be granted a Stock Appreciation Right, the Special Committee shall instruct the Secretary to issue such Stock Appreciation Right and may impose such conditions on the grant of such Stock Appreciation Right as it deems appropriate. Without limiting the generality of the preceding sentence, the Special Committee may, in its discretion and on such terms as it deems appropriate, require as a condition on the grant of a Stock Appreciation Right to an Employee that the Employee surrender for cancellation some or all of the unexercised Stock Appreciation Rights which have been previously granted to him. Section 6.3 - Stock Appreciation Right Agreement Each Stock Appreciation Right shall be evidenced by a written Stock Appreciation Right Agreement, which shall be executed by the holder of the Stock Appreciation Right and an authorized Officer and which shall contain such terms and conditions as the Special Committee shall determine, consistent with the Plan. Section 6.4 - Base Price of Stock Appreciation Right Except as the Special Committee may otherwise provide, the base price of a share subject to a Stock Appreciation Right shall be the Fair Market Value of the Company's Class A common stock valued as of the date of the grant of the Stock Appreciation Right. Section 6.5 - Commencement of Exercisability A Stock Appreciation Right shall become exercisable at such times as the terms of each grant of a Stock Appreciation Right shall provide; provided, however, that: (a) Except as the Special Committee may otherwise provide, no Stock Appreciation Right may be exercised in whole or in part during the first year after such Stock Appreciation Right is granted. (b) The Stock Appreciation Right shall not become exercisable for cash for six months after the date it is granted except, in the case of a holder of a Stock Appreciation Right who is an Officer or Employee of the Company, a Parent Corporation or a Subsidiary, in the event of the death or disability of the holder of the Stock Appreciation Right (as defined in Section 22(e)(3) of the Code). 15 (c) The Stock Appreciation Right shall be exercisable for cash only during the periods beginning on the third business day after, and ending on the twelfth business day after, the Company's public release of its quarterly or annual sales and earnings. (d) In the case of a holder of a Stock Appreciation Right who is an Officer or Employee of the Company, a Parent Corporation or a Subsidiary, the Stock Appreciation Right shall not be exercisable after Termination of Employment except to the extent approved by the Special Committee. Section 6.6 - Expiration of Stock Appreciation Rights (a) No Stock Appreciation Right may be exercised to any extent by anyone after the first to occur of the following events: (i) The expiration of fifteen years from the date the Stock Appreciation Right was granted; or (ii) Except in the case of any holder of a Stock Appreciation Right who is disabled (within the meaning of Section 22(e)(3) of the Code), the expiration of three months from the date of the Termination of Employment of the holder of the Stock Appreciation Right for any reason other than the death of the holder of the Stock Appreciation Right unless the holder of the Stock Appreciation Right dies within said three-month period; or (iii) In the case of a holder of a Stock Appreciation Right who is disabled (within the meaning of Section 22(e)(3) of the Code), the expiration of one year from the date of the Termination of Employment of the holder of the Stock Appreciation Right for any reason other than the death of the holder of a Stock Appreciation Right unless the holder of the Stock Appreciation Right dies within said one-year period; or (iv) The expiration of one year from the date of the death of the holder of a Stock Appreciation Right. (b) Subject to the provisions of Section 6.6(a), the terms of each individual Stock Appreciation Right shall provide when such Stock Appreciation Right expires and becomes unexercisable; and (without limiting the generality of the foregoing) the terms of an individual Stock Appreciation Right may provide that said Stock Appreciation Right expire immediately upon a Termination of Employment for any reason. 