Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 The Gillette Company 15 97K
2: EX-4.(I) Fiscal Agency Agreement 47 171K
3: EX-10.(B) Gillette Company Stock Equivalent Unit Plan 10 47K
4: EX-10.(C) Gillette Company Incentive Bonus Plan 7 37K
5: EX-10.(D) Gillette Company Executive Life Insurance Plan 11 35K
6: EX-10.(L) Gillette Estate Preservation Plan 8 35K
7: EX-10.(P) $1,000,000,000 364-Day Credit Agreement 91 266K
8: EX-12 Computation of Ratios of Current Assets 1 6K
9: EX-13 Portions of Annual Report 44 226K
10: EX-22 List of Subsidiaries 2 15K
11: EX-23 Consent of Kpmg Peat Marwick 1 9K
12: EX-24 Power of Attorney 2± 12K
13: EX-27 Financial Data Schedule 1 10K
EX-10.(B) — Gillette Company Stock Equivalent Unit Plan
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EXHIBIT 10(b)
THE GILLETTE COMPANY
STOCK EQUIVALENT UNIT PLAN, AS AMENDED
1. PURPOSE. The purpose of the Stock Equivalent Unit Plan is to provide an
incentive and reward to key salaried employees of The Gillette Company and
its subsidiaries who can make substantial contributions to the success of
the business. To that end, the Plan provides an opportunity for such key
salaried employees to participate in that success through awards of stock
equivalent units, subject to the conditions set forth in the Plan.
DEFINITIONS. Unless the context otherwise requires, the following words have
the following meanings for purposes of the Plan.
2.1 Basic stock unit - A stock equivalent unit awarded to a participant
pursuant to Section 4.2.
2.2 Committee - The Personnel Committee established by the Board of
Directors of the Company.
2.3 Company - The Gillette Company, a Delaware corporation.
2.4 Disability - Mental or physical disability, either occupational or
non-occupational in cause, which, in the opinion of the Committee, on the
basis of medical evidence satisfactory to it, prevents the employee from
engaging in any occupation or employment for wage or profit and is likely to
be permanent.
2.5 Dividend equivalent unit - A stock equivalent unit which is credited to
a participant's account as the result of conversion of amounts credited to
the account in respect of dividends, as provided in Section 5.2.
2.6 Employee - Any person, whether or not an officer or director of the
Company or any subsidiary, who is regularly employed by the Company or a
subsidiary on a salaried full-time basis, or who, under conditions approved
by the Committee, is regularly employed by the Company or subsidiary on a
salaried part-time basis.
2.7.1 Maturity date (with respect to awards made on or before 12/31/83) -
When used with respect to an award, March 15 of the tenth calendar year
following the calendar year in which the award was made.
2.7.2 Maturity date (with respect to awards made after 12/31/83) - When used
with respect to an award, March 15 of the seventh calendar year following
the calendar year in which the award was made.
2.8 Normal retirement date - In the case of any participant, the date
established by his employer as his normal retirement date (or, if no such
plan is maintained by his employer, the normal retirement date prescribed
under The Gillette Company Retirement Plan).
2.9 Plan - The Stock Equivalent Unit Plan set forth herein, as from time to
time amended.
2.10 Share - A share of the Company's common stock as the same is
constituted from time to time.
2.11 Stock equivalent unit - A measure of value equal in amount to the value
of one share at the time of reference.
2.12 Subsidiary - Any corporation in which the Company owns, directly or
indirectly, stock possessing fifty percent or more of the total combined
voting power of all classes of stock or over which the company has effective
operating control.
2.13(A) Total credits - When used with respect to an individual account, the
sum of (a) the excess, if any, of (i) the value of that number of shares
which is equal to the number of basic stock units credited to the account in
respect of awards in designated years, after adjustment for any prior
payments, over (ii) the value on the date of the respective awards of that
number of shares which corresponds, after adjustment for stock splits, stock
dividends and similar capital changes, to the number of basic stock units
referred to in (i), except that for awards made after 12/31/78, the amount
of the excess cannot exceed an amount equal to the value on the date of the
respective awards of that number of shares which corresponds, after
adjustment for stock splits, stock dividends and similar capital changes, to
the number of basic stock units referred to in (i), plus (b) the value of
that number of shares which is equal to the number of dividend equivalent
units then credited to the account in respect of such awards plus (c) any
amounts then credited to the account based on dividend payments attributable
to such awards which have not been converted into dividend equivalent units.
