As filed with the Securities and Exchange Commission on August 29, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
NBT BANCORP INC.
----------------
(Exact name of registrant as specified in its charter)
Delaware 16-1268674
-------- ----------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
52 South Broad Street, Norwich, New York 13815
(Address of Principal Executive Offices) (Zip Code)
PIONEER AMERICAN HOLDING COMPANY CORP. STOCK OPTION PLAN,
as assumed by NBT Bancorp Inc.
(Full Title of the Plan)
DARYL R. FORSYTHE
President and Chief Executive Officer
NBT BANCORP INC.
52 South Broad Street, Norwich, New York 13815 (607) 337-2265
-------------------------------------------------------------
(Name, address and telephone number of agent for service)
Copy to:
BRIAN D. ALPRIN, ESQ. and LAURENCE S. LESE, ESQ.
DUANE, MORRIS & HECKSCHER LLP
1667 K Street, N.W., Suite 700, Washington, D.C. 20006 (202) 776-7800
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Aggregate Registration
to be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock, 81,450 $7.20 $512,000 $264
$.01 par value shares
per share
- -------------------------------------------------------------------------------------------------------------------
(1) Plus such additional number of shares as may be required pursuant to the
Pioneer American Holding Company Corp. Stock Option Plan, as assumed by NBT
Bancorp Inc., in the event of a stock dividend or split, recapitalization,
reclassification, merger, consolidation, combination, or exchange of shares, or
other similar corporate change.
(2) Estimated solely for the purpose of calculating the registration fee and
based, pursuant to Rule 457(h)(1), upon the basis of the aggregate price at
which the subject options may be exercised.
AN INDEX TO EXHIBITS IS INCLUDED ON PAGE 7 OF THIS FORM S-8.
PART I -- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the note to Form S-8, the document containing the
information specified in Items 1 and 2 of Part I of the Form S-8 is not being
filed with the Commission as part of this Registration Statement, but will be
sent or given to employees as specified by Rule 428(b)(1).
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 -- Incorporation of Certain Documents by Reference
The following documents and portions of documents filed by NBT Bancorp
Inc. ("Bancorp") with the Commission are hereby incorporated into this
Registration Statement by reference:
(a) Bancorp's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) Bancorp's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000;
(c) Bancorp's Current Reports on Form 8-K dated February 22, 2000,
March 3, 2000, March 31, 2000, April 28, 2000, July 14, 2000,
July 25, 2000 and August 1, 2000; and
(d) The description of Bancorp's Common Stock as set forth under
the caption "DESCRIPTION OF NBT CAPITAL STOCK" presented in
Bancorp's SEC Rule 424(b)(3) final prospectus, dated April 3,
2000, and filed with the Commission on April 6, 2000.
Bancorp additionally incorporates by reference herein all documents to
be subsequently filed by Bancorp pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all the securities offered have
been sold or which deregisters all securities then remaining unsold, and deems
such documents to be incorporated by reference into this Registration Statement
and to be part hereof from the dates of filing such documents. Copies of these
documents will not be filed with this Registration Statement. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that such statement is modified or
superseded by a subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement except
as so modified or superseded.
Item 4 -- Description of Securities
This Item is omitted because Bancorp's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5 -- Interests of Named Experts and Counsel
This Item is omitted because it is not applicable.
Item 6 -- Indemnification of Directors and Officers
Bancorp's Certificate of Incorporation and By-Laws contain provisions
providing that Bancorp shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of Bancorp, or is or
was serving at the request of Bancorp as a director or officer of another
corporation, partnership, joint venture, trust, or other enterprise, to the
maximum extent authorized and in the manner prescribed by the Delaware General
Corporation Law.
Bancorp's Certificate of Incorporation also provides that a Director of
Bancorp shall not be personally liable to Bancorp or its stockholders for
monetary damages for breach of fiduciary duty as a director, with certain
exceptions.
Item 7 -- Exemption from Registration Claimed
This Item is omitted because it is not applicable.
Item 8 -- Exhibits
The exhibits to this registration statement are listed in the Exhibit
Index included elsewhere herein.
Pursuant to Instruction (b) under Item 8 of Form S-8, the Registrant
hereby undertakes that it will submit or has submitted the Pioneer American
Holding Company Corp. Stock Option Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan.