16 Section 6.7 - Consideration to the Company In consideration of the granting of a Stock Appreciation Right by the Company, the holder of a Stock Appreciation Right shall agree in the written Stock Appreciation Right Agreement to remain in the employ of the Company, a Parent Corporation or a Subsidiary for a period of at least one year after the stock Appreciation Right is granted. Section 6.8 - No Right to Continued Employment Nothing in this Plan or in any Stock Appreciation Right Agreement shall confer upon the holder of a Stock Appreciation Right any right to continue in the employ of the Company, any Parent Corporation or any Subsidiary or shall interfere with or restrict in any way the rights of the Company, its Parent Corporations and its Subsidiaries, which are hereby expressly reserved, to terminate or discharge any holder of a Stock Appreciation Right at any time for any reason whatsoever, with or without cause. Section 6.9 - Adjustments in Stock Appreciation Right In the event that the outstanding shares of the Company's Class A common stock subject to a Stock Appreciation Right are changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company by reason of merger, consolidation, recapitalization, reclassification, or the number of such shares is increased or decreased by reason of a stock split-up, stock dividend, combination of shares, or any other increase or decrease in the number of such shares of Class A common stock effected without receipt of consideration by the Company (provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration"), the Special Committee shall make an appropriate and equitable adjustment in the number and kind of shares as to which the Stock Appreciation Right, or portions thereof then unexercised, shall be exercisable. Such adjustments shall be made with the intent that, after the change or exchange of shares, the proportionate interest of a holder of a Stock Appreciation Right shall be maintained as before the occurrence of such event. Any adjustment in the per share base price of the Stock Appreciation Right shall be made without change to the total price applicable to the unexercised portion of the Stock Appreciation Right (except for any change in the aggregate price resulting from rounding-off of share quantities or prices). Any such adjustment made by the Special Committee shall be final and binding upon the holder of a Stock Appreciation Right, the Company and all other interested persons. 17 Section 6.10 - Exercise of a Stock Appreciation Right Upon Merger or Consolidation In its absolute discretion, and on such terms and conditions as it deems appropriate, the Special Committee may provide by the terms of any Stock Appreciation Right that such Stock Appreciation Right may not be exercised to any extent by anyone after the effective date of either the merger or consolidation of the Company with or into another corporation, the acquisition by another corporation or person of eighty percent (80%) or more of the Company's then outstanding voting stock or the liquidation or dissolution of the Company, and, if the Special Committee so provides, it may, in its absolute discretion and on such terms and conditions as it deems appropriate, also provide either by the terms of such Stock Appreciation Right or by a resolution adopted prior to the occurrence of such merger, consolidation, acquisition, liquidation or dissolution, that, for some period of time prior to such event, such Stock Appreciation Right shall be exercisable, notwithstanding that the Stock Appreciation Right may not yet have become fully exercisable under Section 6.5. Section 6.11 - Person Eligible to Exercise During the lifetime of a holder of a Stock Appreciation Right, only he may exercise a Stock Appreciation Right granted to him, or any portion thereof. After the death of the holder of a Stock Appreciation Right, any exercisable portion of a Stock Appreciation Right may, prior to the time when such portion becomes unexercisable under Section 6.6, be exercised by his personal representative or by any person empowered to do so under the deceased holder's will or under the then applicable laws of descent and distribution. 18 Section 6.12 - Partial Exercise Any exercisable portion of the Stock Appreciation Right or the entire Stock Appreciation Right, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Stock Appreciation Right or portion thereof becomes unexercisable under Section 6.6. Section 6.13 - Manner of Exercise (a) The Stock Appreciation Right, or any exercisable portion hereof, may be exercised solely by delivery to the Secretary or his office of a written notice, complying with the applicable rules established by the Special Committee, stating that the Stock Appreciation Right or portion is thereby exercised. The notice shall be signed by the holder of the Stock Appreciation Right or such other person then entitled to exercise the Stock Appreciation Right. (b) Upon exercise of the Stock Appreciation Right, the holder of the Stock Appreciation Right shall receive a payment in an amount determined by multiplying: (i) The difference obtained by subtracting the per share base price of the Stock Appreciation Right from the Fair Market Value per share of the Company's Class A common stock on the date the Stock Appreciation Right is