-----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, KVRya7GbiH2bI0iunvyp0uiksad6dOBu4hDcnhmF//LFK0ibeZRftvqKvEfOaW4W YWx5CBxNtK5bxFgjJ2Bleg== 0000950135-96-002890.txt : 19960702 0000950135-96-002890.hdr.sgml : 19960702 ACCESSION NUMBER: 0000950135-96-002890 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960701 EFFECTIVENESS DATE: 19960720 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07313 FILM NUMBER: 96589413 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 5084531112 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSBORO STATE: MA ZIP: 01824 S-8 1 BROOKS AUTOMATION, INC. 1 As filed with the Securities and Exchange Commission on July 1, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROOKS AUTOMATION, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) DELAWARE 04-3040660 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 15 ELIZABETH DRIVE, CHELMSFORD, MA 01824 ---------------------------------------- (Address of Principal Executive Offices) (Zip Code) BROOKS AUTOMATION, INC. 1992 COMBINATION STOCK OPTION PLAN ---------------------------------- (Full Title of the Plan) ROBERT J. THERRIEN, PRESIDENT BROOKS AUTOMATION, INC. 15 ELIZABETH DRIVE CHELMSFORD, MA 01824 -------------------- (Name and Address of Agent For Service) (508) 262-2400 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE ================================================================================
Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Offer- Registra- Registered Registered Per Share(1) ing Price(1) tion fee - ---------- ---------- ------------ ------------ -------- Common Stock, 500,000(2) $10.9375 $5,468,750 $1,886 $.01 par value ================================================================================
This Registration Statement relates to the registration of additional securities of the same class as other securities for which a Registration Statement on this Form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, the contents of the Registrant's Registration Statements on Form S-8 (Registration No. 33-95268) is hereby incorporated herein by reference. (1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of the average high and low prices for the Registrant's Common Stock on the National Association of Securities Dealers National Market System on June 27, 1996. (2) Such presently indeterminable number of additional shares of Common Stock are registered hereunder as may be issued in the event of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, stock combination, or other similar changes in the Common Stock. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. -------- (5.1) Legal Opinion of Brown, Rudnick, Freed & Gesmer. (23.1) Consent of Price Waterhouse LLP. (23.2) Consent of Brown, Rudnick, Freed & Gesmer is included in their legal opinion filed as Exhibit 5.1 hereof. (99.2) Registrant's 1992 Combination Stock Option Plan, as amended. II-1 3 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 Town of Chelmsford, Commonwealth of Massachusetts, on the 27th day of June, 1996. BROOKS AUTOMATION, INC. By: /s/Robert J. Therrien ------------------------ Robert J. Therrien Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Robert J. Therrien and Stanley D. Piekos and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Robert J. Therrien Director and Principal June 27, 1996 - ------------------------ Executive Officer Robert J. Therrien /s/ Stanley D. Piekos Principal Financial and June 25, 1996 - ------------------------ Accounting Officer Stanley D. Piekos /s/ Norman B. Brooks Director June 28, 1996 - ------------------------ Norman B. Brooks /s/ Roger D. Emerick Director June 26, 1996 - ------------------------ Roger D. Emerick /s/ Amin D. Khoury Director June 26, 1996 - ------------------------ Amin D. Khoury II-2 4 INDEX TO EXHIBITS EXHIBIT SEQUENTIAL NUMBER PAGE NUMBER - ------ ----------- (5.1) Legal Opinion of Brown, Rudnick, Freed & Gesmer. (23.1) Consent of Price Waterhouse LLP. (23.2) Consent of Brown, Rudnick, Freed & Gesmer is included in their legal opinion filed as Exhibit 5.1 hereof. (99.2) Registrant's 1992 Combination Stock Option Plan. EX-5.1 2 LEGAL OPINION OF BROWN, RUDNICK, FREED & GESMER 1 [BROWN RUDNICK FREED & GESMER LETTERHEAD] EXHIBIT 5.1 June 28, 1996 Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 RE: Brooks Automation, Inc. Registration Statement on S-8 ----------------------------------------------------- Ladies and Gentlemen: We are general counsel to Brooks Automation, Inc., a Delaware corporation (the "Company"). We have been asked to deliver this opinion in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to 500,000 shares of the Company's Common Stock, $.01 par value (the "Shares"). The Shares are issuable upon exercise of options granted or to be granted pursuant to the Company's 1992 Employee Stock Purchase Plan (the "1992 Plan"). In connection with this opinion, wehave examined the originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): 1. A copy of the Certificate of Incorporation of the Company as in effect on the date hereof; 2. A