-----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, Sgwv+QwsqXl+3+w4rQy3DklOMvBlucOD6MaLqmu/GPxnudTqspvqsMP2SRmsraEv CJYaLJNSLtFKW0nIe4CsDA== 0000008137-95-000006.txt : 19950517 0000008137-95-000006.hdr.sgml : 19950516 ACCESSION NUMBER: 0000008137-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATKINSON GUY F CO OF CALIFORNIA CENTRAL INDEX KEY: 0000008137 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 941649018 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03062 FILM NUMBER: 95537100 BUSINESS ADDRESS: STREET 1: 1001 BAYHILL DR STREET 2: P O BOX 593 CITY: SAN BRUNO STATE: CA ZIP: 94066 BUSINESS PHONE: 4158761000 MAIL ADDRESS: STREET 1: P O BO 593 STREET 2: S SAN FRANCISCO 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1995 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________ to ________ Commission file number 0-3062 GUY F. ATKINSON COMPANY OF CALIFORNIA (Exact name of registrant as specified in its charter) STATE OF DELAWARE (State or other jurisdiction of 94-1649018 incorporation or organization) (IRS Employer Identification No.) 1001 Bayhill Drive, San Bruno, California 94066 (Address of principal executive offices) (zip code) Registrants' telephone number, including area code - (415) 876-1000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Common stock as of May 11, 1995 Issued and outstanding - 8,917,224 shares GUY F. ATKINSON COMPANY OF CALIFORNIA AND SUBSIDIARY COMPANIES PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets March 31, December 31, (thousands of dollars) 1995 1994 (unaudited) ASSETS Current Assets: Cash and short-term investments $ 72,288 $ 78,441 Accounts receivable 44,239 33,150 Costs and estimated earnings in excess of billings 5,615 4,338 Inventories and unamortized costs on contracts in progress 24,021 20,062 Investments in joint ventures 36,659 40,503 Deferred income taxes 12 23 Other current assets 3,015 3,163 Total current assets 185,849 179,680 Property, plant and equipment, at cost 49,778 51,896 Less accumulated depreciation 32,668 34,345 17,110 17,551 Deferred income taxes 89 88 Other assets 2,526 2,395 $ 205,574 $199,714 LIABILITIES Current Liabilities: Notes payable, including current portion of long-term obligations $ 633 $ 662 Accounts payable 54,934 43,998 Billings in excess of costs and estimated earnings 33,437 16,920 Accrued expenses 22,899 24,240 Accrued federal & foreign income taxes 5,396 6,953 Due to joint ventures 289 103 Total current liabilities 117,588 92,876 Long-term obligations, less current portion 2,087 2,199 Postretirement benefit obligations and postretirement health care obligations 7,651 7,651 Total liabilities 127,326 102,726 STOCKHOLDERS' EQUITY Capital stock 1,894 1,894 Paid-in capital 12,754 13,185 Accumulated translation adjustment (5,168) (5,249) Unearned compensation (305) (736) Retained earnings 69,073 87,894 78,248 96,988 $ 205,574 $199,714 See accompanying notes GUY F. ATKINSON COMPANY OF CALIFORNIA AND SUBSIDIARY COMPANIES
Consolidated Statements of Operations (unaudited) (thousands of dollars except Quarter Ended per share amounts) March 31, 1995 and 1994 1995 1994 Revenue $ 89,738 $127,171 Cost of revenue 82,800 121,322 Gross margin 6,938 5,849 General and administrative expense 8,805 8,509 (Loss) from operations (1,867) (2,660) Other income (expense), net: Interest expense (201) (867) Miscellaneous, net 1,130 941 Total other income (expense), net 929 74 (Loss) from continuing operations before taxes and the cumulative effect of changes in accounting (938) (2,586) Provision (benefit) for income taxes (based on estimated annual effective tax rates) 49 (457) (Loss) from continuing operations before the cumulative effect of changes in accounting (987) (2,129) Discontinued operations, net of income taxes - 1,371 (Loss) before the cumulative effect of changes in accounting (987) (758) Cumulative effect of changes in accounting: Postemployment benefit costs - (739) Net (loss) $ (987) $ (1,497)
See accompanying notes GUY F. ATKINSON COMPANY OF CALIFORNIA AND SUBSIDIARY COMPANIES
Consolidated Statements of Operations (unaudited), continued (thousands of dollars except Quarter Ended per share amounts) March 31, 1995 and 1994 1995 1994 (Loss) per share of common stock from continuing operations before the cumulative effect of changes in accounting $ (0.11) $ (0.24) Income per share of common stock from discontinued operations - 0.15 (Loss) per share of common stock before the cumulative effect of changes in accounting $ (0.11) $ (.09) Cumulative effect of changes in accounting per share - (.08) Net (loss) per share $ (0.11) $ (.17) Average number of shares and common stock equivalents utilized in net income per share calculations 8,917 8,780
See accompanying notes GUY F. ATKINSON COMPANY OF CALIFORNIA AND SUBSIDIARY COMPANIES