exercised; by (ii) The number of shares with respect to which the Stock Appreciation Right is being exercised. Payment of the amount determined in this subsection (b) shall be made, in the sole discretion of the Special Committee, in cash, in the Company's Class A common stock valued at its Fair Market Value on the date the Stock Appreciation Right is exercised, or in a combination of both. Shares of Class A common stock shall be issuable upon the conditions set forth in Section 5.4. Section 6.14 - Rights as Shareholder The holder of the Stock Appreciation Right shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any shares the appreciation value of which is payable upon the exercise of any part of the Stock Appreciation Right or to which he may become entitled upon exercise of the Stock Appreciation Right unless and until, and then only to the extent that, certificates representing such shares shall have been issued by the Company to such holder. Section 6.15 - Withholding (a) If the payment under Section 6.13(b) is to made in cash, the Special Committee may require the withholding of the amounts otherwise payable to a holder of a Stock Appreciation 19 Right upon exercise of the Stock Appreciation Right pursuant to federal, state and/or local income tax laws and regulations. (b) In the event that shares of Company stock are to be issued to a holder of a Stock Appreciation Right under Section 6.13 upon exercise of a Stock Appreciation Right, the Company's obligation to issue any such shares is expressly conditioned upon receipt from the holder of a Stock Appreciation Right, on or prior to the date the same is required to be withheld, of funds sufficient to comply with any applicable federal or state tax withholding requirements. Section 6.16 - Granting of Stock Appreciation Right Linked to Option Notwithstanding anything to the contrary contained herein, a Stock Appreciation Right may also be granted to any Employee who actually receives a grant of an Option under the Plan. Such a Stock Appreciation Right may be granted in connection and simultaneously with the grant of an Option or with respect to a previously granted Option, and shall be subject to such terms and conditions not inconsistent with the Plan as the Special Committee shall impose, including the following: (a) A Stock Appreciation Right linked to an Option shall be related to a particular Option and shall be exercisable only to the extent the related Option is exercisable. (b) A Stock Appreciation Right linked to an Option shall be granted to the Optionee to the maximum extent of 100% of the number of shares subject to the simultaneously or previously granted Option. (c) A Stock Appreciation Right linked to an Option shall entitle the Optionee (or other person entitled to exercise the Option pursuant to Section 5.1) to surrender unexercised a portion of the Option to which the Stock Appreciation Right relates to the Company and to receive from the Company in exchange therefor an amount, payable in cash or, in the discretion of the Special Committee, shares of the Company's Class A common stock. ARTICLE VII ISSUANCE OF RESTRICTED STOCK Section 7.1 - Eligibility Any Employee of the Company or of any corporation which is then a Parent Corporation or a Subsidiary shall be eligible to be issued Restricted Stock except as provided in Section 9.4(a). Section 7.2 - Issuance of Restricted Stock (a) The Committee shall from time to time, in its absolute discretion: 20 (i) Select from among Employees (including Employees to whom Options and/or Stock Appreciation Rights have previously been granted and/or shares of Restricted Stock have previously been issued) such of them as in its opinion should be issued Restricted Stock; and (ii) Determine the number of shares of Restricted Stock to be issued to such selected Employees; and (iii) Determine the purchase price and other terms and conditions applicable to such Restricted Stock, consistent with the Plan. (b) Shares issued as Restricted Stock may be either previously authorized but unissued shares or issued shares which have been acquired by the Company. The Committee shall establish the purchase price (if any) and form of payment for Restricted Stock. In all cases legal consideration shall be required for each issuance of Restricted Stock. (c) Upon the selection of an Employee to be issued Restricted Stock, the Committee shall instruct the Secretary to issue such Restricted Stock and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate. On and after the date on which the Company first has an equity security registered under Section 12 of the Securities Exchange Act of 1934, as amended, Restricted Stock may not be issued by the Committee to Employees who are then Directors of the Company unless such issuance