copy of the Bylaws of the Company as in effect on the date thereof; 3. The corporate minute books or other records of the Company relating to the proceedings of stockholders and directors of the Company; 4. The 1992 Plan; and 5. The Registration Statement. For purposes of this opinion we have assumed without any investigation (1) the legal capacity of each natural person, (2) the genuineness of each signature, the completeness of each 2 Brooks Automation, Inc. June 28, 1996 Page 2 document submitted to us as an original and the conformity with the original of each document submitted to us as a copy and (3) the completeness, accuracy and proper indexing of all governmental records. We have not, except as specifically noted herein, made any independent review or investigation of orders, judgements, rules or other regulations or decrees by which the Company or any of its property may be bound, nor have we made any independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Company. Our opinion contained herein is limited to the laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and to federal law. Our opinion hereafter expressed is based solely upon (1) our review of the Documents, (2) discussions with certain officers of the Company with respect to the Documents, (3) discussions with those of our attorneys who have devoted substantive attention to the matters contained herein and (4) such review of published sources of law as we have deemed necessary. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the 1992 Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm wherever it appears in the Registration Statement. Very truly yours, BROWN, RUDNICK, FREED & GESMER, P.C. By: Brown, Rudnick, Freed & Gesmer, a partner By: /s/ Lawrence M Levy, Lawrence M. Levy, a Member hereunto duly authorized EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP. 1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 27, 1995, which appears on page 29 of the Company's Annual Report on Form 10-K for the year ended September 30, 1995. Price Waterhouse LLP Boston, Massachusetts June 28, 1996 EX-99.2 4 REGISTRANT'S 1992 COMBINATION STOCK OPTION PLAN 1 BROOKS AUTOMATION, INC. ----------------------- 1992 COMBINATION STOCK OPTION PLAN, ----------------------------------- AS AMENDED ---------- Section I. Purpose of the Plan. ------------------- The purposes of this BROOKS AUTOMATION, INC. 1992 Combination Stock Option Plan (the "1992 Plan") are (i) to provide long-term incentives and rewards to those key employees (the "Employee Participants") of BROOKS AUTOMATION, INC. (the "Corporation") and its subsidiaries (if any), and any other persons (the "Non-employee Participants") who are in a position to contribute to the long-term success and growth of the Corporation and its subsidiaries, (ii) to assist the Corporation in retaining and attracting executives and key employees with requisite experience and ability, and (iii) to associate more closely the interests of such executives and key employees with those of the Corporation's stockholders. Section II. Definitions. ----------- "CODE" is the Internal Revenue Code of 1986, as it may be amended from time to time. "COMMON STOCK" is the $.01 par value Common Stock of the Corporation. "CLASS A COMMON STOCK" is the $.01 par value Class A Non-Voting Common Stock of the Corporation. "COMMITTEE" is defined in Section III, paragraph (a). "CORPORATION" is defined in Section I. "CORPORATION ISOs" are all stock options (including 1992 Plan ISOs) which (i) are Incentive Stock Options and (ii) are granted under any plans (including this 1992 Plan) of the Corporation, a Parent Corporation and/or a Subsidiary Corporation. "EMPLOYEE PARTICIPANTS" is defined in Section I. "FAIR MARKET VALUE" of any property is the value of the property as reasonably determined by the Committee. "INCENTIVE STOCK OPTION" is a stock option which is treated as an incentive stock option under Section 422 of the Code. "1934 ACT" is the Securities Exchange Act of 1934, as amended. 2 "1992 PLAN" is defined in Section I. "1992 PLAN ISOs" are Stock Options which are Incentive Stock Options. "NON-EMPLOYEE PARTICIPANTS" is defined in Section I. "NON-QUALIFIED OPTION" is a Stock Option which does not qualify as an Incentive Stock Option or for which the Committee provides, in the terms of such option and at the time such option is granted, that the option shall not be treated as an Incentive Stock Option. "PARENT CORPORATION" has the meaning provided in Section 425(e) of the Code. "PARTICIPANTS" are all persons who are either Employee Participants or Non-Employee Participants. "PERMANENT AND TOTAL DISABILITY" has the meaning provided in Section 22(e)(3) of the Code. "SECTION 16 OF THE 1934 ACT" means Section 16 of the Securities Exchange Act of 1934, or any successor or similar provision. "STOCKHOLDER APPROVAL" means the affirmative vote of at least a majority of the shares of Common Stock present and entitled to vote at a duly held meeting of the stockholders of the Corporation, unless a greater vote is required by state law, the Code or the rules under