-----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, WP6QcBOjpw01OQeGD44WF6C4VuZ2F14x5UI2uXOiXj20g2UiLhBLTW5ghs5FDCe5 k+eg7ENdlaJBiTBbJTyg/g== 0000928385-95-000176.txt : 199506290000928385-95-000176.hdr.sgml : 19950629 ACCESSION NUMBER: 0000928385-95-000176 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950628 EFFECTIVENESS DATE: 19950717 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICF KAISER INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60665 FILM NUMBER: 95550215 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 MAIL ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 28, 1995 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 ================================================================================ ICF KAISER INTERNATIONAL, INC. (Exact name of issuer as specified in its charter) Delaware 54-1437073 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9300 Lee Highway Fairfax, Virginia 22031-1207 (Address of Principal Executive Offices, including Zip Code) ICF KAISER INTERNATIONAL, INC. CONSULTANTS, AGENTS, AND PART-TIME EMPLOYEES STOCK PLAN (Full title of the plan) Paul Weeks, II, Esq. Senior Vice President, General Counsel and Secretary ICF KAISER INTERNATIONAL, INC. 9300 Lee Highway, Fairfax, Virginia 22031-1207 (703) 934-3600 (Name, address, and telephone number of agent for service)
================================================================================================================== Calculation of Registration Fee - ------------------------------------------------------------------------------------------------------------------ Proposed maximum Proposed maximum Title of Securities Amount to be offering price aggregate offering Amount of to be Registered Registered per share price Registration fee ================================================================================================================== Common Stock 1,000,000 shares* $4.375 per share** $4,375,000.00 $1,508.62 - ------------------------------------------------------------------------------------------------------------------ Preferred Stock *** N/A N/A N/A Purchase Rights ==================================================================================================================
* This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to adjustments deemed necessary or equitable by the Board of Directors of the Registrant upon stock splits, stock dividends, or other similar changes in capitalization, as provided in Section 7 of the ICF Kaiser International, Inc. Consultants, Agents, and Part-time Employees Stock Option Plan. ** Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h), based on the average of the high and low sales prices for the Common Stock on June 23, 1995, as reported on the New York Stock Exchange Composite Tape. *** Each share of Common Stock issued by the Registrant has one associated non- detachable Preferred Stock Purchase Right. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents which have been filed previously with the Securities and Exchange Commission (the "Commission") by ICF Kaiser International, Inc. (the "Company" or the "Registrant") (Commission File No. 1- 12248) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1995; (b) The "Description of Capital Stock" section in the Company's Registration Statement on Form S-1 (Reg. No. 33-51677) filed with the Commission on December 23, 1993. All documents filed with the Commission subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Paul Weeks, II, Senior Vice President, General Counsel, and Secretary of the Company, has passed on the legality of the Common Stock offered hereby for the Company. As of June 23, 1995, Mr. Weeks owned 34,626 shares of the Company's Common Stock (6,088 of which are held by the Company's Employee Stock Ownership Plan and allocated to his account and 863 of which are in his directed investment account under the Company's Retirement Plan). Mr. Weeks has been granted options under the Company's Stock Incentive Plan for 11,667 shares of Common Stock, of which options for 9,667 shares were exercisable as of or within 60 days of June 23, 1995. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS Under the Delaware General Corporation Law ("Delaware Law"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action by reason of the person's past or present service as a director, officer, employee, or agent of the corporation or of the person's past or present service, at the corporation's request, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Under the Delaware Law, a corporation may indemnify such persons against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement that are actually and reasonably incurred by that person in connection with such action. The Delaware Law provides, however, that such person must have acted in good faith and in a manner that such person reasonably believed to be in (or not opposed to) the corporation's best interests. In respect of any criminal -1- action or proceeding, an indemnifiable person must have no reasonable cause to believe such conduct to be unlawful. In addition, the Delaware Law permits no indemnification in any action by or in the right of the corporation where such person has been adjudged liable to the corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems proper in spite of liability adjudication. The sections of the Company's Amended and Restated Certificate of Incorporation and Amended and Restated By-laws relating to indemnification of directors and officers provide for mandatory indemnification of directors and officers on generally the same terms as permitted by the Delaware Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The exhibits listed below are listed according to the number assigned in the table in Item 601 of Regulation S-K. Exhibit No. Description of Exhibit - ----------- ---------------------- 5 Opinion of Paul Weeks, II, Senior