has been recommended by the Special Committee. Such recommendation shall be in writing and shall specify the Directors to whom such issuance is recommended, the recommended number of shares of Restricted Stock to be issued and the purchase price and other terms and conditions applicable to such Restricted Stock, consistent with the Plan. ARTICLE VIII TERMS OF RESTRICTED STOCK Section 8.1 - Restricted Stock Agreement Restricted Stock shall be issued only pursuant to a written Restricted Stock Agreement, which shall be executed by the Restricted Stockholder and an authorized Officer of the Company and which shall contain such terms and conditions as the Committee shall determine, consistent with the Plan. Section 8.2 - Consideration to the Company The price for the issuance of the Restricted Stock, if any, shall be set by the Committee. As consideration, in addition to payment of the purchase price (if any), for the issuance of the Restricted Stock, the Restricted Stockholder shall agree, in the 21 written Restricted Stock Agreement, to remain in the employ of the Company, a Parent Corporation or a Subsidiary for a period at least one year after the Restricted Stock is issued. Section 8.3 - Rights as Shareholders Upon delivery of the shares of Restricted Stock to the escrow holder pursuant to Section 8.8, the Restricted Stockholder shall have all the rights of a stockholder with respect to said shares, subject to the restrictions in his Restricted Stock Agreement, including the right to vote the shares and to receive all dividends or other distributions paid or made with respect to the shares. Section 8.4 - Restrictions All shares of Restricted Stock issued under this Plan (including any shares received by holders thereof as a result of stock dividends, stock splits or any other forms of recapitalization) shall be subject to such restrictions as the Committee shall provide in the terms of each individual Restricted Stock Agreement; provided, however, that by a resolution adopted after the Restricted Stock is issued, the Committee may, on such terms and conditions as it may determine to be appropriate and subject to Section 10.3, remove any or all of the restrictions imposed by the terms of the Restricted Stock Agreement. All restrictions imposed pursuant to this Section 8.4 shall expire within ten years of the date of issuance. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire. Section 8.5 - Forfeiture of Restricted Stock The Committee shall provide in the terms of each individual Restricted Stock Agreement that the Restricted Stock then subject to restrictions under the Restricted Stock Agreement be forfeited by the Restricted Stockholder back to the Company immediately upon a Termination of Employment for any reason; provided, however, that provision may be made that no such forfeiture shall occur in the event of a Termination of Employment because of the Employee's normal retirement, death, total disability or early retirement with the consent of the Board. Section 8.6 - Merger, Consolidation, Acquisition, Liquidation or Dissolution Upon the merger or consolidation of the Company with or into another corporation, the acquisition by another corporation or person of all or substantially all of the Company's assets or 80% or more of the Company's then outstanding voting stock or the liquidation of the Company, the Committee may determine, at its sole discretion, that the restrictions imposed under the Restricted Stock Agreement upon Come or all shares of Restricted Stock shall immediately expire and/or that some or all of such shares shall cease to be subject to forfeiture under Section 8.5. 22 Section 8.7 - No Right to Continued Employment Nothing in this Plan or in any Restricted Stock Agreement hereunder shall confer upon any Restricted Stockholder any right to continue in the employ of the Company, any Parent Corporation or any Subsidiary or shall interfere with or restrict in any way the rights of the Company, its Parent Corporations and its Subsidiaries, which are hereby expressly reserved, to terminate or discharge any Restricted Stockholder at any time for any reason whatsoever, with or without cause. Section 8.8 - Escrow The Secretary or such other escrow holder as the Committee may appoint shall retain physical custody of the certificates representing Restricted Stock until all of the restrictions imposed under the Restricted Stock Agreement expire or shall have been removed; provided, however, that in no event shall any Restricted Stockholder retain physical custody of any certificates representing Restricted Stock issued to him. Section 8.9 - Legend In order to enforce the restrictions imposed upon shares of Restricted Stock hereunder, the Committee shall cause a legend or legends to be placed on certificates representing all shares of Restricted Stock that are still subject to restrictions under Restricted Stock Agreements, which legend or legends shall make appropriate reference to the conditions imposed thereby. ARTICLE IX ADMINISTRATION Section 9.1 - Stock Option and Restricted Stock Committee The Stock Option and Restricted Stock Committee shall consist of at least three Directors, appointed by the Board and holding office during the pleasure of the Board. All Committee members shall be Directors. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee shall be filled by the Board. Section 9.2 - Duties and Powers of Committee It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, the Options and the Restricted Stock and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. Any such interpretations and rules in regard to Incentive Stock Options shall be consistent with the basic purpose of the Plan to grant "incentive stock options" within the meaning of 23 Section 422 of the Code. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan. Section 9.3 - Majority Rule The Committee and Special Committee shall act by a majority of its members in office. The Committee and Special Committee may act either by vote at a meeting or by a memorandum or other written instrument signed by a majority of the Committee or Special Committee, as the case may be. Section 9.4 - Special Committee (a) The Special Committee shall consist of at least two directors, appointed by the Board and holding office during the pleasure of the Board. No Options or Stock Appreciation Rights may be granted and no Restricted Stock may be issued to any member of the Special Committee during the term of his membership on the Special Committee. The Special Committee shall conduct the administration of the Stock Appreciation Rights, and may adopt such rules for the administration, interpretation and application of such Stock Appreciation Rights as are consistent with the Plan, and may interpret, amend or revoke any such rules. No person shall be eligible to serve on the Special Committee unless he is then a "disinterested person" within the meaning of paragraph (d)(3) of Rule 16b-3 hich has been adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, if and as such Rule is then in effect. (b) Members of the Special Committee may also serve as members of the Stock Option and Restricted Stock Committee. (c) Appointment of Special Committee members shall be effective upon acceptance of appointment. Special Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Special Committee shall be filled by the Board. Section 9.5 - Compensation; Professional Assistance; Good Faith Actions Members of the Committee or the Special Committee shall receive such compensation for their services as members as may be determined by the Board. All expenses and liabilities incurred by members of the Committee or the Special Committee in connection with the administration of the Plan shall be borne by the Company. The Committee and the Special Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Special Committee, the Company and its Officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee or the Special Committee in good faith shall be final and binding upon all Optionees, Restricted Stockholders, holders of Stock 24 Appreciation Rights, the Company and all other interested persons. No member of the Committee or the Special Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, the Options, the Stock Appreciation Rights or the Restricted Stock, and all members of the Committee and the Special Committee shall be fully protected by the Company in respect to any such action, determination or interpretation. ARTICLE X OTHER PROVISIONS Section 10.1 - Options, Stock Appreciation Rights and Restricted Stock Not Transferable No Option or Stock Appreciation Right or Restricted Stock or interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee, Restricted Stockholder, holder of Stock Appreciation Rights or successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Section 10.1 shall prevent transfers by will or by the applicable laws of descent and distribution. Section 10.2 - Holding Period Except as the Committee or Special Committee may otherwise determine, shares of Class A common stock acquired upon exercise of an Option or Stock Appreciation Right or upon the award of Restricted Stock may not be sold by persons subject to Section 16 of the Exchange Act until six months after the date the Option or Stock Appreciation RIght was granted or the Restricted Stock was awarded. Section 10.3 - Amendment, Suspension or Termination of the Plan The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee without obtaining approval from the Company's shareholders except