\n
| \n | \n | \n |
| \n | \n | \n |
| WISCONSIN \n(State or other jurisdiction of \nincorporation or organization)\n | \n \n | 39-0178960 \n(I.R.S. Employer \nIdentification No.) | \n
| \n | \n | \n |
| 6555 West Good Hope Road \nP.O. Box 571 \nMilwaukee, Wisconsin \n(Address of Principal Executive Offices)\n | \n \n | 53201-0571 \n(Zip Code) | \n
| \n | \n | \n |
| \n | \n | \n |
| DAVID MATHIESON\n | \n\n | Copy to: | \n
| Vice President and Chief Financial Officer \nBrady Corporation \n6555 West Good Hope Road \nP.O. Box 571 \nMilwaukee, Wisconsin 53201-0571\n | \n \n | HOYT R. STASTNEY, ESQ. \nQuarles & Brady LLP \n411 East Wisconsin Avenue \nMilwaukee, Wisconsin 53202 | \n
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n\n | \n |
| \n | ||||||||||||||||
| \n\n | \n | \n | \n | \n | \n | \n | Proposed | \n\n | \n | Proposed | \n\n | \n | \n | \n | \n | |
| \n\n | \n | \n | \n | \n | \n | \n | Maximum | \n\n | \n | Maximum | \n\n | \n | Amount of | \n\n | \n | |
| \n\n | Title of Securities | \n\n | \n | Amount to be | \n\n | \n | Offering Price | \n\n | \n | Aggregate | \n\n | \n | Registration | \n\n | \n | |
| \n\n | to be Registered (1) | \n\n | \n | Registered (1) | \n\n | \n | Per Share | \n\n | \n | Offering Price | \n\n | \n | Fee | \n\n | \n | |
| \n | Class A Nonvoting\nCommon Stock,\npar value $.01 per share | \n \n | \n | 2,000,000 shares | \n\n | \n | (2) | \n\n | \n | $64,314,375(2) | \n\n | \n\n | $1,974.45 | \n\n | \n | |
| \n |
| (1) | \n\n | The Brady Corporation 2006 Omnibus Incentive Stock Plan (the “Plan”) provides for the\nissuance of up to 2,000,000 shares of Class A Nonvoting Common Stock, par value $.01 per share\n(“Class A Common Stock”). In addition to the shares set forth in the table, pursuant to Rule\n416 under the Securities Act of 1933 (the “Securities Act”), the amount to be registered\nincludes an indeterminate number of shares of Class A Common Stock that may become issuable as\na result of stock dividends, stock splits or similar transactions, as provided in the Plan. | \n
| (2) | \n\n | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)\nunder the Securities Act, at the rate of $30.70 per million, based upon: | \n
| \n | \n | \n | \n | \n | \n | \n |
| \n | \n | \n | \n | \n | \n | |
•\n | \n \n | the exercise price of $38.19 per share for the 212,500\nshares underlying options granted on November 30, 2006,\naggregating\n | \n\n | $ | \n8,115,375 | \n\n |
| \n | \n | \n | \n | \n | \n | |
•\n | \n \n | $31.44 per share, which is the average of the high and\nlow sales prices of the Registrant’s Class A Common Stock on\nthe New York Stock Exchange on March 14, 2007, for the\nremaining 1,787,500 shares available under the Plan,\naggregating\n | \n\n | $ | \n56,199,000 | \n\n |
\n | \n \n | \n | \n | \n | \n | \n |
\n | \n \n | Total\n | \n\n | $ | \n64,314,375 | \n\n |
\n
\n
\n\n
| \n | • | \n\n | Annual Report on Form 10-K of the Registrant for the year ended July 31, 2006. | \n
| \n | |||
| \n | • | \n\n | Quarterly Reports on Form 10-Q of the Registrant for the periods ended October\n31, 2006 and January 31, 2007. | \n
| \n | |||
| \n | • | \n\n | Current Reports on Form 8-K of the Registrant filed September 15, 2006,\nNovember 20, 2006, December 4, 2006, January 11, 2007, February 9, 2007 and\nFebruary 23, 2007 (incorporated only with respect to the\ninformation disclosed pursuant to Item 5.02). | \n
| \n | |||
| \n | • | \n\n | That portion of the Registrant’s Registration Statement on Form 8-A that\ndescribes the Registrant’s Class A Nonvoting Common Stock in Item 1 thereof, which\nincorporates the description from the description of Registrant’s Capital Stock\ncontained in the Registrant’s Registration Statement on Form S-3 (Registration\nStatement No. 333-04155), as updated by the description of Registrant’s Capital\nStock contained in the Registrant’s Registration Statement on Form S-3/A\n(Registration Statement No. 333-128023), and including any future amendment or\nreport filed for the purpose of updating such description. | \n
-1-\n
\n
\n\n
-2-\n
\n
\n\n
| \n | (1) | \n\n | To file, during any period in which offers or sales are being\nmade, a post-effective amendment to this registration statement: | \n
| \n | (i) | \n\n | To include any prospectus required by Section\n10(a)(3) of the Securities Act of 1933; | \n
| \n | |||
