Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Digital Equipment Corp. 17 77K
2: EX-10.(F) 1995 Equity Plan 11 49K
3: EX-10.(G) 1995 Stock Option Plan for Non Employee Directors 6 26K
4: EX-10.(J) Retirement Arrangement for Non Employee Directors 4 15K
5: EX-10.(M) Employment Agreement - Bruce Clafin 5 21K
6: EX-11 Computation of Net Income (Loss) Per Common Share 2± 9K
7: EX-13 1992 Annual Report 64 313K
8: EX-21 List of Subsidiaries 2 14K
9: EX-23 Consent of Independent Accountants 1 8K
10: EX-27 Financial Data Schedule 1 10K
EX-10.(G) — 1995 Stock Option Plan for Non Employee Directors
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EXHIBIT 10(g)
DIGITAL EQUIPMENT CORPORATION
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
As Amended and Restated on June 12, 1997
Section 1 -- Purpose
The purpose of the 1995 Stock Option Plan for Nonemployee Directors (the
"Plan") is to increase the proprietary interest of nonemployee members of the
Board of Directors in the continued success of Digital Equipment Corporation
(the "Corporation") and to provide them with an incentive to continue to serve
as directors.
Section 2 -- Administration
The Plan shall be administered by the Compensation and Stock Option
Committee of the Board of Directors of the Corporation, or any successor
committee thereto. The Committee shall have responsibility finally and
conclusively to interpret the provisions of the Plan and to decide all questions
of fact arising in its application. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan.
Section 3 -- Type of Options
Options granted pursuant to the Plan shall be nonstatutory options which
are not intended to meet the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
Section 4 -- Eligibility
Directors of the Corporation who are not employees of the Corporation or
any subsidiary or affiliate thereof ("Nonemployee Directors") shall be eligible
to participate in the Plan. Each Nonemployee Director to whom options are
granted hereunder shall be a participant ("Participant") under the Plan.
Nonemployee Directors who were serving as directors of the Corporation on
January 1, 1995 are referred to herein as "Existing Nonemployee Directors."
Nonemployee Directors who commence service as directors of the Corporation after
January 1, 1995 are referred to herein as "New Nonemployee Directors."
Section 5 -- Stock Available under the Plan
Subject to adjustment as provided in Section 9 below, an aggregate of
50,000 shares of the Corporation's Common Stock, plus the number of shares of
Common Stock available for issuance under the Corporation's 1990 Stock Option
Plan for Nonemployee Directors as of the date of approval of the Plan by the
Corporation's stockholders, shall be available for issuance pursuant to the
provisions of the Plan. Such shares may be authorized and unissued shares or may
be shares issued and thereafter acquired by the Corporation. If an option
granted under the Plan or under the 1990 Plan shall expire or terminate for any
reason without having been exercised in whole or in part, the unpurchased shares
subject to such option shall again be available for subsequent option grants
under the Plan.
Section 6 -- Automatic Grant of Options
(a) In each year prior to 1997, on the date of the Corporation's Annual
Meeting of Stockholders, each Existing Nonemployee Director who continues in
office after said Annual Meeting, shall receive automatically and without
further action by the Board of Directors or the Committee, a grant of an option
to purchase 1,000 shares of Common Stock of the Corporation in accordance with
the provisions of Section 7, and subject to adjustment as provided in Section 9.
(b) In each year prior to 1997, on the date of the Corporation's Annual
Meeting of Stockholders, each New Nonemployee Director who continues in office
after said Annual Meeting, shall receive automatically and without further
action by the Board of Directors or the Committee, a grant of an option to
purchase 2,500 shares of Common Stock of the Corporation in accordance with the
provisions of Section 7, and subject to adjustment as provided in Section 9.
(c) Commencing with the date of the Corporation's Annual Meeting of
Stockholders in 1997, each year, on the date of the Corporation's Annual Meeting
of Stockholders, each Existing Nonemployee Director who is 65 years of age or
older as of the date of the Corporation's Annual Meeting of Stockholders in 1997
and who continues in office after said Annual Meeting, shall receive
automatically and without further action by the Board of Directors or the
Committee, a grant of an option to purchase 3,500 shares of Common Stock of the
Corporation in accordance with the provisions of Section 7, and subject to
adjustment as provided in Section 9.
(d) Commencing with the date of the Corporation's Annual Meeting of
Stockholders in 1997, each year, on the date of the Corporation's Annual Meeting
of Stockholders, each (a) New Nonemployee Director who continues in office after
said Annual Meeting and (b) Existing Nonemployee Director who is less than 65
years of age as of the date of the Corporation's Annual Meeting of Stockholders
in 1997 and who continues in office after said Annual Meeting, shall receive
automatically and without further action by the Board of Directors or the
Committee, a grant of an option to purchase 6,000 shares of Common Stock of the
Corporation in accordance with the provisions of Section 7, and subject to
adjustment as provided in Section 9.