Item 9 -- Undertakings
RULE 415 OFFERING
The undersigned 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;
(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 paragraph (a)(1)(i) and (a)(1)(ii) shall not
apply if 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 Securities Exchange Act of 1934 that
are incorporated by reference in the 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.
FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
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 15(d) of the Securities
Exchange Act of 1934 (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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
INCORPORATED ANNUAL AND QUARTERLY REPORTS
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
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.
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 Norwich, State of New York, on the 28th day of
August, 2000.
NBT BANCORP INC.
By: /s/ Daryl R. Forsythe
-------------------------------------
Daryl R. Forsythe
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
Signature Title Date
- --------- ----- ----
/s/ Daryl R. Forsythe President, Chief Executive Officer August 28, 2000
- ------------------------------- and Director (Principal Executive
Daryl R. Forsythe Officer)
/s/ Michael J. Chewens Executive Vice President and August 28, 2000
- ------------------------------- Chief Financial Officer
Michael J. Chewens (Principal Financial and Accounting
Officer)
/s/ Everett A. Gilmour Chairman of the Board of Directors August 28, 2000
- -------------------------------
Everett A. Gilmour
/s/ J. Peter Chaplin Director August 28, 2000
- -------------------------------
J. Peter Chaplin
Director August , 2000
- -------------------------------
Richard Chojnowski
Director August , 2000
- -------------------------------
Gene E. Goldenziel
Director August , 2000
- -------------------------------
Peter B. Gregory
/s/ William C. Gumble Director August 28, 2000
- -------------------------------
William C. Gumble
/s/ Bruce D. Howe Director August 28, 2000
- -------------------------------
Bruce D. Howe
/s/ Andrew S. Kowalczyk, Jr Director August 28, 2000
- -------------------------------
Andrew S. Kowalczyk, Jr.
/s/ Dan B. Marshman Director August 28, 2000
- -------------------------------
Dan B. Marshman
Director August , 2000
- -------------------------------
John G. Martines
/s/ John C. Mitchell Director August 28, 2000
- -------------------------------
John C. Mitchell
Director August , 2000
- -------------------------------
Joseph G. Nasser
Director August , 2000
- -------------------------------
William L. Owens
/s/ Paul O. Stillman Director August 28, 2000
- -------------------------------
Paul O. Stillman
INDEX TO EXHIBITS
The following documents are submitted as exhibits to this Form S-8.
Exhibit
Number
------
5.1 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Duane, Morris & Heckscher LLP
(contained in their opinion filed as Exhibit 5.1).
23.3 Consent of KPMG LLP.
99.1 Pioneer American Holding Company Corp. Stock Option Plan, as
assumed by NBT Bancorp Inc.
EXHIBIT 5.1
Opinion and Consent of Duane, Morris & Heckscher LLP
[DUANE, MORRIS & HECKSCHER LLP LETTERHEAD]
August 28, 2000
NBT Bancorp Inc.
52 South Broad Street
Norwich, New York 13815
Gentlemen:
We have acted as special counsel to NBT Bancorp Inc. (the "Company"),
in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
registration statement on Form S-8 (the "Registration Statement") relative to
the offer and sale by the Company of up to 81,450 shares (the "Shares") of
common stock, $.01 par value per share ("Common Stock"), pursuant to the Pioneer
American Holding Company Corp. Stock Option Plan, as assumed by NBT Bancorp Inc.
(the "Plan").
As special counsel to the Company, we have examined and relied upon
originals or copies, authenticated or certified to our satisfaction, of all such
corporate records of the Company, including the resolutions of the Company's
board of directors and other records relating to the authorization,
registration, sale, and issuance of the Shares, communications or certifications
of public officials, certificates of officers, directors and representatives of
the Company and such other documents as we have deemed relevant and necessary as
the basis of the opinions expressed herein. In making such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
tendered to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares to be
issued by the Company, when issued in accordance with the terms and conditions
of the Plan, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto.