Consolidated Statements of Cash Flows (unaudited) Quarter Ended (thousands of dollars) March 31, 1995 and 1994 1995 1994 Operating activities: Net income $ (987) $ (1,497) Adjustments to reconcile net income to net cash provided by (used for) operating activities: Income from discontinued operations - (1,371) Depreciation, depletion and amortization 491 543 Deferred income taxes 11 13 Net (gain) on dispositions of property, plant and equipment (765) (505) Cumulative effect of changes in accounting - 739 Changes in operating assets and liabilities: Accounts receivable (11,092) 12,082 Inventories and unamortized costs (3,962) 1,034 Investments in joint ventures 4,029 (1,226) Other current assets 147 (1,610) Accounts payable and accrued expenses 9,605 5,294 Accrued income taxes (1,552) 485 Billings in excess of costs and estimated earnings, net 15,240 (5,962) Other, net 6 (297) Net cash provided by operating activities from continuing operations 11,171 7,722 Net cash (used in) operating activities from discontinued operations - (9,076) Net cash provided by (used in) operating activities 11,171 (1,354) Investing activities: Property, plant and equipment expenditures (767) (273) Proceeds from dispositions of property, plant and equipment 725 369 Decrease (increase) in other assets, net 634 (547) Net investing activities of discontinued operations - (795) Net cash provided by (used in) investing activities 592 (1,246) Financing activities: Cash dividends paid (17,835) - Short-term borrowing repayments, net - 3,193 Long-term debt repayments (141) (155) Net cash provided by (used in) financing activities (17,976) 3,038 Effect of exchange rate changes on cash 60 (778) Net (decrease) in cash and short-term investments $ (6,153) $ (340) Supplementary information: Cash paid during the period for: Interest $ 273 $ 1,244 Federal, foreign and state income taxes 2,547 970
GUY F. ATKINSON COMPANY OF CALIFORNIA AND CONSOLIDATED SUBSIDIARIES Notes to Condensed Financial Statements (all dollar amounts are in thousands) 1. The information furnished reflects all adjustments which are, in the opinion of management, necessary to a fair statement of results for the interim periods. 2. During 1994, the company sold its principal manufacturing subsidiary, Lake Center Industries, Inc., its pipe distribution business, Comco Pipe & Supply Company, and its oil and gas investments. The results of operations of these divested businesses are shown separately in the income statement for 1994 as "Discontinued operations, net of income taxes". The summarized results of discontinued operations were as follows: Quarter Ended March 31, 1995 and 1994 1995 1994 Revenue $ - $ 42,707 Income from discontinued operations before taxes - 2,154 Provision for income taxes - 783 Income from discontinued operations $ - $ 1,371 Income per share of common stock from discontinued operations $ - $ 0.15 GUY F. ATKINSON COMPANY OF CALIFORNIA AND CONSOLIDATED SUBSIDIARIES Notes to Condensed Financial Statements (all dollar amounts are in thousands) 3. The major classifications of inventory are as follows: March 31, December 31, 1995 1994 Construction materials, parts and supplies $ 3,109 $ 3,724 Unamortized costs on contracts in progress 20,912 16,338 $ 24,021 $20,062 4. In 1994, the company recorded an accounting charge of $739 for postemployment benefits upon the adoption of Statement of Financial Accounting Standards No. 112. 5. On March 31, 1995, the company paid a special cash dividend of $2.00 per share to shareholders of record on March 15, 1995. 6. The company has 40,000 shares of restricted stock outstanding pursuant to the provisions of the Guy F. Atkinson Company of California Executive Stock Plan. Restrictions on the shares are progressively removed based on achievement of earnings per share performance goals. GUY F. ATKINSON COMPANY OF CALIFORNIA AND CONSOLIDATED SUBSIDIARIES Notes to Condensed Financial Statements (all dollar amounts are in thousands) 6. (continued) In the event that performance goals are not achieved, the restricted shares are progressively subject to forfeiture. The market value of the outstanding restricted shares has been recorded as unearned stock grant compensation, a separate component of stockholders' equity. The unearned compensation will be charged to general and administrative expense as the performance goals are met. At March 31, 1995 no such amounts have been charged. The company has options outstanding with respect to 741,604 shares of common stock at exercise prices ranging from $6.55 to $11.95 per share. The right to exercise these options vests progressively over a four year period commencing with the date of issue and expiring ten years from the date of issue. In addition, there are stock warrants outstanding for 387,500 shares of common stock with an exercise price of $7.00 expiring in 1998. GUY F. ATKINSON COMPANY OF CALIFORNIA AND CONSOLIDATED SUBSIDIARIES Notes to Condensed Financial Statements (all dollar amounts are in thousands) 7. Net primary earnings per share of common and common stock equivalents are calculated using the weighted average number of common shares outstanding, excluding restricted shares for which performance goals have not been met, plus the net additional number of shares which would be issuable upon the exercise of stock options and warrants, assuming that the company used the proceeds received to repurchase outstanding shares at market prices. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (all dollar amounts are in thousands unless otherwise stated) Revenue: The company's revenue of $90 million decreased by 30% in the first quarter of 1995 compared with $127 million in the first quarter of 1994. The reduction in revenue was attributable to the completion of certain industrial construction projects in 1994, while new contract awards in the fourth quarter of 1994 and first quarter of 1995 (which together amount to $270 million), are not yet making a significant contribution to revenue. The backlog of uncompleted contracts amounted to $424,883 at March 31, 1995, compared to $656,827 at March 31, 1994. March 31, 1994 backlog included $293,000 relating to an awarded but long-delayed industrial construction contract which was subsequently removed from backlog at December 31, 1994. Excluding the aforementioned contract, backlog at March 31, 1995 was 17% higher than in the comparable period of 1994. Gross margin: The company's gross margin of $6,938 increased by 19% in the first quarter of 1995 over 1994's $5,849. The percentage of gross margin to revenue in all of the company's business units improved to a consolidated 7.7% versus 4.4% for 1994, which more than compensated for the reduced level of revenue compared with the comparable period in 1994. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued General and administrative expense: General and administrative expense of $8,805 increased by 3% in 1995 compared to $8,509 in 1994. Reductions in corporate overhead expense implemented in the fourth quarter of 1994 were offset by increased marketing efforts for Asia and the Middle East as well as the ongoing costs of implementation of the company's new accounting and information system. Other income (expense): Interest expense decreased to $201 in the first quarter of 1995, from $867 in the first quarter of 1994 primarily due to the company retiring all of its short-term debt in the fourth quarter of 1994. Miscellaneous income amounted to $1,130 in the first quarter of 1995, compared with $941 in the corresponding 1994 period. Miscellaneous income was principally from interest on short-term investments in 1995, and in 1994 from foreign exchange gains and gains from asset dispositions. Income taxes and net income: The loss from continuing operations before taxes and the cumulative effect of changes in accounting was reduced to $938 in 1995, from $2,586 in 1994. Income taxes gave rise to an expense of $49 in 1995 compared to a benefit of $457 in 1994. The 1995 income tax expense was attributable to state and foreign income taxes and U.S. tax Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued losses for which no net tax benefit was available. The 1994 income tax benefit was attributable to the allocation of taxes to discontinued operations. In 1994 discontinued operations, net of income taxes, provided income of $1,371, and the company's adoption of Statement of Financial Accounting Standards No. 112 resulted in an accounting charge of $739. Net loss for the first quarter of 1995 was reduced to $987 from $1,497 in the corresponding period of 1994. Liquidity and Capital Resources The company generated cash from operating activities in the first quarter of 1995 totalling $11,171, versus $7,722 from continuing operating activities in the comparable period in 1994. In 1994, $9,076 of cash was used to fund the operating activities of discontinued operations, while in 1995, there was a special dividend payment to common stockholders of $2.00 per share, amounting to $17,835. Including the effect of the dividend payment, net cash flow was a negative $6,153 in 1995 compared with a negative $340 in 1994. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued As of March 31, 1995, the company's short-term lines of credit amounted to approximately $33,574. The availability of these lines of credit is reduced by any letters of credit outstanding under the lines. At March 31, 1995, the company had no outstanding borrowings and $8,753 in outstanding letters of credit. The company believes that its cash and short-term investments, together with lines of credit and funds generated from operations will be adequate to cover foreseeable future requirements. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders of the company (the "Annual Meeting") was held on April 19, 1995. In addition to the election of directors, shareholders were asked to vote on a proposal to approve the Amendment and Restatement of the 1990 Executive Stock Plan. The first table below sets forth the total number of votes for and withheld as to each of the eight candidates for director, all of whom were elected at the Annual Meeting. The second table below sets forth the total number of votes for and against and the abstentions and broker non-votes as to the approval of the Amendment and Restatement of the 1990 Executive Stock Plan. An affirmative vote of a majority of the shares represented and entitled to vote was required for passage. Abstentions, or shares represented by proxies marked "abstain," had the same effect as a vote against the proposal. The failure of a broker or other nominee to vote shares for a beneficial owner had no effect on the proposal. The proposal received an affirmative vote of approximately 52% of the shares represented and entitled to vote. Item 4. Submission of Matters to a Vote of Security Holders, continued Table 1 Broker Nominee For Withheld Against Abstain Non-Votes Jack J. Agresti 7,652,757 554,865 N/A N/A N/A Duane E. Atkinson 7,858,460 349,162 N/A N/A N/A Ray N. Atkinson 7,873,538 334,084 N/A N/A N/A William E. Burch 7,783,585 424,037 N/A N/A N/A J. Phillip Frazier 7,879,199 328,423 N/A N/A N/A Donald R. Kayser 7,774,069 433,553 N/A N/A N/A Ross J. Turner 7,782,317 425,305 N/A N/A N/A John F. Whitsett 7,936,036 271,586 N/A N/A N/A Table 2 Broker For Against Abstain Non-Votes Approval of Amendment and Restatement of the 1990 Executive Stock Plan 3,925,423 2,410,530 1,193,316 876,353 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description 10.1 1990 Executive Stock Plan as Amended and Restated 27.1 Financial Data Schedule (b) No reports on Form 8-K were filed during the period. GUY F. ATKINSON COMPANY OF CALIFORNIA AND CONSOLIDATED SUBSIDIARIES SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GUY F. ATKINSON COMPANY OF CALIFORNIA s/ Herbert D. Montgomery Senior Vice President, Chief Financial Officer and Treasurer May 11, 1995 EX-27 2
5 1000 3-MOS DEC-31-1995 MAR-31-1995 2784 69504 44239 0 24021 185849 49778 32668 205574 117588 2087 1894 0 0 76354 205574 0 89738 0 82800 8805 0 201 (938) 49 (987) 0 0 0 (987) (0.11) 0
EX-10 3 EXHIBIT 10.1 1990 EXECUTIVE STOCK PLAN AS AMENDED AND RESTATED Effective: February 16, 1995 1990 EXECUTIVE STOCK PLAN AS AMENDED AND RESTATED 1. Establishment and Purpose. (a) Guy F. Atkinson Company of California (the "Company") previously adopted the Guy F. Atkinson Company of California 1990 Executive Stock Plan (the "Plan"). The Company hereby amends, restates and renames the Plan to read as set forth herein, effective as of February 16, 1995 (the "Effective Date"), but contingent upon approval by the shareholders of the Company within 12 months after the Effective Date. The Plan provides a means whereby: (1) key employees of the Company and its Subsidiaries may be given an opportunity to purchase shares of the common stock of the Company (the "Stock") pursuant to options which may qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (referred to as "incentive stock options"); (2) key employees of the Company and its Subsidiaries may be given an opportunity to purchase shares of Stock pursuant to options which do not qualify as incentive stock options (referred to as "nonqualified stock options"); (3) key employees of the Company and its Subsidiaries may acquire Stock for such consideration (if any) and subject to such restrictions (if any) as the Committee determines appropriate; and (4) key employees of the Company and its Subsidiaries may be granted rights or units the value of which is based on the value of the Stock. (b) The purpose of the Plan is to promote the long-term success of the Company by encouraging key employees to focus on long-range objectives, by attracting and retaining key employees and by aligning the financial interests of key employees with the interests of shareholders. 2. Definitions. (a) "Awards" refers collectively to Stock grants, Stock sales, options to purchase Stock, stock appreciation rights, and units issued pursuant to this Plan. (b) "Participant" refers to a recipient of an Award. (c) "Subsidiaries" refers to subsidiary corporations, as defined in Section 424(f) of the Code (but substituting "the Company" for "employer corporation"), including entities which become Subsidiaries after adoption of the Plan. 3. Administration of the Plan. (a) The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"). (b) The Committee shall consist of not less than two members, who shall be members of the Board and who, during the one-year period preceding service on the Committee, did not receive Awards under the Plan and did not receive equity securities under any other plan of the