2.14 Value - When used with respect to a share.
(a) On the date of an award of basic stock units, the average of the
reported high and low sales prices of the shares as quoted on a composite
basis;
(b) For purposes of converting dividend credits into dividend equivalent
units, the average of the reported closing prices of the shares as quoted on
a composite basis on the last business day of the months of December,
January, and February immediately preceding the March 15 on which such
conversion occurs;
(c) For purposes of determining the amount payable in respect of an interest
which becomes vested or for purposes of determining the amount payable, in
cases not covered by (d) or (e) below, in respect of an interest which
previously became vested, the average of the reported closing prices of the
shares as quoted on a composite basis on the last business day of the twelve
calendar months immediately preceding the March 15 on which such vesting
occurs or the month in which such payment becomes payable;
(d) For purposes of determining the amount payable to a terminating
participant or to the estate of a deceased participant, the average of the
reported closing prices of the shares as quoted on a composite basis on the
last business day of the twelve calendar months immediately preceding the
month in which the participant's employment terminates or the participant
dies or the twelve consecutive calendar months including and ending with
that month if such termination or death occurs on or after the last business
day of that month;
(e) For purposes of determining the amount payable with respect to an award
on or after the maturity date thereof, the average of the reported closing
prices of the shares as quoted on a composite basis on the last business day
of the twelve calendar months immediately preceding such
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maturity date;
2.15 Unapproved Change in Control shall mean the happening of any one of the
following events, which, in each case, was not recommended to the
shareholders by a vote of at least two-thirds of the non-employee directors
of the Company then still in office who were in office two years prior to
such event:
(a) Any person within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "1934 Act"), other than the Company
or any of its subsidiaries, has become the beneficial owner, within the
meaning of Rule 13d-3 under the 1934 Act, of 20% or more of the combined
voting securities;
(b) A tender offer or exchange offer, other than an offer by the Company,
pursuant to which shares of the Company's common stock have been purchased;
(c) The stockholders or directors of the Company have approved an agreement
to merge or consolidate with or into another corporation and the Company is
not the surviving corporation or an agreement to sell or otherwise dispose
of all or substantially all of the Company's assets (including a plan of
liquidation); or
(d) During any period of two consecutive years, individuals who at the
beginning of such period constituted the board of directors cease for any
reason to constitute at least a majority thereof. For this purpose, new
directors who were elected, or nominated (or approved for nomination in the
case of nomination by a Committee of the Board) for election by shareholders
of the Company, by at least two thirds of the directors then still in office
who were, or are deemed to have been directors at the beginning of the
period, shall be deemed to have been directors at the beginning of the
period.
2.16 Approved Change in Control shall mean the happening of any one of the
following events, which, in each case was recommended to the shareholders by
a vote of at least two-thirds of the non-employee directors of the Company
then still in office who were in office two years prior to such event:
(a) Any person within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "1934 Act"), other than the Company or
any of its subsidiaries, has become the beneficial owner, within the meaning
of Rule 13d-3 under the 1934 Act, of 20% or more of the combined voting
securities;
(b) A tender offer or exchange offer, other than an offer by the Company,
pursuant to which shares of the Company's common stock have been purchased;
(c) The stockholders or directors of the Company have approved an agreement
to merge or consolidate with or into another corporation and the Company is
not the surviving corporation or an agreement to sell or otherwise dispose
of all or substantially all of the Company's assets (including a plan of
liquidation); or
(d) During any period of two consecutive years, individuals who at the
beginning of such period constituted the board of directors cease for any
reason to constitute at least a majority thereof. For this purpose, new
directors who were elected, or nominated (or approved for nomination in the
case of nomination by a Committee of the Board) for election by shareholders
of the Company, by the beginning of the period, shall be deemed to have been
directors at the beginning of the period.
ADMINISTRATION.