Vice President, General Counsel, and Secretary of the Company, as to the legality of the securities to which this registration statement relates 23(a) Consent of Coopers & Lybrand L.L.P. 23(b) Consent of Paul Weeks, II (contained in Exhibit 5) 24 Powers of Attorney (included on the signatures pages of this Registration Statement) 99 ICF Kaiser International, Inc. Consultants, Agents, and Part-time Employees Stock Plan dated as of June 23, 1995. ITEM 9. UNDERTAKINGS (NUMBERED AS IN ITEM 512 OF REGULATION S-K) (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the -2- Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (1)(i) and - -------- ------- (1)(ii) above do not apply if 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -3- SIGNATURES 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 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, the Commonwealth of Virginia, on the date indicated below. ICF KAISER INTERNATIONAL, INC. (Registrant) Date: June 23, 1995 By /s/ James O. Edwards ---------------------- James O. Edwards, Chairman and Chief Executive Officer - -------------------------------------------------------------------------------- POWER OF ATTORNEY Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas, Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway, and each of them severally, his or her true and lawful attorneys to execute (in the name of and on behalf of and as attorneys for the undersigned) this Registration Statement on Form S-8 and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection with, the Securities and Exchange Commission. - -------------------------------------------------------------------------------- PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. (1) Principal executive officer Date: June 23, 1995 By /s/ James O. Edwards --------------------------- James O. Edwards, Chairman and Chief Executive Officer (2) Principal financial and accounting officer Date: June 23, 1995 By /s/ Richard K. Nason ------------------------- Richard K. Nason, Executive Vice President and Chief Financial Officer -4- - -------------------------------------------------------------------------------- POWER OF ATTORNEY Each of the undersigned hereby appoints James O. Edwards, Marc Tipermas, Richard K. Nason, Kenneth L. Campbell, Paul Weeks, II, and Cynthia L. Hathaway, and each of them severally, his or her true and lawful attorneys to execute (in the name of and on behalf of and as attorneys for the undersigned) this Registration Statement on Form S-8 and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection with, the Securities and Exchange Commission. - -------------------------------------------------------------------------------- (3) Board of Directors Date: June 23, 1995 By /s/ Gian Andrea Botta ------------------------- Gian Andrea Botta, Director Date: June 23, 1995 By /s/ Tony Coelho ------------------- Tony Coelho, Director Date: June 23, 1995 By /s/ James O. Edwards ------------------------- James O. Edwards, Director Date: June 23, 1995 By /s/ Frederic V. Malek ------------------------- Frederic V. Malek, Director Date: June 23, 1995 By ___________________ Rebecca P. Mark, Director Date: June 23, 1995 By /s/ Richard K. Nason ------------------------ Richard K. Nason, Director Date: June 23, 1995 By /s/ Robert W. Page, Sr. ------------------------- Robert W. Page, Sr. Director Date: June 23, 1995 By /s/ Marc Tipermas ----------------------- Marc Tipermas, Director -5- EX-5 2 EXHIBIT 5 Exhibit No. 5 ICF Kaiser International, Inc. 9300 Lee Highway Fairfax, VA 22031 June 28, 1995 ICF Kaiser International, Inc. 9300 Lee Highway Fairfax, VA 22031 Re: ICF Kaiser International, Inc. Consultants, Agents, and Part-time ----------------------------------------------------------------- Employees Stock Plan -------------------- Gentlemen: Referring to the Registration Statement on Form S-8 which ICF Kaiser International, Inc. (the "Company") has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering pursuant to the ICF Kaiser International, Inc. Consultants, Agents, and Part-time Employees Stock Option Plan (the "Plan") of up to 1,000,000 shares of the Company's Common Stock, I am of the opinion that: 1. The shares of Common Stock which are to be sold and delivered by the Company pursuant to the Plan have been duly and validly authorized by the Company. 2. The shares of Common Stock which are to be sold and delivered by the Company pursuant to the Plan as contemplated, when issued and delivered in accordance with the terms of the Plan, will be legally issued, fully paid, and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit No. 5 to the Registration Statement referred to above and to the use of my name under the heading "Interests of Named Experts and Counsel." Very truly yours, /s/ Paul Weeks, II ----------------------- Paul Weeks, II Senior Vice President, General Counsel and Secretary EX-23.A 3 EXHIBIT 23A Exhibit No. 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of ICF Kaiser International, Inc. (the Company) on Form S-8 of our report dated April 28, 1995, on our audits of the consolidated financial statements and financial statement schedules of ICF Kaiser International, Inc. and Subsidiaries as of February 28, 1995 and 1994 and for the three years in the period ended February 28, 1995, which report is included in the Company's Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. Washington, D.C. June 28, 1995 EX-99 4 EXHIBIT 99 Exhibit No. 99 ================================================================================ ICF KAISER INTERNATIONAL, INC. CONSULTANTS, AGENTS, AND PART-TIME EMPLOYEES STOCK PLAN =============================================================================== 1. Purpose. The purpose of this plan ("Plan") is to promote the ------- interests of ICF Kaiser International, Inc. ("ICF Kaiser") by affording its consultants, agents, and part-time employees an incentive, by means of an opportunity to acquire ICF Kaiser's Common Stock, par value $0.01 per share, and to share in the increase in the value of the Common Stock, to enter into a working relationship with the Company, to remain in the employ of the Company, and to exert their maximum efforts in its behalf. 