Sincerely,
/s/ DUANE, MORRIS & HECKSCHER LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITOR
The Board of Directors
NBT Bancorp Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of NBT Bancorp Inc. related to the registration of shares for the
Pioneer American Holding Company Corp. Stock Option Plan, as assumed by NBT
Bancorp Inc., filed by NBT Bancorp Inc. under the Securities Act of 1933 of our
audit report dated January 21, 2000, with respect to the consolidated balance
sheets of NBT Bancorp Inc. and subsidiary as of December 31, 1999 and 1998, and
the related consolidated statements of income, stockholders' equity, cash flows
and comprehensive income for each of the years in the three-year period ended
December 31, 1999 which report appears in the December 31, 1999 annual report on
Form 10-K of NBT Bancorp Inc., incorporated by reference herein.
We consent to incorporation by reference in the registration statement
on Form S-8 of NBT Bancorp Inc. related to the registration of shares for the
Pioneer American Holding Company Corp. Stock Option Plan, as assumed by NBT
Bancorp Inc., filed by NBT Bancorp Inc. under the Securities Act of 1933 of our
audit report dated March 10, 2000 with respect to the supplemental consolidated
balance sheets of NBT Bancorp Inc. and subsidiaries as of December 31, 1999 and
1998, and the related supplemental consolidated statements of income,
stockholders' equity, cash flows and comprehensive income for each of the years
in the three year period ended December 31, 1999 which report appears in the
Current Report on Form 8-K of NBT Bancorp Inc., dated March 31, 2000, filed by
NBT Bancorp Inc., incorporated by reference herein.
We consent to incorporation by reference in the registration statement
on Form S-8 of NBT Bancorp Inc. related to the registration of shares for the
Pioneer American Holding Company Corp. Stock Option Plan, as assumed by NBT
Bancorp Inc., filed by NBT Bancorp Inc. under the Securities Act of 1933 of our
audit report dated July 28, 2000, with respect to the supplemental consolidated
balance sheets of NBT Bancorp Inc. and subsidiaries as of December 31, 1999 and
1998, and the related supplemental consolidated statements of income,
stockholders' equity, cash flows and comprehensive income for each of the years
in the three-year period ended December 31, 1999 which report appears in the
Current Report on Form 8-K dated August 1, 2000, filed by NBT Bancorp Inc.,
incorporated by reference herein.
/s/ KPMG LLP
KPMG LLP
Syracuse, New York
August 28, 2000
EXHIBIT 99.1
PIONEER AMERICAN HOLDING COMPANY CORP. STOCK OPTION PLAN,
AS ASSUMED BY NBT BANCORP INC.
NBT BANCORP INC. HAS ADOPTED THE FOLLOWING STOCK OPTION PLAN TO FULFILL
CERTAIN OF ITS OBLIGATIONS UNDER THE AGREEMENT AND PLAN OF MERGER AMONG NBT, ITS
SUBSIDIARY LEVON ACQUISITION COMPANY AND PIONEER AMERICAN HOLDING COMPANY CORP.
("PIONEER AMERICAN"). UPON COMPLETION OF THE MERGER ON JULY 1, 2000, NBT ASSUMED
THE PIONEER AMERICAN STOCK OPTION PLAN AND THE STOCK OPTIONS GRANTED UNDER THE
PLAN THAT WERE OUTSTANDING AT THE EFFECTIVE TIME OF THE MERGER. THE PLAN THAT
FOLLOWS REFLECTS THE STOCK OPTION PLAN OF PIONEER AMERICAN BUT HAS BEEN MODIFIED
FROM THAT PLAN TO SATISFY THE REQUIREMENTS OF THE AGREEMENT AND PLAN OF MERGER.
1. Purpose of Plan:
The purpose of the Stock Option Plan (the "Plan") contained herein is
to provide additional incentive to officers and key employees of Pioneer
American Holding Company Corp. (the "Company") and each present or future parent
or subsidiary corporation by encouraging them to invest in shares of the
Company's Common Stock and thereby acquire a proprietary interest in the Company
and an increased personal interest in the Company's continued success and
progress, to the mutual benefit of directors, employees and stockholders.