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3.1 The Plan shall be administered by the Personnel Committee heretofore
established by the Board of Directors of the Company no member of which
shall be an employee of the Company or of any subsidiary. The Committee
shall have authority, not inconsistently with the Plan, (a) to determine
which of the eligible employees of the Company and its subsidiaries shall be
awarded basic stock units; (b) to determine the times when basic stock units
shall be awarded and the number of basic stock units to be awarded to each
participant; (c) to determine the time or times when amounts may become
payable with respect to stock equivalent units within the limits provided in
the Plan; (d) to prescribe the form of the instruments evidencing any basic
stock units awarded under the Plan (which forms need not be identical); (e)
to adopt, amend and rescind rules and regulations for the administration of
the Plan and the stock equivalent units and for its own acts and
proceedings; and (f) to decide all questions and settle all controversies
and disputes which may arise in connection with the Plan. All decisions,
determinations and interpretations of the Committee shall be binding on all
parties concerned.
3.2 The maximum number of basic stock units which may be awarded under the
Plan is 41,400,000 subject to adjustment as determined by the Committee in
event of a dividend payable in shares, a stock split or a combination of
shares. No basic stock units may be awarded under the Plan after April 18,
2002.
PARTICIPATION.
4.1 The participants in the Plan shall be such key salaried employees as may
be selected from time to time by the Committee. Directors who are not
employees shall not be eligible. The employees to whom basic stock units are
awarded at any time may include employees to whom basic stock units were
previously granted under the Plan.
4.2 Awards of basic stock units shall be made from time to time by the
Committee in its discretion. In addition, with respect to any award, the
Committee shall have discretion to provide that all or any portion of that
award shall be contingent on achievement by the participant or by any unit
or units of the Company of any performance goal or goals over any period or
periods of time ending before March 15 of the third year following the date
of the award. Notwithstanding the above, the Committee may not award more
than 100,000 basic stock units to any participant in any calendar year
subject to adjustment as provided under Section 8.3.
INDIVIDUAL ACCOUNTS.
5.1 The Committee shall maintain a separate account for each award made
under the Plan. Each such account shall show the information necessary to
compute the participant's total credits in respect of each award, including
the number of basic stock units awarded to the participant, the value of an
equal number of shares on the date of the award, the amount credited to the
account in respect of dividends, as provided below, the number of dividend
equivalent units credited to the account and details as to any payments
under the Plan which are deducted from the account.
5.2 Whenever the Company pays a dividend (other than a stock dividend) upon
its outstanding
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common stock, there shall be credited to the separate account for each award
a dollar amount equal to the value of such dividend per share multiplied by
the number of stock equivalent units credited to the account on the record
date for such dividend. However, no such credits shall be made with respect
to any award after the maturity date thereof or after the date on which the
participant ceases to be an employee. As of March 15 in each year the
aggregate of the amounts so credited to the account since the prior March 15
shall be converted into a number of dividend equivalent units by dividing
such aggregate by the value of a share.
5.3 In the event of a dividend payable in shares, or in the event of a stock
split or combination of shares, the Committee shall make a corresponding
change in the number of basic stock units and dividend equivalent units then
credited to the account.
5.4 On the maturity date of an award, the total amount payable with respect
to such award shall become a fixed amount which will not change thereafter
except that the Committee may provide for the payment of interest beginning
at maturity on amounts whose payment is deferred to a date thereafter. Such
fixed amount shall be the total credits in respect of such award on such
maturity date.
5.5 Whenever a payment is made under the Plan to a participant with respect
to any award, there shall be a corresponding reduction in the number of
stock equivalent units and other amounts credited to the participant's
account in respect of such award, or in the case of a payment after maturity
date or after the date on which the participant ceases to be an employee, in
the amount then credited to the account. A similar reduction shall be made
if a participant forfeits any portion of his interest in any awards.
PAYMENT.
6.1 Payments to a participant under the Plan may be made from time to time
when segments of his total credits in respect of an award become vested, or
payment may be deferred, all in accordance with rules established from time
to time by the Committee.
6.2.1 With respect to awards made on or before 12/31/83 fifteen percent of
the total credits in respect of an award shall become vested on March 15 of
the fourth calendar year following the calendar year of the award, an
additional fifteen percent thereof (or, in cases of vesting after one or
more prior payments under Section 6.3, the applicable vesting percentage
thereof as provided below) shall become vested on March 15 of the fifth,
sixth, seventh, eighth, and ninth calendar years following the calendar year
of the award, and any unvested balance thereof shall become vested on the
maturity date of such award.