as such shareholder approval may be required pursuant to Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934. Neither the amendment, suspension nor termination of the Plan shall, without the consent of the holder of the Option or Stock Appreciation Right or the Restricted Stockholder, alter or impair any rights or obligations under any Option or Stock Appreciation Right theretofore granted or Restricted Stock theretofore issued. No Option or Stock Appreciation Right may be granted and no Restricted Stock may be issued during any period of suspension nor after termination of the Plan, and in no event may any Option or Stock Appreciation 25 Right be granted or any Restricted Stock issued under this Plan after the first to occur of the following events: (a) The expiration of ten years from the date the Plan is adopted by the Board; or (b) The expiration of ten years from the date the Plan is approved by the Company's stockholders under Section 10.3. Section 10.4 - Approval of Plan by Stockholders This Amended and Restated Plan will be submitted for the approval of the Company's stockholders within 12 months after the date of the Board's initial adoption of this Amended and Restated Plan. Options or Stock Appreciation Rights granted and Restricted Stock issued following the amendment and restatement of the Plan but prior to such stockholder approval shall not be exercisable and such Restricted Stock shall not vest prior to the time when the Plan is approved by the stockholders; provided, that if such approval has not been obtained at the end of said 12-month period, all Options or Stock Appreciation Rights granted and all Restricted Stock issued during such time period under the Plan shall thereupon be cancelled and become null and void. Section 10.5 - Effect of Plan Upon Other Option and Compensation Plans The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company, any Parent Corporation or any Subsidiary. Nothing in this Plan shall be construed to limit the right of the Company, any Parent Corporation or any Subsidiary (a) to establish any other forms of incentives or compensation for employees of the Company, any Parent Corporation or any Subsidiary or (b) to grant or assume options or stock appreciation rights or to issue restricted or unrestricted stock otherwise than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options or stock appreciation rights or the issuance of restricted or unrestricted stock in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. Section 10.6 - Titles Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. * * * * 26 I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of McCaw Cellular Communications, Inc. on _________________ , 1991. Executed on this ________ day of ________________________ , 1991. ______________________________ ____________________ Secretary Corporate Seal * * * * I hereby certify that the foregoing Plan was duly approved by the stockholders of McCaw Cellular Communications, Inc. on _____________________ , 1991. Executed on this ________ day of _________________________ , 1991. ______________________________ ____________________ Secretary Corporate Seal 27 McCAW CELLULAR COMMUNICATIONS, INC. Consent in Lieu of Meeting of Compensation Committee The undersigned, being all of the members of the Compensation Committee of the Board of Directors of McCaw Cellular Communications, Inc., a Delaware corporation (the "Company"), by this instrument in lieu of a meeting of the Compensation Committee, hereby consent to the adoption of the following resolutions, which resolutions will be deemed adopted when all of the committee members have signed this consent, and waive any notices required by law with respect thereto: EXCHANGE AND ASSUMPTION OF STOCK OPTIONS WHEREAS, upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger dated August 16, 1993 (the "Merger Agreement") among AT&T Corp. (formerly American Telephone and Telegraph Company, "AT&T"), Ridge Merger Corporation and the Company, the outstanding shares of the Company's Class A Common Stock and Class B Common Stock (collectively, the "Shares") shall be exchanged for shares of common stock of AT&T; and WHEREAS, Section 4.1(e) of the Merger Agreement provides for the assumption by AT&T of each outstanding option to purchase Shares issued pursuant to the Company's stock option plans, whether or not vested or exercisable; and WHEREAS, pursuant to the provisions of Section 10.3 of the Second Amended and Restated McCaw Cellular Communications, Inc. Equity Purchase Program, Section 8.3 of the Amended and Restated McCaw Cellular Communications, Inc. 1987 Stock Option Plan, and Section 8.3 of the Amended and Restated McCaw Cellular Communications, Inc. 1983 Non-Qualified Stock Option Plan (such plans being