-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H0Acu4pVXwzft5DCYCCCjekQDKVoxwarN2S8CFOcPY4s26LedUNfizziPQs7Loiu 3K8E4+v3vb9wXwCitAYUoA== 0000929624-99-000178.txt : 19990208 0000929624-99-000178.hdr.sgml : 19990208 ACCESSION NUMBER: 0000929624-99-000178 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990205 EFFECTIVENESS DATE: 19990205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON HBOC INC CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-71917 FILM NUMBER: 99522925 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: MCKESSON PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 MAIL ADDRESS: STREET 1: ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON CORP DATE OF NAME CHANGE: 19950209 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 5, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 McKESSON HBOC, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 94-3207296 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) McKesson Plaza One Post Street San Francisco, California 90104 (415) 983-8300 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices) McKESSON HBOC, INC. 1999 EXECUTIVE STOCK PURCHASE PLAN (Full Title of the Plan)
Copy to: Nancy A. Miller Ivan D. Meyerson Senior Vice President and Corporate Secretary Senior Vice President and General Counsel McKesson Corporation McKesson Corporation McKesson Plaza McKesson Plaza One Post Street One Post Street San Francisco, California 94104 San Francisco, California 94104
(Name and Address of Agent for Service) (415) 983-8300 (Telephone Number, including Area Code, of Agent for Service) ---------------- CALCULATION OF REGISTRATION FEE
========================================================================================================== Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registered Registered Offering Aggregate Offering Registration Price Per Share (1) Price (1) Fee (1) - ---------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share 700,000 $67.625 $47,337,500 $13,200 - ---------------------------------------------------------------------------------------------------------- Rights to purchase Preferred 350,000 N/A N/A N/A Stock of McKesson HBOC, Inc.(2) ==========================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), based upon the average of the high and low sale prices of the Common Stock of the Registrant on the New York Stock Exchange, Inc. on February 4, 1999. The proposed maximum aggregate offering price is estimated solely to determine the registration fee. (2) Associated with the Common Stock are Rights to purchase Preferred Stock that will not be exercisable or evidenced separately from the Common Stock prior to the occurrence of certain events. ---------------- The Registration Statement will become effective upon filing in accordance with Rule 462(a) under the Securities Act. PART I Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* * The document(s) containing the information specified in Part I of Form S-8 have been or will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. McKesson HBOC, Inc. (the "Company" or the "Registrant"), successor in interest to McKesson Corporation, hereby incorporates by reference into this Registration Statement the following documents: (a) McKesson Corporation's Annual Report on Form 10-K for the fiscal year ended March 31, 1998, as amended by Amendment No. 1 on Form 10-K/A filed on July 29, 1998; (b) McKesson Corporation's Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 1998 and September 30, 1998; (c) The Current Reports on Form 8-K of McKesson Corporation dated November 22, 1996 (as amended by Amendment No. 1 on Form 8-K/A filed on January 21, 1997, as further amended by Amendment No. 2 on Form 8-K/A filed on April 28, 1997); October 19, 1998 (as amended by Amendment No. 1 on Form 8-K/A filed on October 30, 1998 and as further amended by Amendment No. 2 on Form 8-K/A filed on November 6, 1998); and the Current Reports on Form 8-K of the Company dated January 14, 1999 and January 27, 1999; and (d) The description of the Company's Common Stock contained in McKesson Corporations's Registration Statement on Form 10 (File No. 1-13252) and the Rights Agreement dated as of October 21, 1994 between McKesson Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to McKesson Corporation's Registration Statement on Form 10 (as amended by Amendment No. 1, filed as Exhibit 99.1 to McKesson Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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 then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Statements contained in this Registration Statement or in a document incorporated by reference may be modified or superseded by later statements in this Registration Statement or by statements in subsequent documents incorporated by reference, in which case you should refer to the later statement. Item 4. Description of the Securities Not applicable. -2- Item 5. Interests of Named Experts and Counsel The legality of the securities offered hereby will be passed upon for the Registrant by Ivan D. Meyerson, Senior Vice President and General Counsel of the Registrant. Mr. Meyerson owns, directly and indirectly, less than 1% of the outstanding shares of the Registrant's Common Stock. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers as well as other employees and agents of the corporation against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative, or investigative (other than action by or in the right of the corporation-a "derivative action"), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation's charter, by-laws, disinterested director vote, stockholder vote, agreement, or otherwise. The Company's Restated By-laws provide that each person who is involved in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, will be indemnified by the Company to the full extent permitted by the DGCL if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. The indemnification rights conferred by the Company's By-laws are not exclusive of any other right to which such person seeking indemnification may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of unlawful dividends or unlawful stock purchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit. Article VI of the Company's Restated Certificate of Incorporation provides that to the full extent permitted by the DGCL, as it now exists or may hereafter be amended, no director of the Company will be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. The Company maintains directors' and officers' liability insurance which provides for payment, on behalf of the directors and officers of the Company and its subsidiaries, of certain losses of such persons (other than matters uninsurable under law) arising from claims, including claims arising under the Securities Act, for acts or omissions by such persons while acting as directors or officers of the Company and/or its subsidiaries, as the case may be. -3- Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Index to Exhibits. Item 9. Undertakings 1. The undersigned Registrant hereby undertakes: (a) 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; (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 Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 paragraphs (a)(i) and (a)(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 with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities 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. (c) 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. 2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities 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 the 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. -4- 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on February 5, 1999. McKESSON HBOC, INC. By /s/ Nancy A. Miller ------------------------------------ Nancy A. Miller Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 5, 1999. Signature Title * Chairman of the Board of Directors and Director - ---------------------- Charles W. McCall * President, Chief Executive Officer and Director - ---------------------- (principal executive officer) Mark A. Pulido * Executive Vice President and Chief Financial Officer - ---------------------- (principal financial officer) Richard H. Hawkins * Senior Vice President and Controller - ---------------------- (principal accounting officer) Heidi E. Yodowitz * Director - ---------------------- Alfred E. Eckert III * Director - ---------------------- Tully M. Friedman * Director - ---------------------- Alton F. Irby III * Director - ---------------------- M. Christine Jacobs * Director - ---------------------- Gerald E. Mayo -6- * Director - ---------------------- James V. Napier * Director - ---------------------- David S. Pottruck * Director - ---------------------- Carl E. Reichardt * Director - ---------------------- Alan Seelenfreund * Director - ---------------------- Jane E. Shaw *By: /s/ Nancy A. Miller - ------------------------ Nancy A. Miller Attorney-in-fact -7- EXHIBIT INDEX Exhibit Number 4.1 Rights Agreement dated as of October 21, 1994 between McKesson Corporation and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement") (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to McKesson Corporation's Registration Statement on Form 10 (File No. 1-13252)) 4.2 Amendment No. 1 to the Rights Agreement dated October 19, 1998 (incorporated by reference to Exhibit 99.1 to McKesson Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) 4.3 Restated Certificate of Incorporation of Registrant as filed with the office of the Delaware Secretary of State on July 30, 1998 (incorporated by reference to Exhibit 3.2 to McKesson Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998) 4.4 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant as filed with the Office of the Delaware Secretary of State on January 12, 1999 (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 dated January 12, 1999) 4.5 Restated By-laws of the Registrant, as amended through May 30, 1997 (incorporated by reference to Exhibit 3.1 to McKesson Corporation's Current Report on Form 8-K filed on June 22, 1997) 4.6 Amendments to Restated By-laws of the Registrant dated January 12, 1999 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on January 14, 1999) 