6.2.2 With respect to awards made after 12/31/83 twenty percent of the total
credits in respect of an award shall become vested on March 15 of the third
calendar year following the calendar year of the award, an additional twenty
percent thereof (or, in cases of vesting after one or more prior payments
under Section 6.3, the applicable vesting percentage thereof as provided
below) shall become vested on March 15 of the fourth, fifth, and sixth
calendar years following the calendar year of the award, and any unvested
balance thereof shall become vested on the maturity date of
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such award.
6.2.3 Such vesting as described above shall occur only if the participant is
an employee on the date of vesting and has been an employee continuously
since the date of the award. The total credits in respect of all awards not
at that time subject to any contingency pursuant to Section 4.2 shall become
fully vested if the participant, while an employee, dies, incurs a
disability, retires prior to his normal retirement date with the consent of
the Company and under conditions approved by the Committee, or retires on or
after his normal retirement date, and the total amount payable with respect
thereto shall become a fixed amount which will not change thereafter, except
that the Committee may provide for the payment of interest on amounts whose
payment is deferred to a date thereafter. If the employment of a participant
terminates as a result of the merger, sale or other absorption or
termination of operations of a subsidiary or a division, all credits in
respect of any such participant's award not at that time subject to any
contingency pursuant to Section 4.2 may become vested if the Committee, in
its sole discretion, determines such action to be in the best interests of
the Company, and the total amount payable with respect thereto shall become
a fixed amount which will not change thereafter, except that the Committee
may provide for the payment of interest on amounts whose payment is deferred
to a date thereafter. In connection with the determination of any
participant's vested rights under this paragraph 6.2.3, the Committee may
retroactively remove any contingency in effect pursuant to Section 4.2.
Notwithstanding the above, in the event of an Unapproved or Approved Change
in Control, if a participant retires prior to his normal retirement date the
consent of the Company shall not be required and all credits and all
contingencies with respect to the awards of such participant shall become
fully vested and immediately payable.
6.2.3.1 In the event of an Unapproved Change in Control, all contingencies
then in effect pursuant to Section 4.2 shall be automatically removed and
the total credits in respect of all awards of a participant shall become
fully vested and payable (1) upon termination of the employment of a
participant for any reason within one year of the Unapproved Change in
control, or (2) upon termination of the employment of a participant at any
time after an Unapproved Change in Control if such termination (a) is
initiated by the Company, except that termination for willful misconduct
shall not be treated as a termination under this subparagraph (2), or (b) is
initiated by the participant for Good Reason. In the event of an Approved
Change in Control, all contingencies then in effect pursuant to Section 4.2
shall be automatically removed and the total credits in respect of all
awards of a participant shall become fully vested and payable upon
termination of the employment of a participant after an Approved Change in
Control if such termination is (i) initiated by the Company, except that
termination for willful misconduct shall not be treated as a termination
under this sentence, or (ii) initiated by the participant for Good Reason.
Good Reason, as used herein, shall mean any of the following: Assignment of
any duties inconsistent with the position, duties, responsibilities and
status of the employee or reduction or adverse change in the nature or
status of responsibilities of the employee from those which existed on the
date immediately preceding an Approved or Unapproved Change in Control; any
reduction by the Company or any successor entity in the employees'
compensation including benefits, other than such reduction required by law
or required to maintain the tax-qualified status of any benefit Plan, from
those which existed on the date immediately preceding an Approved or
Unapproved Change in Control; or the Company or any successor entity
requiring the employee to be based at a location in excess
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of fifty miles from the location where the employee is based on the date
immediately preceding an Approved or Unapproved Change in Control.