2. Administration and Delegation. The Plan shall be administered ----------------------------- by the Chief Executive Officer ("CEO") of ICF Kaiser. In addition to his duties with respect to the Plan stated elsewhere in the Plan, the CEO or his Delegee shall have full authority, consistently with the Plan, to interpret the Plan, to promulgate such rules and regulations with respect to the Plan as he/she deems desirable, and to make all other determinations necessary or desirable for the administration of the Plan. All decisions, determinations, and interpretations of the CEO shall be binding upon all persons. The CEO may delegate to any executive officer of ICF Kaiser (the "Delegee") the discretion (a) to select Participants to whom Options or Restricted Shares shall be granted from among the consultants, agents, and part-time employees of ICF Kaiser and its Subsidiaries and (b) as set forth below in the Plan, to perform such other functions of the CEO as are specified in this Plan with respect to Participants. 3. Shares Subject to the Plan. The aggregate combined number of -------------------------- shares of Common Stock which may be covered by stock options ("Options") granted pursuant to the Plan or which may be granted as restricted shares ("Restricted Shares") is 1,000,000 shares, subject to adjustment under Section 7. Shares which may be delivered on exercise or settlement of Options may be previously issued shares reacquired by ICF Kaiser or authorized but unissued shares. Shares covered by Options that expire unexercised or are cancelled shall again be available for grant under the Plan. In any instance in which the Restricted Shares are forfeited back to the Corporation pursuant to Section 6 below), such shares shall again be available for grant under the Plan. 4. Eligibility. The CEO or his Delegee shall from time to time in ----------- his/her discretion select the persons to whom Options and Restricted Shares shall be granted ("Participants") from among the consultants, agents, and part- time employees of ICF Kaiser and its consolidated subsidiaries. 5. Option Grants. ------------- (a) The CEO or his Delegee shall in his/her discretion determine the time or times when Options shall be granted and the number of shares of Common Stock to be subject to each Option. All Options granted under the Plan shall be non-qualified Options. (b) Except as provided in paragraph (d), each Option shall be for such term as the CEO or his Delegee shall determine, but not more than 5 years from the date it is granted, except that the term of an Option may extend up to 6 years from the date the Option is granted if the Participant dies within the 5th year following the date of grant. (c) The purchase price for each share of Common Stock subject to an Option shall be not less than the fair market value of the Common Stock, on the date the Option is granted. (d) Exercise of an Option shall be by written notice in the form and manner determined by the CEO or his Delegee. Except as otherwise determined by the CEO or his Delegee, no Option may be exercised to any extent before one year from the date of grant. The CEO or his Delegee in his/her discretion may (1) determine installment exercise terms for an Option under which it may be exercised in a series of Page 1 of 3 cumulative installments, (2) prescribe rules limiting the frequency of exercise of Options or the minimum number of shares that may be exercised at any one time, (3) determine the form of consideration (including cash, shares of Common Stock, or any combination thereof) which may be accepted in payment of the purchase price of shares purchased pursuant to the exercise of an Option, and (4) prescribe such other rules or conditions as he/she considers appropriate regarding the exercise of Options granted under the Plan. (e) Each Option shall be evidenced by a written instrument which shall state such terms and conditions which are not inconsistent with the provisions of the Plan as the CEO or his Delegee in his/her sole discretion shall determine and approve, including terms and conditions regarding the exercise of Options upon termination of any consultant's or agent's working relationship with ICF Kaiser or upon termination of any part-time employee's employment status. (f) The CEO or his Delegee or ICF Kaiser may, in their respective discretion, take other steps to enable ICF Kaiser to facilitate the payment of the exercise price of any Option granted pursuant to the Plan or for payment of tax withholding obligations, including but not limited to arranging for the provision of loans by, or other arrangements with, third parties, including but not limited to banks or brokers, with or without a guarantee of such loans by ICF Kaiser. 6. Restricted Shares ----------------- (a) The CEO or his Delegee may from time to time, and subject to the provisions of the Plan and such other terms and conditions as he/she may determine, grant Restricted Shares under the Plan. Each grant of Restricted Shares shall be evidenced by a written instrument which shall state the number of Restricted Shares covered by the grant and the terms and conditions which the CEO or his Delegee shall have determined with respect to such grant. Restricted Shares shall be whole shares of Common Stock. (b) A stock certificate representing the Restricted Shares granted to a Participant shall be registered in the Participant's name but shall be held in custody by ICF Kaiser for the Participant's account. The Participant generally shall have the rights and privileges of a shareholder as to such Restricted Shares, including the right to vote or otherwise act as a