5.1* Opinion of Ivan D. Meyerson, Senior Vice President and General Counsel of the Registrant, regarding legality of the securities being offered 23.1* Consent of Ivan D. Meyerson, Senior Vice President and General Counsel of the Registrant (included in Exhibit 5.1) 23.2* Independent Auditors' Consent 24.1* Power of Attorney 99.1* McKesson HBOC, Inc. 1999 Executive Stock Purchase Plan _______________________ * Filed herewith. EX-5.1 2 OPINION OF IVAN MEYERSON Exhibit 5.1 [LETTERHEAD OF McKESSON HBOC] February 5, 1999 McKesson HBOC, Inc. McKesson Plaza One Post Street San Francisco, California 94104 Re: McKesson HBOC, Inc. -- Registration Statement on Form S-8 ----------------------------------------------------------- Ladies and Gentlemen: I am Senior Vice President and General Counsel of McKesson HBOC, Inc., a Delaware corporation (the "Company"), and am issuing this opinion in connection with the Registration Statement on Form S-8 being filed by the Company with the Securities and Exchange Commission (the "Commission") on the date hereof (the "Registration Statement") for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), 700,000 shares (the "Shares") of common stock of the Company, par value $0.01 per share, to be issued by the Company pursuant to the McKesson HBOC, Inc. 1999 Executive Stock Purchase Plan (the "Plan"). In this connection, I have reviewed the Registration Statement, as proposed to be filed with the Commission. As General Counsel, I am familiar with the Restated Certificate of Incorporation of the Company, as amended, and the Restated By-laws of the Company, as amended, each as currently in effect. I have also examined originals or copies, certified or otherwise identified to my satisfaction of such records of the Company and such instruments, certificates of public officials, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinion set forth herein. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed by parties other than the Company, I have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties and the validity and binding effect thereof. As to any facts material to the opinion expressed herein which I have not independently established or verified, I have relied upon statements and representations of other officers and representatives of the Company and others. I am admitted to the Bar of the State of California and do not purport to be an expert on, or express any opinion concerning, any law other than the substantive law of the State of California. Based upon and subject to the foregoing, I am of the opinion that the Shares, when issued and sold 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 as an exhibit to the Registration Statement. This opinion is furnished by me, as counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately preceding paragraph, is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without the express written permission of the Company. Very truly yours, /s/ Ivan D. Meyerson ------------------------------- Ivan D. Meyerson EX-23.2 3 INDEPENDENT AUDITORS' CONSENT Exhibit 23.2 [LOGO OF DELOITTE & TOUCHE] ------------------------------------ Deloitte & Touche LLP 50 Fremont Street San Francisco, California 94105-2230 Telephone: (415) 247-4000 Facsimile: (415) 247-4329 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of McKesson HBOC, Inc. of our reports dated May 18, 1998, on McKesson Corporation's consolidated financial statements and financial statement schedule, appearing in and incorporated by reference in the Annual Report on Form 10-K of McKesson Corporation for the year ended March 31, 1998, and our report on FoxMeyer Corporation's consolidated financial statements dated June 28, 1996 (March 18, 1997 as to paragraph seven of Note Q), which report expresses an unqualified opinion and includes an explanatory paragraph relating to the sale of the principal assets of FoxMeyer Corporation and its Chapter 7 bankruptcy filing, appearing in the Current Report on Form 8K/A of McKesson Corporation filed with the Securities and Exchange Commission on April 28, 1997. /s/ Deloitte & Touche LLP - ------------------------------ San Francisco, CA February 5, 1999 EX-24.1 4 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned directors and officers of McKesson HBOC, Inc., a Delaware corporation (the "Company"), do hereby constitute and appoint Ivan D. Meyerson and Nancy A. Miller his or her true and lawful attorney and agent, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or officer, a Registration Statement on Form S- 8 under the Securities Act of 1933, as amended, with respect to the registration of shares of the Company's Common Stock, par value $.01 per share, that may be issued by the Company in connection with the McKesson HBOC, Inc. 1999 Executive Stock Purchase Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Signature Title - --------- ----- /s/ Charles W. McCall - -------------------------- Chairman of the Board of Directors and Director Charles W. McCall /s/ Mark A. Pulido - -------------------------- President, Chief Executive Officer and Director Mark A. Pulido (principal executive officer) /s/ Richard H. Hawkins - -------------------------- Executive Vice President and Chief Financial Richard H. Hawkins Officer (principal financial officer) /s/ Heidi E. Yodowitz - -------------------------- Senior Vice President and Controller Heidi E. Yodowitz (principal accounting officer) /s/ Alfred C. Eckert III - -------------------------- Director Alfred C. Eckert III /s/ Tully M. Friedman - -------------------------- Director Tully M. Friedman /s/ Alton F. Irby III - -------------------------- Director Alton F. Irby III /s/ M. Christine Jacobs - -------------------------- Director M. Christine Jacobs /s/ Gerald E. Mayo - -------------------------- Director Gerald E. Mayo /s/ James V. Napier - -------------------------- Director James V. Napier /s/ David S. Pottruck - -------------------------- Director David S. Pottruck /s/ Carl E. Reichardt - -------------------------- Director Carl E. Reichardt /s/ Alan Seelenfreund - -------------------------- Director Alan Seelenfreund /s/ Jane E. Shaw - -------------------------- Director Jane E. Shaw Dated: February 5, 1999 EX-99.1 5 1999 EXECUTIVE STOCK PURCHASE PLAN Exhibit 99.1 McKESSON HBOC, INC. 1999 EXECUTIVE STOCK PURCHASE PLAN 1. Establishment. There is hereby adopted the 1999 Executive Stock Purchase Plan (hereinafter called the "Plan") of McKesson HBOC, Inc. (the "Corporation"). 2. Stock Subject to the Plan. Rights may be granted under the Plan from time to time to key employees of the Corporation and its subsidiaries to purchase from the Corporation an aggregate of seven hundred thousand (700,000) shares of authorized but unissued common stock, par value $0.01 per share, of the Corporation ("Common Stock"); provided, however, that (i) no single officer or director of the Corporation or any subsidiary designated by the Committee (as defined below) may acquire under the Plan more than one percent (1%) of the Corporation's Common Stock outstanding at the time the Plan is adopted, and (ii) the Plan, together with all stock option or purchase plans, or any other arrangements pursuant to which officers or directors of the corporation may acquire Common Stock ("Stock Plans") (other than Stock Plans for which stockholder approval is not required under subsections (1) through (3) of Section 312.03 of the Listed Company Manual of the New York Stock Exchange), does not authorize the issuance of more than five percent (5%) of the Corporation's Common Stock outstanding at the time the Plan is adopted. 3. Administration of the Plan. The Plan shall be administered by a committee (the "Committee") consisting of not less than two directors of the Company to be appointed by the Board, each of whom is a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. No member of the Committee shall be eligible to receive benefits under the Plan. The Committee may from time to time determine which eligible employees shall be granted rights under the Plan, and the number of shares for which a right shall be granted to an employee. 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 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 final and binding on all grantees and purchasers of stock under the Plan and on other interested parties. 4. Eligibility. Persons eligible for rights under the Plan are those key employees of the Corporation or its subsidiaries designated from time to time by the Committee. Members of the Board of Directors of the Corporation who are not employed as regular salaried officers or employees of the Corporation or of any subsidiary of the Corporation may not participate in the Plan. 5. Exercise Price. The exercise price of the stock covered by each right shall not be less than the fair market value of such stock on the date the right is exercised, which shall be the closing sale price on such day on the New York Stock Exchange. 6. Right Terms and Conditions; Extension of Credit by the Corporation. The term of each right shall be for such period not in excess of thirty days as the Committee may determine. Purchases shall be evidenced by a written Stock Purchase Agreement, which may provide for the payment of the purchase price (i) by a payment in cash or (ii) entirely by a promissory note payable on such repayment schedule as the Committee may determine or (iii) by any combination of (i) and (ii). The Stock Purchase Agreement may contain such other terms, provisions, and conditions as are determined by the Committee. Subject to the requirements of applicable law (including, but not limited to, the rules regarding the purchase of margin stock), stock purchased by an employee under the Plan pursuant to a promissory note may be pledged to the Corporation as collateral for the promissory note under the terms and conditions set forth in the Stock Purchase Agreement. 7. Voting, Dividend Rights, etc. Shares purchased by employees under the Plan shall be fully paid and non-assessable and be entitled to voting, dividend and other rights. 8. Amendment, Suspension or Termination of the Plan. The Board of Directors may at any time suspend or terminate this Plan, and may amend it from time to time in such respects as it may deem advisable. 2 -----END PRIVACY-ENHANCED MESSAGE-----