"6.2.3.2 Notwithstanding any other provision of this Plan, (a) upon an
employer-initiated termination of employment of a participant pursuant to
the Restructuring Plan approved by the Board of Directors of the Company at
its meeting on December 18, 1986, or the Reorganization Plan approved by the
Board of Directors of the Company at its meeting on December 14, 1989 or the
1994 Realignment Plan and Parker Integration Plan, or (b) upon the sale or
other disposition of the unit, division or subsidiary in which a participant
is employed pursuant to the Restructuring Plan approved by the Board of
Directors of the Company at its meeting on December 18, 1986, or the
Reorganization Plan approved by the Board of Directors of the Company at its
meeting on December 14, 1989, which sale or other disposition results in the
participant no longer being employed by the Company or any of its
subsidiaries, or (c) upon the sale of the Jafra Cosmetics business pursuant
to a certain Acquisition Agreement dated January 26, 1998 ('Jafra Sale')
where a participant either (i) continues to be employed by Jafra immediately
following the Jafra Sale or (ii) is terminated from the employment of the
Company or any of its subsidiaries as a direct result of the Jafra Sale, all
contingencies then in effect pursuant to Section 4.2 shall be automatically
removed except with respect to contingencies which expire on February 19,
1987. Further, in such event, the total credits in respect of all awards of
a participant for which no contingencies remain in effect shall become fully
vested and the amount of such awards shall be fixed and payable. With
respect to awards or segments of awards which become vested under this
subparagraph or any other award or segment thereof which becomes payable by
reason of the participant's termination of employment, the participant may
elect to receive such awards upon termination of employment or may, prior to
the date participant's employment with the Company or any subsidiary
terminates, elect to defer such award in accordance with the provisions of
Paragraph 6.2.3 and rules established from time to time by the Committee.
Notwithstanding the above, the removal of contingencies and the granting of
vesting and deferral rights provided for in this Subparagraph 6.2.3.2 shall
serve as partial consideration for a settlement of all claims and disputes
which the participant may have against the Company, its subsidiaries,
employees and agents and shall be subject to the execution by the
participant of a release and settlement agreement in a form to be prescribed
by the Committee." Effective as of (Closing Date of Jafra Sale).
6.2.4 In order to make proper adjustment for any previous payments under
Section 6.3, the applicable vesting percentage to be used in computing
vested segments under the foregoing provisions of this Section 6.2 and in
computing the amount of a payment under Section 6.3 or Section 6.4 shall be
determined as follows:
(a) In computing such vested segment or the amount or a payment under
section 6.3 for awards made prior to 12/31/83, the applicable vesting
percentage to be applied to the total credits in respect of a particular
award shall be equal in value to a fraction whose numerator is fifteen (or
ten in the case of the final vested installment) and whose denominator is
(i) 100 minus (ii) fifteen multiplied by the number of vested segments
previously paid to the participant under Section 6.3. Payment of each vested
segment shall be considered a separate payment.
(b) In the case of a payment under section 6.4 for awards made prior to
12/31/83, the applicable vesting percentage to be applied to the total
credits in respect of a particular award shall be equal in value to a
fraction whose numerator is (i) fifteen multiplied by the number of segments
of the
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award which have become vested in accordance with the foregoing provisions
prior to the date on which the participant ceases to be an employee (but not
more than 100 minus (ii) fifteen multiplied by the number of vested
segments previously paid to the participant under Section 6.3, and whose
denominator is 100 minus (ii) above.
(c) In computing such vested segment or the amount or a payment under
section 6.3 for awards made after 12/31/83, the applicable vesting
percentage to be applied to the total credits in respect of a particular
award shall be equal in value to a fraction whose numerator is twenty and
whose denominator is (i) 100 minus (ii) twenty multiplied by the number of
vested segments previously paid to the participant under Section 6.3.
Payment of each vested segment shall be considered a separate payment.
(d) In the case of a payment under section 6.4 for awards made after
12/31/83, the applicable vesting percentage to be applied to the total
credits in respect of a particular award shall be equal in value to a
fraction whose numerator is (i) twenty multiplied by the number of segments
of the award which have become vested in accordance with the foregoing
provisions prior to the date on which the participant ceases to be an
employee (but not more than 100 minus (ii) twenty multiplied by the number
of vested segments previously paid to the participant under Section 6.3, and
whose denominator is 100 minus (ii) above.
6.3 Prior to any date on which a participant is to acquire a vested interest
or additional vested interest in the total credits in respect of an award,
the participant shall make an election, at the time and in a manner
specified by the Committee, as to the time when payment is to be made of the
segment or segments of such total credits which may become vested on such
date. The participant may elect (a) to receive payment within a reasonable
time after such date or (b) to defer payment in accordance with rules
established from time to time by the Committee. In the event of an Approved
or Unapproved Change in Control, the participant may, upon any date, revoke
his election to defer receipt of any or all interests in respect of an award
and the Company shall make payment to the participant of the value of any
vested interest or interests, within a reasonable time after such revocation
and with respect to interests which have not yet vested as of the date of
such revocation, within a reasonable time after such interests become
vested. If no such election is made, payment shall be made within a
reasonable time after the date on which such vested interest or additional
vested interest is acquired.