shareholder with respect to such Restricted Shares, except the following restrictions shall apply: (i) the Participant shall not be entitled to delivery of the certificate until the expiration or termination of the Restriction Period (as defined herein) and the satisfaction of any other conditions prescribed by the CEO or his Delegee; (ii) none of the Restricted Shares may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of prior to termination of the Restriction Period; (iii) the Participant shall forfeit and immediately transfer back to the Corporation without payment all of the Restricted Shares, and all rights of the Participant to such Restricted Shares shall terminate without further obligation on the part of ICF Kaiser, if and when the Participant ceases to be a consultant, an agent, or a part-time employee of ICF Kaiser or any of its Subsidiaries prior to expiration or termination of the Restriction Period and the satisfaction of any other conditions prescribed by the CEO or his Delegee applicable to such Restricted Shares. Cash dividends, if any, with respect to the Restricted Shares shall be paid to the Participant. (c) Upon the expiration or termination of the Restriction Period and the satisfaction of any other conditions prescribed by the CEO or his Delegee, the restrictions applicable to the Restricted Shares shall lapse and a stock certificate for the number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, to the Participant or the Participant's beneficiary or estate, as the case may be. No payment will be required from the Participant upon the issuance or delivery of any Restricted Shares, except that any amount necessary to satisfy applicable federal, state, or local tax requirements shall be withheld or paid promptly upon notification of the amount due and prior to or concurrently with the issuance or delivery of a certificate representing such shares. (d) Vesting of each grant of Restricted Shares shall require the Participant to remain a consultant, agent, or part-time employee of ICF Kaiser or of a Subsidiary for a prescribed period (the "Restriction Period"), which period may be subject to acceleration upon the occurrence of certain events, as Page 2 of 3 the CEO or his Delegee may determine and specify in the written instrument evidencing such grant. The CEO or his Delegee shall determine the Restriction Period or Restrictions Periods which shall apply to the shares of Common Stock covered by each grant of Restricted Shares, provided that in no case shall the Restriction Period be less than one month, subject to adjustment as set forth above. 7. Adjustment Upon Changes in Capitalization. If there is a change in ----------------------------------------- the number or kind of outstanding shares of ICF Kaiser's stock by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination or other similar event, or if there is a distribution to shareholders of ICF Kaiser's Common Stock other than a cash dividend, appropriate adjustments shall be made by the CEO or his Delegee to the number and kind of shares subject to the Plan; the number and kind of shares under Option grants Restricted Shares grants then outstanding; the maximum number of shares available for Option grants under the Plan; the purchase price for shares of Common Stock covered by Options; and other relevant provisions, to the extent that the CEO or his Delegee, in his/her sole discretion, determines that such changes make such adjustments necessary to be equitable. 8. Nonassignability and Nontransferability of Options and Restricted ----------------------------------------------------------------- Shares. Options and Restricted Shares granted under the Plan shall be - ------- nonassignable and nontransferable by the Participant other than by will or the laws of descent and distribution. 9. Laws and Regulations. The Plan, the grant and exercise of Options, -------------------- the grant of Restricted Shares, and the obligation of ICF Kaiser to sell or deliver shares of Common Stock under the Plan shall be subject to all applicable laws, regulations, and rules. 10. No Employment Rights. Nothing in the Plan shall confer upon any -------------------- Participant any right to continued employment or to a continuing working relationship with ICF Kaiser. Nothing in the Plan shall interfere with the right of ICF Kaiser or a Subsidiary to terminate the employment or working, consultant, or agency relationship of any Participant at any time. 11. Tax Withholding. Any payment to or settlement with a Participant in --------------- cash, or in Common Stock, pursuant to any provision of the Plan shall be subject to withholding of income tax, FICA tax, or other taxes to the extent ICF Kaiser or a Subsidiary is required to make such withholding. Any required withholding payable by a Participant with respect to any tax may be paid in cash, in whole shares of Common Stock, or in a combination of whole shares of Common Stock and cash, having an aggregate fair market value equal to the amount of any required withholding obligation. 12. Termination; Amendments. ----------------------- (a) The Board of Directors of ICF Kaiser (the "Board") may at any time terminate the Plan. Unless the Plan shall previously have been terminated by the Board, the Plan shall terminate on June 30, 2005. No Options or Restricted Shares may be granted after such termination. (b) The Board may at any time or times amend the Plan or amend any outstanding Options or Restricted Shares for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which at the time may be permitted by law, provided that no amendment of any outstanding Options or Restricted Shares shall contain terms or conditions inconsistent with the provisions of the Plan as determined by the CEO or his Delegee. 13. Effective Date. The Plan shall become effective upon approval by -------------- the Board. Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----