Company or any of its affiliates. Committee members shall not be eligible for Awards while serving on the Committee. (c) The Committee shall meet at such times and places and upon such notice as the chairperson determines. A majority of the Committee, but not less than two persons, shall constitute a quorum. Any acts of the Committee may be taken at any meeting at which a quorum is present and shall be by majority vote of those members entitled to vote. Additionally, any acts reduced to writing or approved in writing by all the members of the Committee shall be valid acts of the Committee. (d) The Committee shall determine which key employees of the Company or its Subsidiaries shall be granted Awards under the Plan, the timing of such Awards, the terms thereof, and the number of shares of Stock subject to each Award. (e) The Committee shall have the sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, to construe and interpret the Plan, the rules and regulations, and the instruments evidencing Awards granted under the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations, and interpretations of the Committee shall be binding on all Participants. (f) The Plan is intended to meet the requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16(b) of the Securities Exchange Act of 1934 and the requirements of Section 162(m)(4)(C) of the Code and shall be administered and construed accordingly. 4. Stock Subject to the Plan; Limitations on Award. (a) Awards may be granted under the Plan to eligible persons for an aggregate of not more than one million three hundred thousand (1,300,000) shares of Stock. If an option is surrendered for cash or other consideration or for any other reason ceases to be exercisable in whole or in part, the shares which were subject to such option but as to which the option had not been exercised shall continue to be available under the Plan. If Stock is granted or sold subject to restrictions and is subsequently forfeited, the forfeited shares shall again be available for Awards under this Plan. If stock appreciation rights are granted and subsequently lapse or are forfeited, the shares to which the rights relate shall again be available for Awards under the Plan. (b) If there is any change in the Stock subject to the Plan or the Stock subject to any Award granted under the Plan, through merger, consolidation, reorganization, spin-off, recapitalization, reincorporation, stock split, stock dividend (in excess of two percent), extraordinary cash dividend or other change in the corporate structure of the Company, appropriate adjustments may be made by the Committee in order to preserve but not to increase the benefits to the Participants, including adjustments in the aggregate number of shares subject to the Plan, the number of shares and the price per share subject to outstanding Awards and the limitations in subparagraph (c) below. (c) The Company shall not grant, issue or sell to any employee in any calendar year: (1) options pursuant to paragraph 6 to purchase more than two hundred thousand (200,000) shares of Stock, or (2) stock appreciation rights with respect to more than two hundred thousand (200,000) shares of Stock, pursuant to paragraph 7. 5. Eligibility. Persons who shall be eligible to have Awards granted to them shall be such key employees of the Company or its Subsidiaries as the Committee, in its discretion, shall designate from time to time. Members of the Board who are not full time employees of the Company may not participate in the Plan. 6. Terms and Conditions of options. (a) The exercise price of the Stock covered by each incentive stock option shall not be less than the per share fair market value of such Stock on the date the option is granted. Notwithstanding the foregoing, in the case of an incentive stock option granted to a person possessing more than ten percent (l0%) of the combined voting power of the Company or any Subsidiary, the exercise price shall not be less than one hundred ten percent (ll0%) of the fair market value of the Stock on the date the option is granted. Nonqualified stock options may be granted with an exercise price less than fair market value. The exercise price of an outstanding stock option shall be subject to adjustment to the extent provided in paragraph 4, above. (b) Each option granted pursuant to the Plan shall be evidenced by a written stock option agreement executed by the Company and the person to whom such option is granted. (c) The Committee shall determine the term of each option granted under the Plan, but the term of each option shall be for no more than ten (l0) years; provided, however, that in the case of an incentive stock option granted to a person possessing more than ten percent (l0%) of the combined voting power of the Company or any Subsidiary, the term shall be for no more than five (5) years. (d) The