The amount of any payment shall be computed by multiplying the total credits
in respect of the award at the time of payment, or in the case of revocation
of an election to defer, at the time of such revocation, by the applicable
vesting percentage. The Committee may provide for the payment of interest
beginning upon maturity for amounts deferred beyond maturity.
6.4 If a participant ceases to be an employee for any reason not specified
in Section 6.2, his vested interest in respect of each award shall thereupon
become a fixed amount which will not change thereafter. Such fixed amounts
shall be determined by multiplying the total credits in respect of each
award on the date of termination of employment by the applicable vesting
percentage. The participant shall thereupon forfeit his interest in any
amounts then credited to his account to the extent his interest has not
become vested. Payment of vested interests shall be made in accordance with
rules established from time to time by the Committee.
6.5 If a participant dies prior to termination of his employment, an amount
equal to his total credits in respect of all awards not subject to any
contingency pursuant to Section 4.2 shall be paid to his executor or
administrator or as otherwise provided by law valued as of the date of
death.
6.6 All payments will be made in cash and will be subject to any required
tax withholdings.
AMENDMENT AND TERMINATION.
7.1 The Board of Directors of the Company or the Personnel Committee of the
Board of Directors if and to the extent authorized may at any time amend the
Plan for the purposes of satisfying the requirements of any changes in
applicable laws or regulations or for any other purpose which may be
permitted by law, except that neither the Board of Directors or the
Personnel Committee of the Board of Directors may, without the approval of
the stockholders of the Company, increase the maximum number of basic stock
units that may be awarded under the Plan or increase the time within which
basic stock units may be awarded, as provided in Section 3.2, or extend the
maturity date of an award beyond March 15 of the tenth calendar year
following the calendar year in which the award was made. Notwithstanding the
above, in the event of an Approved or Unapproved Change in Control, no
amendment to the Plan which provides for prospective Plan benefits and other
terms and conditions any less favorable to Plan participants than those
which existed prior to the amendment shall be effective unless it provides
that all contingencies which are then in existence be removed and all awards
which are unvested prior to such amendment shall become immediately vested
and payable.
7.2 The Board of Directors of the Company may terminate the Plan at any time
except that after an Approved or Unapproved Change in Control such Plan may
not be terminated without providing that all contingencies then in existence
shall be removed and all unvested awards shall become immediately vested and
payable.
7.3 No such amendment or termination shall adversely affect the rights of
any participant (without his consent) under any award previously made or
after an Approved Change in Control deprive a participant of a benefit or
right which became operative upon an Approved Change in Control or after an
Unapproved Change in Control deprive a participant of a benefit or right
which became operative upon an Unapproved Change in Control.
MISCELLANEOUS.
8.1 The interest under the Plan of any participant, his heirs or legatees
shall not be alienable by the participant, his heirs or legatees by
assignment or any other method and shall not be subject to being taken by
his creditors by any process whatsoever.
8.2 The Plan shall not be deemed to give any participant or employee the
right to be retained in the employ of the Company or any subsidiary nor
shall the Plan interfere with the fight of the Company or any subsidiary to
discharge any employee at any time.
8.3 In the event of a stock dividend, split-up or combinations of shares,
recapitalization for merger
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in which the Company is the surviving corporation or other similar capital
change, the number and kind of shares of stock or securities of the Company
to be used as a basis for granting awards under the Plan, the units then
outstanding or to be granted thereunder, the maximum number of basic stock
units which may be granted, the unit value and other relevant provisions
shall be appropriately adjusted by the Board of Directors of the Company,
whose determination shall be binding on all persons. In the event of a
consolidation or a merger in which the Company is not the surviving
corporation or complete liquidation of the Company, all outstanding basic
stock units and dividend equivalent units shall thereafter accrue no further
value, provided that at least twenty days prior to the effective date of any
such consolidation or merger, the Board of Directors shall either (a) make
all outstanding basic units and dividend equivalent units immediately vested
and payable, or (b) arrange to have the surviving corporation grant
replacement units to the participants.
MARCH, 1998
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 4/18/02 | | 4 |
| Filed on: | | 3/23/98 |
| | 1/26/98 | | 7 |
| For Period End: | | 12/31/97 | | | | | | | 11-K |
| List all Filings |
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