Section 16 of the 1934 Act in which case such greater requirement shall apply. Stockholder approval may be obtained by written consent or other means, to the extent permitted by applicable state law. "STOCK OPTIONS" are rights granted pursuant to this 1992 Plan to purchase shares of Class A Common Stock at a fixed price. "SUBSIDIARY CORPORATION" has the meaning provided in Section 425(f) of the Code. "TEN PERCENT STOCKHOLDER" means, with respect to a 1992 Plan ISO, any individual who directly or indirectly owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or any Parent Corporation or any Subsidiary Corporation at the time such 1992 Plan ISO is granted. Section III. Administration. -------------- (a) THE COMMITTEE. The Plan shall be administered by the Board of Directors of the Corporation, or if the Board so determines, by a Compensation Committee designated by the Board of Directors of the Corporation (the administering body is hereafter referred to as the "Committee"). No person shall be eligible to be a member of the Committee if that person's membership would prevent the plan from complying with Section 16 of the 1934 Act or rules -2- 3 adopted thereunder. The Committee shall serve at the pleasure of the Board of Directors, which may from time to time, and in its sole discretion, discharge any member, appoint additional new members in substitution for those previously appointed and/or fill vacancies however caused. A majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. (b) AUTHORITY AND DISCRETION OF THE COMMITTEE. Subject to the express provisions of this 1992 Plan and provided that all actions taken shall be consistent with the purposes of this 1992 Plan, and subject to ratification by the Board of Directors only if required by applicable law, the Committee shall have full and complete authority and the sole discretion to: (i) determine those persons who shall constitute key employees eligible to be Employee Participants; (ii) select the Participants to whom Stock Options shall be granted under this 1992 Plan; (iii) determine the size and the form of the Stock Options, if any, to be granted to any Participant; (iv) determine the time or times such Stock Options shall be granted including the grant of Stock Options in connection with other awards made, or compensation paid, to the Participant; (v) establish the terms and conditions upon which such Stock Options may be exercised and/or transferred, including the exercise of Stock Options in connection with other awards made, or compensation paid, to the Participant; (vi) make or alter any restrictions and conditions upon such Stock Options and the Stock received on exercise thereof, including, but not limited to, providing for limitations on the Participant's right to keep any Stock received on termination of employment; and (vii) adopt such rules and regulations, establish, define and/or interpret these and any other terms and conditions, and make all determinations (which may be on a case-by-case basis) deemed necessary or desirable for the administration of this 1992 Plan. Notwithstanding any provision of this 1992 Plan to the contrary, only Employee Participants shall be eligible to receive 1992 Plan ISOs. If the Corporation's Class A Common Stock is registered under Section 12(g) or Section 15(d) of the 1934 Act, then notwithstanding any provision of this 1992 Plan to the contrary, grants of Stock Options to non-employee directors must be uniformly offered to all such individuals. (c) APPLICABLE LAW. This 1992 Plan, and all Stock Options shall be governed by the law of the state in which the Corporation is incorporated. Section IV. Terms of Stock Options. ---------------------- (a) AGREEMENTS. Stock Options shall be evidenced by a written agreement between the Corporation and the Participant awarded the Stock Option. Said agreement shall be in such form, and contain such terms and conditions (not inconsistent with this 1992 Plan) as the Committee may determine. If the Stock Option described therein is not intended to be an Incentive Stock Option, but otherwise qualifies as an Incentive Stock Option, such agreement shall include the following, or a similar, statement: "This stock option is not intended to be an Incentive Stock Option, as that term is described in Section 422 of the Internal Revenue Code of 1986, as amended." -3- 4 (b) TERM. Stock Options shall be for such periods as may be determined by the Committee, provided that in the case of 1992 Plan ISOs, the term of any such 1992 Plan ISO shall not extend beyond three months after the time the Participant ceases to be an employee of the Corporation. Notwithstanding the foregoing, the Committee may provide in a 1992 Plan ISO that in the event of the Permanent and Total Disability or death of the Participant, the 1992 Plan ISO may be exercised by the Participant or his estate (if applicable) for a period of up to one year after the date of such Permanent and Total Disability or Death. In no event may a 1992 Plan ISO be exercisable (including provisions, if any, for exercise in installments) subsequent to