stock option agreement may contain such other terms, provisions, and conditions as may be determined by the Committee (not inconsistent with this Plan) including, without limitation, stock appreciation rights with respect to options granted under this Plan. If an option, or any part thereof, is intended to qualify as an incentive stock option, the stock option agreement shall contain those terms and conditions which are necessary to so qualify it. 7. Stock Appreciation Rights. The Committee may, under such terms and conditions as it deems appropriate, authorize the surrender by an optionee of all or part of an unexercised option and authorize a payment in consideration therefor in an amount equal to the difference obtained by subtracting the option price of the shares then subject to exercise under such option from the fair market value of the Stock represented by such shares on the date of surrender, provided that the Committee determines that such settlement is consistent with the purpose of the Plan. Such payment may be made in shares of Stock valued at their fair market value on the date of surrender of such option or in cash, or partly in shares and partly in cash. Acceptance of surrender and the manner of payment shall be in the discretion of the Committee. Any payments of cash under this paragraph shall be from the general assets of the Company. 8. Stock Awards The Comrnittee may, in its discretion, issue Stock to eligible persons as compensation for services rendered to the Company or its Subsidiaries, on whatever basis and subject to such performance requirements, terms and conditions as the Committee determines. The terms and conditions of such an Award shall be evidenced by a written agreement executed by the Company and the Participant. 9. Unit Awards The Committee may, in its discretion, issue units to eligible persons as compensation for services rendered to the Company or its Subsidiaries, the value of such units to be based on the value of the Stock. Unit Awards shall be subject to whatever performance requirements, terms and conditions the Committee determines appropriate. The terms of a Unit Award shall be evidenced by a written agreement executed by the Company and the Participant. lO. Restrictions on Transfer of Stock. Stock acquired under the Plan shall be subject to such restrictions and agreements regarding performance, vesting, sale, assignment, encumbrance, or other transfer as the Committee deems appropriate at the time of making an Award. 11. Use of Proceeds. Any cash proceeds realized from the sale of Stock pursuant to the Plan or from the exercise of options granted under the Plan shall constitute general funds of the Company. 12. Amendment, Suspension or Termination of the Plan. (a) The Board may at any time amend, suspend or terminate the Plan as it deems advisable; provided, however, except as provided in paragraph 4, above, the Board shall not amend the Plan in the following respects without the consent of stockholders then sufficient to approve the Plan in the first instance: (1) to increase the maximum number of shares subject to the Plan; or (2) to change the designation or class of persons eligible to receive Awards under the Plan. (b) No Award may be granted during any suspension or after the termination of the Plan, and no amendment, suspension or termination of the Plan shall, without the Participant's consent, alter or impair any rights or obligations under any Award previously made under the Plan. (c) This Plan shall terminate l0 years from the date of adoption of the Plan, unless previously terminated by the Board pursuant to this paragraph. (d) Upon a termination of the Plan, the Committee may authorize the surrender by an optionee of all or part of an unexercised option and authorize a payment in consideration therefor in the same manner as if the Participant had surrendered an option under paragraph 7 regarding stock appreciation rights. 13. Consideration. Payment of the exercise price of an option or payment of any consideration required for a Stock Award granted under this Plan shall be made in cash; provided, however, that the Comrnittee, in its sole discretion, may establish procedures which permit a Participant to pay the exercise or purchase price in whole or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker approved by the Committee to sell shares and deliver all or a portion of the proceeds to the Company in payment for the Stock. The Committee may also establish procedures for the sale of shares of Stock to cover withholding taxes or the withholding of shares of Stock issuable upon exercise of an option to satisfy applicable withholding taxes to the extent permitted by applicable law. Date Amended, Restated and Renamed By Company: February 16, 1995 Date Approved By Shareholders: April 19, 1995 -----END PRIVACY-ENHANCED MESSAGE-----