collectively, the "Option Plans"), this Committee is authorized to amend the Option Plans; and WHEREAS, unless otherwise defined herein, defined terms used herein shall have the meanings given to them in the Merger Agreement; be it RESOLVED, that at the Effective Time and as provided in the Merger Agreement all references in the Option Plans to the Shares shall be replaced with references to shares of the common stock of AT&T and all references in the Option Plans to Options to acquire Shares shall be replaced with references to options to acquire shares of the common stock of AT&T. 28 RESOLVED FURTHER, that after the Effective Time, the administrators to the Option Plans shall make no further grants of options under the Option Plans. RESOLVED FURTHER, that if the transactions contemplated by the Merger Agreement are not consummated in accordance with their terms or if the Merger Agreement is otherwise terminated, these resolutions shall be considered rescinded and of no further effect without any subsequent action by this Committee. EMPLOYEE STOCK PURCHASE PLAN WHEREAS, pursuant to the provisions of Section 3(c) of the Amended and Restated McCaw Cellular Communications, Inc. Employee Stock Purchase Plan (the "Purchase Plan"), this Committee is authorized to designate payroll deduction periods; be it RESOLVED, pursuant to Section 3(c) of the Purchase Plan and commencing July 1, 1995, payroll deduction authorizations may be made within thirty (30) days after an employee first meets the definition of eligible employee under Section 1(h) of the Purchase Plan. Date signed: September 8, 1994 Harold W. Andersen _________________ __________________ Harold W. Andersen Date signed: September 8, 1994 Stuart M. Sloan _________________ _______________ Stuart M. Sloan EX-5 3 1 Exhibit 5-A September 19, 1994 AT&T Corp. 32 Avenue of the Americas New York, NY 10022 Dear Sirs: I am familiar with the Post-Effective Amendment No. 3 on Form S-8 (the "Amendment" to the Registration Statement on Form S-4 (No. 33-52119) of AT&T Corp. (the "Company") which Amendment the Company proposes to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, registering up to 8,103,440 common shares (par value $1 per share) of the Company ("the Shares") which may be offered and sold by the Company upon the exercise of stock options granted under the Amended and Restated McCaw Cellular Communications, Inc. Equity Purchase Program (the "Plan"). The Shares are being offered as a result of a merger of Ridge Merger Corporation, a Delaware corporation and wholly- owned subsidiary of the Company ("Merger Sub"), into McCaw Cellular Communications, Inc. a Delaware Corporation ("McCaw") (the "Merger"), in accordance with the terms of the Agreement and Plan of Merger dated August 16, 1993, between the Company, Merger Sub and McCaw (the "Merger Agreement"). Pursuant to the Merger, each outstanding option issued pursuant to the Plan will no longer be exercisable for shares of McCaw common stock, but instead, will constitute an option to acquire, on the same terms and conditions as were applicable under such option, Shares in lieu of shares of McCaw Common Stock. The Shares issued under the Plan may be authorized and unissued shares or treasury shares. I am of the opinion that: 1. the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; 2 2. the offer and sale of the Shares upon the exercise of stock options granted under the Plan have been duly authorized by the Company; 3. when offered and sold in accordance with the Merger Agreement and the resolutions of the Board of Directors of the Company relating to the offer and sale of Shares thereunder, Shares which are newly issued will be duly authorized, and, upon the exercise of options granted under the Plan, will be legally issued, fully paid and non-assessable; In giving the foregoing opinion I have relied on the attached opinion of H. John Hokenson, General Attorney, AT&T Corp. I hereby consent to the filing of this opinion with the SEC in connection with the Amendment referred to above. Very truly yours, Marilyn J. Wasser Vice President - Law and Secretary EX-5 4 1 Exhibit 5-B September 19, 1994 Marilyn J. Wasser Vice President - Law and Secretary AT&T Corp. 32 Avenue of the Americas New York, NY 10013 AT&T Corp. 32 Avenue of the Americas New York, NY 10013 Dear Sirs: I am familiar with the Post-Effective Amendment No. 3 on Form S-8 (the "Amendment" to the Registration Statement on Form S-4 (No. 33-52119) of AT&T Corp. (the "Company") which Amendment the Company proposes to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, registering up to 8,103,440 common shares (par value $1 per share) of the Company ("the Shares") which may be offered and sold by the Company upon the exercise of stock options granted under