ten years after the date of grant, or, in the case of 1992 Plan ISOs granted to Ten Percent Stockholders, more than five years after the date of grant. (c) PURCHASE PRICE. The purchase price of shares purchased pursuant to any Stock Option shall be determined by the Committee, and shall be paid by the employee in full upon exercise (a) in cash or, as the Committee, in its sole discretion, may permit, (b) by delivery of shares of Common Stock (valued at their Fair Market Value on the date of such exercise), (c) any other property (valued at its Fair Market Value on the date of such exercise), or (d) any combination of cash, stock and other property. In no event will the purchase price of Common Stock be less than the par value of the Class A Common Stock. Furthermore, the purchase price of Class A Common Stock subject to a 1992 Plan ISO shall not be less than the Fair Market Value of the Class A Common Stock on the date of the issuance of the 1992 Plan ISO, provided that in the case of 1992 Plan ISOs granted to Ten Percent Stockholders, the purchase price shall not be less than 110% of the Fair Market Value of the Class A Common Stock on the date of issuance of the 1992 Plan ISO. (d) FURTHER RESTRICTIONS AS TO INCENTIVE STOCK OPTIONS. To the extent that the aggregate Fair Market Value of Class A Common Stock with respect to which Corporation ISOs (determined without regard to this section) are exercisable for the first time by any Employee Participant during any calendar year exceeds $100,000, such Corporation ISOs shall be treated as options which are not Incentive Stock Options. For the purpose of this limitation, options shall be taken into account in the order granted, and the Committee may designate that portion of any Corporation ISO that shall be treated as not an Incentive Stock Option in the event that the provisions of this paragraph apply to a portion of any option, unless otherwise required by the Code or regulations of the Internal Revenue Service. The foregoing designation may be made at such time as the Committee considers appropriate, including after the issuance of the option or at the time of its exercise. For the purpose of this section, Fair Market Value shall be determined as of the time the option with respect to such stock is granted. (e) RESTRICTIONS. At the discretion of the Committee, the Class A Common Stock issued pursuant to the Stock Options granted hereunder may be subject to restrictions on vesting or transferability. For the purposes of this limitation, options shall be taken into account in the order granted. (f) WITHHOLDING OF TAXES. Pursuant to applicable Federal, state, local or foreign laws, the Corporation may be required to collect income or other taxes upon the grant of a Stock Option to, or exercise of a Stock Option by, a holder. The Corporation may require, as a -4- 5 condition to the exercise of a Stock Option, or demand, at such other time as it may consider appropriate, that the Employee pay the Corporation the amount of any taxes which the Corporation may determine is required to be withheld or collected, and the Employee shall comply with the requirement or demand of the Corporation. In its discretion, the Corporation may withhold shares to be received upon exercise of a Stock Option if it deems this an appropriate method for withholding or collecting taxes. (g) SECURITIES LAW COMPLIANCE. Upon exercise (or partial exercise) of a Stock Option, the Employee or other holder of the Stock Option shall make such representations and furnish such information as may, in the opinion of counsel for the Corporation, be appropriate to permit the Corporation to issue or transfer Stock in compliance with the provisions of applicable federal or state securities laws. The Corporation, in its discretion, may postpone the issuance and delivery of Stock upon any exercise of this Option until completion of such registration or other qualification of such shares under any federal or state laws, or stock exchange listing, as the Corporation may consider appropriate. Furthermore, the Corporation is not obligated to register or qualify the shares of Class A Common Stock to be issued upon exercise of a Stock Option under federal or state securities laws (or to register or qualify them at any time thereafter), and it may refuse to issue such shares if, in its sole discretion, registration or exemption from registration is not practical or available. The Corporation may require that prior to the issuance or transfer of Stock upon exercise of a Stock Option, the Employee enter into a written agreement to comply with any restrictions on subsequent disposition that the Corporation deems necessary or advisable under any applicable federal and state securities laws. Certificates of Stock issued hereunder may bear a legend reflecting such restrictions. (h) RIGHT TO STOCK OPTION. No employee of the Corporation or any other person shall have any claim or right to be a participant in this 1992 Plan or to be granted a Stock Option hereunder. Neither this 1992 Plan nor any action taken hereunder shall be construed as giving