2. Aggregate Number of Shares:
81,450 shares of the Common Stock (par value $0.01 per share) of NBT
Bancorp Inc. ("Common Stock") shall be the aggregate number of shares which may
be issued under this Plan. Notwithstanding the foregoing, in the event of any
change in the outstanding shares of the Common Stock by reason of a stock
dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Compensation Committee, hereinafter referred to, deems in its sole discretion to
be similar circumstances, the aggregate number and kind of shares which may be
issued under this Plan shall be appropriately adjusted in a manner determined in
the sole discretion of the Compensation Committee. Reacquired shares Common
Stock, as well as unissued shares, may be used for the purpose of this Plan.
3. Class of Persons Eligible to Receive Options:
All officers and key employees of the Company and of any present or
future Company parent or subsidiary corporation are eligible to receive an
option or options under this Plan. The individuals who shall, in fact, receive
an option or options shall be selected by the Compensation Committee hereinafter
referred to, in its sole discretion, except as otherwise specified in Section 4
hereof.
4. Administration of Plan:
(a) This Plan shall be administered by the Compensation Committee
(the "Committee") appointed by the Board of Directors. The Committee shall
consist of a minimum of three and a maximum of seven members of the Board of
Directors, each of whom shall be a "disinterested person" as defined in Rule
16b-3(d)(3) under the Securities Exchange Act of 1934, as amended, of the
Securities and Exchange Commission (hereafter the "SEC") or any future
corresponding rule. The Committee shall, in addition to its other authority and
subject to the provisions of this Plan, determine which individuals are eligible
to receive options under this Plan, which individuals shall in fact be granted
an option or options, whether the option shall be an incentive stock option or a
non-qualified stock option, the number of shares to be subject to each of the
options, the time or times at which the options shall be granted, the rate of
option exercisability, and, subject to Section 5 hereof, the price at which each
of the options is exercisable and the duration of the option.
1
(b) The Committee shall adopt such rules for the conduct of its
business and administration of this Plan as it considers desirable. A majority
of the members of the Committee shall constitute a quorum for all purposes. The
vote or written consent of a majority of the members of the Committee on a
particular matter shall constitute the act of the Committee on such matter. The
Committee shall have the right to construe the Plan and the options issued
pursuant to it, to correct defects and omissions and to reconcile
inconsistencies to the extent necessary to effectuate the Plan and the options
issued pursuant to it, and such action shall be final, binding and conclusive
upon all parties concerned. No member of the Committee or the Board of Directors
shall be liable for any act or omission (whether or not negligent) taken or
omitted in good faith, or for the exercise of an authority or discretion granted
in connection with the Plan to a Committee or the Board of Directors, or for the
acts or omissions of any other members of a Committee or the Board of Directors.
Subject to the numerical limitations on Committee membership set forth in
Section 4(a) hereof, the Board of Directors may at any time appoint additional
members of the Committee and may at any time remove any member of the Committee
with or without cause. Vacancies in the Committee, however caused, may be filled
by the Board of Directors, if it so desires.
5. Incentive Stock Options and Non-Qualified Stock Options:
(a) Options issued pursuant to this Plan may be either Incentive
Stock Options granted pursuant to Section 5(b) hereof or Non-Qualified Stock
Options granted pursuant to Section 5(c) hereof, as determined by the Committee.
An "Incentive Stock Option" is an option which satisfies all of the requirements
of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code")
and the regulations thereunder, and a Non-Qualified Stock Option is an option
which does not satisfy all of those requirements. The Committee may grant both
an Incentive Stock Option and a Non-Qualified Stock Option to the same person,
or more than one of each type of option to the same person. The option price for
Incentive Stock Options and Non-Qualified Stock Options issued under this Plan
shall be equal at least to the fair market value, as determined by the Committee
in accordance with its interpretation of the requirements of Section 422A of the
Code and the regulations thereunder, of the Company's Common Stock on the date
of the grant of the option.
(b) Incentive Stock Options issued pursuant to this Plan shall be
issued substantially in the form set forth in Appendix I hereof, which form is
hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Incentive Stock
Options shall not be exercisable after the expiration of ten years from the date
such options are granted, unless terminated earlier under the terms of the
option. At the time of the grant of an Incentive Stock Option hereunder, the
Committee may, in its discretion, modify or amend any of the option terms
contained in Appendix I for any particular optionee, provided that the option as
modified or amended satisfies the requirements of Section 422A of the Code and
the regulations thereunder. Each of the options granted pursuant to this Section
5(b) is intended, if possible, to be an "Incentive Stock Option" as that term is
defined in Section 422A of the Code and the regulations thereunder. In the event
this Plan or any option granted pursuant to this Section 5(b) is in any way
inconsistent with the applicable legal requirements of the Code or the
regulations thereunder for an Incentive Stock Option, this Plan and such option
shall be deemed automatically amended as of the date hereof to conform to such
legal requirements, if such conformity may be achieved by amendment.