the Amended and Restated McCaw Cellular Communications, Inc. Equity Purchase Program (the "Plan"). The Shares are being offered as a result of a merger of Ridge Merger Corporation, a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"), into McCaw Cellular Communications, Inc. a Delaware Corporation ("McCaw") (the "Merger"), in accordance with the terms of the Agreement and Plan of Merger dated August 16, 1993, between the Company, Merger Sub and McCaw (the "Merger Agreement"). Pursuant to the Merger, each outstanding option issued pursuant to the Plan will no longer be exercisable for shares of McCaw common stock, but instead, will constitute an option to acquire, on the same terms and conditions as were applicable under such option, Shares in lieu of shares of McCaw Common Stock. The Shares issued under the Plan may be authorized and unissued shares of treasury shares. 2 I am of the opinion that: 1. the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; 2. the offer and sale of the Shares upon the exercise of stock options granted under the Plan have been duly authorized by the Company; 3. when offered and sold in accordance with the Merger Agreement and the resolutions of the Board of Directors of the Company relating to the offer and sale of Shares thereunder, Shares which are newly issued will be duly authorized, and, upon the exercise of options granted under the Plan, will be legally issued, fully paid and non-assessable; I authorize the reliance of Marilyn J. Wasser on this opinion in rendering her opinion to AT&T Corp. in connection with the filing of the above referred to Amendment with the SEC. I hereby consent to the filing of this opinion with the SEC in connection with the Amendment referred to above. Very truly yours, H. John Hokenson General Attorney EX-23 5 1 Exhibit 23-A CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Post-Effective Amendment No. 3 on Form S-8 to Form S-4 of AT&T Corp. ("the Company") of our reports, which include explanatory paragraphs regarding the change in 1993 in methods of accounting for postretirement benefits, postemployment benefits and income taxes, dated January 27, 1994, on our audits of the consolidated financial statements and consolidated financial statement schedules of the Company and its subsidiaries, which are included or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. COOPERS & LYBRAND L.L.P. New York, New York September 19, 1994 EX-23 6 1 Exhibit 23-B Consent of Marilyn J. Wasser is contained in the opinion of counsel filed as Exhibit 5-A. EX-23 7 1 Exhibit 23-C CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in the Post-Effective Amendments Nos. 1, 2, 3, 4 and 5 on Form S-8 to Form S-4 (No. 33-52119) of AT&T Corp. (AT&T) of our report dated March 30, 1994, with respect to McCaw Cellular Communications Inc.'s financial statements for the year ended December 31, 1993, included in AT&T's Current Report on Form 8-K dated August 16, 1993, as amended (filed April 19, 1994). ARTHUR ANDERSEN LLP Seattle, Washington September 16, 1994 EX-23 8 1 Exhibit 23-D Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in this Post- Effective Amendment No. 3 (Form S-8 No. 33-52119-03) to Form S-4 of AT&T Corp. of our report dated February 4, 1994, on the consolidated financial statements of LIN Broadcasting Corporation and subsidiaries included in Amendment No. 3 to the Current Report (Form 8-K) of AT&T Corp. dated August 16, 1993 filed with the Securities and Exchange Commission on April 19, 1994. Ernst & Young LLP Seattle, Washington September 15, 1994 EX-23 9 1 Exhibit 23-E Consent of H. John Hokenson is contained in the opinion of counsel filed as Exhibit 5-B. EX-24 10 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the "Company"), proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, post-effective amendments on Form S-8 to the registration statement on Form S-4 previously filed with respect to common shares to be issued in connection with the merger of a wholly-owned subsidiary of the Company with McCaw Cellular Communications, Inc.; and WHEREAS, the undersigned is an officer of the Company, as indicated below her signature: NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W. MILLER and S. L. PRENDERGAST, and each of them, as attorneys for her and in her name, place and stead, and in her capacity as an officer of the Company, to execute and file such post-effective amendments on Form S-8 to such registration statement on Form S-4 with respect to the above described common shares, and thereafter to execute and file any amended registration statement or statements with respect thereto, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 1st day of September, 1994. M. B. Tart Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----