any person any right to be retained in the employ of the Corporation. Nothing contained hereunder shall be construed as giving any person any equity or interest of any kind in any assets of the Corporation or creating a trust of any kind or a fiduciary relationship of any kind between the Corporation and any such person. As to any claim for any unpaid amounts under this 1992 Plan, any person having a claim for payments shall be an unsecured creditor. (i) INDEMNITY. Neither the Board of Directors nor the Committee, nor any members of either, nor any employees of the Corporation or any parent, subsidiary, or other affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this 1992 Plan, and the Corporation hereby agrees to indemnify the members of the Board of Directors, the members of the Committee, and the employees of the Corporation and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law. (j) PARTICIPATION BY FOREIGNERS. Without amending this 1992 Plan, except to the extent required by the Code in the case of Incentive Stock Options, the Committee may modify -5- 6 grants made to participants who are foreign nationals or employed outside the United States so as to recognize differences in local law, tax policy, or custom. Section V. Amendment and Termination; Adjustments Upon Changes in Stock. ------------------------------------------------------------ The Board of Directors of the Corporation may at any time, and from time to time, amend, suspend or terminate this 1992 Plan in whole or in part; provided, however, that neither the Board of Directors nor the Committee may amend or modify the definition of Employee Participants, materially increase the benefits accruing to Participants, increase the number of shares of Class A Common Stock reserved for purposes of this 1992 Plan, extend the term of this 1992 Plan, materially modify the requirements to be a Participant in this 1992 Plan, or otherwise modify the Plan in any way or manner requiring the approval of the Stockholders under the Code or Section 16 of the 1934 Act, or rules and regulations thereunder, without Stockholder Approval and compliance with any applicable law, rules, or regulations. Except as provided herein, no amendment, suspension or termination of this 1992 Plan may affect the rights of a Participant to whom a Stock Option has been granted without such Participant's consent. The Committee is specifically authorized to convert, in its discretion, the unexercised portion of any 1992 Plan ISO granted to an Employee Participant to a Non-qualified Option at any time prior to the exercise, in full, of such 1992 Plan ISO. If there shall be any change in the Class A Common Stock or to any Stock Option granted under this 1992 Plan through merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure of the Corporation, appropriate adjustments may be made by the Board of Directors of the Corporation (or if the Corporation is not the surviving corporation in any such transaction, the Board of Directors of the surviving corporation) in the aggregate number and kind of shares subject to this 1992 Plan, and the number and kind of shares and the price per share subject to outstanding options, provided that such adjustment does not affect the qualification of any 1992 Plan ISO as an Incentive Stock Option. In connection with the foregoing, the Board of Directors may issue new Stock Options in exchange for outstanding Stock Options. Section VI. Shares of Stock Subject to the Plan. ----------------------------------- The number of shares of Class A Common Stock that may be the subject of awards under this 1992 Plan shall not exceed an aggregate of 1,550,000 shares. Shares to be delivered under this 1992 Plan may be either authorized but unissued shares of Class A Common Stock or treasury shares. Any shares subject to an option hereunder which for any reason expires unexercised, shares reacquired by the Corporation because restrictions do not lapse, shares returned because payment is made hereunder in stock of equivalent value rather than in cash, and/or shares reacquired from a recipient for any other reason shall, at such time, no longer count towards the aggregate number of shares which have been the subject of Stock Options issued hereunder, and such number of shares shall be subject to further awards under this 1992 Plan, provided the total number of shares then eligible for award under this 1992 Plan may not exceed the total specified in the first sentence of this Section VI. -6- 7 Section VII. Effective Date and Term of this Plan. ------------------------------------ The effective date of this 1992 Plan is May 13, 1992 (the "Effective Date") and awards under this 1992 Plan may be made for a period of ten years commencing on the Effective Date. The period during which a Stock Option may be exercised may extend beyond that time as provided herein. Dates of Approval by Board of Directors: May 13, 1992 and December 5, 1994 and November 1, 1995. Dates of Approval by the Stockholders: May 13, 1992 and December 5, 1994 and February 22, 1996. -----END PRIVACY-ENHANCED MESSAGE-----