Section 7 -- Terms and Conditions of Options
7.1 Exercise of Options.
(a) Each option granted under the Plan shall be exercisable at the rate
of 33% on the first and second anniversaries of the date such option was granted
and 34% on the third anniversary of the date such option was granted, subject to
the provisions of Section 8 hereof.
(b) Notwithstanding the provisions of paragraph (a) above, an option
granted to any Participant shall become immediately exercisable in full upon the
first to occur of:
(1) The death of any Participant, in which case the option may be
exercised by the Participant's executor or administrator, or if not so
exercised, by the legatees or distributees of his or her estate or by
such other person or persons to whom the Participant's rights under the
option shall pass by will or by the applicable laws of descent and
distribution;
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(2) Such time as the Participant ceases to be a director of the
Corporation by reason of his or her permanent disability; or
(3) Such time as the Participant retires from the Board of
Directors so long as he or she is at least 70 years of age and has
completed at least five years of service as a Director at the time of
such retirement.
(c) In the event that the Participant ceases to be a director of the
Corporation for any reason other than those specified in paragraph (b) above
prior to the time a Participant's option becomes fully exercisable, the option
will terminate with respect to the shares as to which the option is not then
exercisable and all rights of the Participant to such shares shall terminate
without further obligation on the part of the Corporation.
(d) In the event that the Participant ceases to be a director of the
Corporation after his or her option has become exercisable in whole or in part,
such option shall remain exercisable in whole or in part, as the case may be, in
accordance with the terms hereof.
(e) Options granted under the Plan shall expire ten years from the date
on which the option is granted, unless terminated earlier in accordance with the
Plan; provided, however, that in the event a Participant ceases to be a director
of the Corporation by reason of death, including without limitation in the event
that a Participant dies after ceasing to be a director of the Corporation by
reason of disability or retirement, any option granted to such Participant
hereunder shall expire one year from the date of the Participant's death
(whether or not this period ends after expiration of the exercise period).
7.2 Exercise Price.
The exercise price of an option shall be 100% of the fair market value
per share of Common Stock of the Corporation on the date the option is granted.
For purposes of the Plan, "fair market value" of a share of stock on any date
shall mean the average of the high and low selling prices of the Corporation's
Common Stock on the New York Stock Exchange Composite Transactions Index as of
the date of grant, or if the date of grant is not a business day, as of the last
business day for which prices are available prior to the date of grant.
7.3 Payment of Exercise Price.
(a) Subject to the terms and conditions of the Plan and the documentation
of the options pursuant to Section 7.5 hereof, an option granted hereunder
shall, to the extent then exercisable, be exercisable in whole or in part by
giving written notice to the Corporation stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares; provided, however, that there shall be no such exercise at any
one time as to fewer than one hundred (100) shares or all of the remaining
shares then purchasable by the person or persons exercising the option, if fewer
than one hundred (100) shares.
(b) Options granted under the Plan may be paid for by (i) delivery of
cash, bank draft, money order or a check to the order of the Corporation in an
amount equal to the exercise price of such options, (ii) by delivery to the
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Corporation of shares of Common Stock of the Corporation already owned by the
Participant having a fair market value equal in amount to the exercise price of
the option being exercised, provided that such method is consistent with
applicable tax laws, (iii) if permitted by applicable law, through the delivery
of an assignment to the Corporation of a sufficient amount of the proceeds from
the sale of Common Stock of the Corporation acquired upon exercise to pay for
all of the Common Stock so acquired and an authorization to the broker or
selling agent to pay that to the Corporation, or (iv) by any combination of such
methods of payment.
7.4 Rights as a Stockholder.
Except as specifically provided by the Plan, the grant of an option will
not give a Participant rights as a stockholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan, upon actual receipt of
Common Stock of the Corporation.
7.5 Documentation of Option Grants.
Option grants shall be evidenced by written instruments prescribed by the
Committee from time to time. The instruments may be in the form of agreements to
be executed by both the Participant and the Corporation or certificates, letters
or similar instruments, which need not be executed by the Participant but
acceptance of which will evidence agreement to the terms of the grant.
7.6 Nontransferability of Options.
No option granted under the Plan shall be assignable or transferable by
the Participant to whom it is granted, either voluntarily or by operation of
law, except by will or the laws of descent and distribution. During the life of
the Participant, the option shall be exercisable only by such person (or in the
event of incapacity, by the person or persons properly appointed to act on his
or her behalf).