(c) Non-Qualified Stock Options issued pursuant to this Plan shall
be issued substantially in the form set forth in Appendix II hereof, which form
is hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Non-Qualified Stock
Options shall expire ten years and ten days after the date they are granted,
unless terminated earlier under the option terms. At the time of granting a
Non-Qualified Stock Option hereunder, the Committee may, in its discretion,
modify or amend any of the option terms contained in Appendix II for any
particular optionee, provided that the option as modified or amended does not
expire more than ten years and ten days from the date of its grant.
(d) Neither the Company nor any of its current or future parents,
subsidiaries or affiliates, nor their officers, directors, stockholders, stock
option plan committees, employees or agents shall have any liability to any
2
optionee in the event (i) an option granted pursuant to Section 5(b) hereof does
not qualify as an "Incentive Stock Option" as that term is used in Section 422A
of the Code and the regulations thereunder; (ii) any optionee does not obtain
the tax benefits of such an Incentive Stock Option; or (iii) any option granted
pursuant to Section 5(c) hereof is an "Incentive Stock Option."
6. Modification, Amendment, Suspension and Termination:
Options shall not be granted pursuant to this Plan after the expiration
of ten years from the date the Plan is adopted by the Board of Directors of the
Company. The Board of Directors reserves the right at any time, and from time to
time, to modify or amend this Plan in any way, or to suspend or terminate it,
effective as of such date, which date may be either before or after the taking
of such action, as may be specified by the Board of Directors; provided,
however, that such action shall not affect options granted under the Plan prior
to the actual date on which such action occurred. If a modification or amendment
of this Plan is required by the Code or the regulations thereunder to be
approved by the stockholders of the Company in order to permit the granting of
"Incentive Stock Options" (as that term is defined in Section 422A of the Code
and regulations thereunder) pursuant to the modified or amended Plan, such
modification or amendment shall also be approved by the stockholders of the
Company in such manner as is prescribed by the Code and the regulations
thereunder. If the Board of Directors voluntarily submits a proposed
modification, amendment, suspension or termination for stockholder approval,
such submission shall not require any future modifications, amendments (whether
or not relating to the same provision or subject matter), suspensions or
terminations to be similarly submitted for stockholder approval.
7. Effectiveness of Plan:
This Plan shall become effective on the date of its adoption by the
Company's Board of Directors, subject however to approval by the holders of the
Company's Common Stock in the manner as prescribed in the Code and the
regulations thereunder. Options may be granted under this Plan prior to
obtaining stockholder approval, provided such options shall not be exercisable
until stockholder approval is obtained.
8. General Conditions:
(a) Nothing contained in this Plan or any option granted pursuant
to this Plan shall confer upon any employee the right to continue in the employ
of the Company or any affiliated or subsidiary corporation or interfere in any
way with the rights of the Company or any affiliated or subsidiary corporation
to terminate his employment in any way.
(b) Corporate action constituting an offer of stock for sale to
any employee under the terms of the options to be granted hereunder shall be
deemed complete as of the date when the Committee authorizes the grant of the
option to the employee, regardless of when the option is actually delivered to
the employee or acknowledged or agreed to by him.
(c) The term "parent corporation" and "subsidiary corporation" as
used throughout this Plan, and the options granted pursuant to this Plan, shall
(except as otherwise provided in the option form) have the meaning that is
ascribed to that term when contained in Section 422A(b) of the Code and the
regulations thereunder, and the Company shall be deemed to be the grantor
corporation for purposes of applying such meaning.
(d) References in this Plan to the Code shall be deemed to also
refer to the corresponding provisions of any future United States revenue law.
(e) The use of the masculine pronoun shall include the feminine
gender whenever appropriate.
3