7.7 Approvals.
The effectiveness of the Plan and of the grant of all options is subject
to the approval of the Plan by the affirmative vote of a majority of the shares
of the Corporation's Common Stock present in person or by proxy and entitled to
vote at a meeting of the stockholders at which the Plan is presented for
approval. Notwithstanding anything to the contrary in the Plan, no Options
granted hereunder shall become exercisable until such approval has been
received.
The Corporation's obligation to sell and deliver shares of stock under
the Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of the stock.
Section 8 -- Regulatory Compliance and Listing
(a) The issuance or delivery of any shares of stock subject to
exercisable Options hereunder may be postponed by the Committee for such period
as may be required to comply with any applicable requirements under the Federal
securities laws, any applicable listing requirements of any national securities
exchange or any requirements under any law or regulation applicable to the
issuance or delivery of such shares. The Corporation shall not be
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obligated to issue or deliver any such shares if the issuance or delivery
thereof would constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.
(b) Should any provision of this Plan require modification or be
unnecessary to comply with the requirements of Section 16 of and Rule 16b-3
under the Securities Exchange Act of 1934, as amended ("1934 Act"), the
Committee may waive such provision and/or amend this Plan to add to or modify
the provisions hereof accordingly.
(c) It is the Corporation's intent that the Plan comply in all respects
with Rule 16b-3 of the 1934 Act (or any successor or amended provisions thereof)
and any applicable Securities and Exchange Commission interpretations thereof.
If any provision of this Plan is deemed not to be in compliance with Rule 16b-3,
the provision shall be null and void.
Section 9 -- Adjustment in Event of Changes in Capitalization
In the event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Corporation's capitalization, or other
distribution with respect to holders of the Corporation's Common Stock other
than normal cash dividends, automatic adjustment shall be made in the number and
kind of shares as to which outstanding options or portions thereof then
unexercised shall be exercisable and in the available shares set forth in
Section 5 hereof, to the end that the proportionate interest of the option
holder shall be maintained as before the occurrence of such event. Such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share. Automatic adjustment
shall also be made in the number and kind of shares subject to options
subsequently granted under the Plan.
Section 10 -- No Right to Reelection
Nothing in the Plan shall be deemed to create any obligation on the part
of the Board of Directors or standing Committee thereof to nominate any
Nonemployee Director for reelection by the Corporation's stockholders, nor
confer upon any Nonemployee Director the right to remain a member of the Board
of Directors for any period of time, or at any particular rate of compensation.
Section 11 -- Amendment and Termination
(a) The Board of Directors shall have the right to amend, modify or
terminate the Plan at any time and from time to time; provided, however, that
unless required by law, no such amendment or modification shall (a) affect any
right or obligation with respect to any grant theretofore made; or (b) unless
previously approved by the stockholders, increase the number of shares of Common
Stock available for grants as provided in Section 5 hereof (as adjusted pursuant
to Section 9 hereof). In addition, no such amendment shall, unless previously
approved by the stockholders (where such approval is necessary to satisfy then
applicable requirements of federal securities laws, the Code or rules of any
stock exchange on which the Corporation's Common Stock is listed), (i) in any
manner affect the eligibility requirements set forth in Section 4 hereof, (ii)
except to the extent provided for in Section 9 hereof, increase the number of
shares of Common Stock subject to any option, (iii)
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except to the extent provided for in Section 9 hereof, change the purchase price
of the shares of Common Stock subject to any option, (iv) extend the period
during which options may be granted under the Plan, (v) materially increase the
benefits to Participants under the Plan, (vi) in any manner cause Rule 16b-3
under the 1934 Act (or any successor provision thereof) to become inapplicable
to this Plan; and provided further that, except to the extent permitted by Rule
16b-3, the provisions of this Plan specified in Rule 16b-3(c)(2)(ii)(A) (or any
successor or amended provision thereof) under the 1934 Act (including without
limitation, provisions of eligibility, amount, price and timing of awards) may
not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.
(b) Unless earlier terminated by the Board of Directors, the Plan shall
terminate on December 31, 2000; provided, however, that options which are
granted on or before this date shall remain exercisable in accordance with their
respective terms after the termination of the Plan.
Section 12 -- 1990 Plan
Upon approval of the Plan by the Corporation's stockholders, the
authority to grant options under the 1990 Stock Option Plan for Nonemployee
Directors shall expire. Options granted pursuant to the 1990 Stock Option Plan
for Nonemployee Directors shall remain outstanding and exercisable and subject
to the option agreement related thereto, or in accordance with such other terms
and conditions as the Committee shall determine.
Section 13 -- Governing Law
The Plan shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts.
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 12/31/00 | | 6 | | | | | None on these Dates |
| Corrected on: | | 9/19/97 |
| Filed on: | | 9/17/97 |
| For Period End: | | 6/28/97 |
| | 6/12/97 | | 1 |
| | 1/1/95 | | 1 |
| List all Filings |
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