| \n | (ii) | \n\n | To reflect in the prospectus any facts or events\narising after the effective date of the registration statement (or the\nmost recent post-effective amendment thereof) which, individually or in\nthe aggregate, represent a fundamental change in the information set forth\nin the registration statement. Notwithstanding the foregoing, any\nincrease or decrease in volume of securities offered (if the total dollar\nvalue of securities offered would not exceed that which was registered)\nand any deviation from the low or high end of the estimated maximum\noffering range may be reflected in the form of prospectus filed with the\nCommission pursuant to Rule 424(b) if, in the aggregate, the changes in\nvolume and price represent no more than a 20% change in the maximum\naggregate offering price set forth in the “Calculation of Registration\nFee” table in the effective registration statement; | \n
| \n | |||
| \n | (iii) | \n\n | To include any material information with respect to\nthe plan of distribution not previously disclosed in the registration\nstatement or any material change to such information in the registration\nstatement; | \n
| \n | (2) | \n\n | That, for the purpose of determining any liability under the\nSecurities Act of 1933, each such post-effective amendment shall be deemed to\nbe a new registration statement relating to the securities offered therein,\nand the offering of such securities at that time shall be deemed to be the\ninitial bona fide offering thereof. | \n
| \n | |||
| \n | (3) | \n\n | To remove from registration by means of a post-effective\namendment any of the securities being registered which remain unsold at the\ntermination of the offering. | \n
| \n | (5) | \n\n | That, for the purpose of determining liability under the\nSecurities Act of 1933 to any purchaser: | \n
| \n | (i) | \n\n | If the Registrant is relying on Rule 430B: | \n
-3-\n
\n
\n\n
| \n | (ii) | \n\n | If the Registrant is subject to Rule 430C, each\nprospectus filed pursuant to Rule 424(b) as part of a registration\nstatement relating to an offering, other than registration statements\nrelying on Rule 430B or other than prospectuses filed in reliance on Rule\n430A, shall be deemed to be part of and included in the registration\nstatement as of the date it is first used after effectiveness. Provided,\nhowever, that no statement made in a registration statement or prospectus\nthat is part of the registration statement or made in a document\nincorporated or deemed incorporated by reference into the registration\nstatement or prospectus that is part of the registration statement will,\nas to a purchaser with a time of contract of sale prior to such first use,\nsupersede or modify any statement that was made in the registration\nstatement or prospectus that was part of the registration statement or\nmade in any such document immediately prior to such date of first use. | \n
| \n | (6) | \n\n | That, for the purpose of determining liability of the\nRegistrant under the Securities Act of 1933 to any purchaser in the initial\ndistribution of the securities: | \n
| \n | |||
| \n | \n | \n | The undersigned Registrant undertakes that in a primary offering of securities\nof the undersigned Registrant pursuant to this registration statement,\nregardless of the underwriting method used to sell the securities to the\npurchaser, if the securities are offered or sold to such purchaser by means of\nany of the following communications, the undersigned Registrant will be a\nseller to the purchaser and will be considered to offer or sell such securities\nto such purchaser: | \n
| \n | (i) | \n\n | Any preliminary prospectus or prospectus of the\nundersigned Registrant relating to the offering required to be filed\npursuant to Rule 424; | \n
| \n | |||
| \n | (ii) | \n\n | Any free writing prospectus relating to the offering\nprepared by or on behalf of the undersigned Registrant or used or referred\nto by the undersigned Registrant; | \n
| \n | |||
| \n | (iii) | \n\n | The portion of any other free writing prospectus\nrelating to the offering containing material information about the\nundersigned Registrant or its securities provided by or on behalf of the\nundersigned Registrant; and | \n
| \n | |||
| \n | (iv) | \n\n | Any other communication that is an offer in the\noffering made by the undersigned Registrant to the purchaser. | \n
-4-\n
\n
\n\n
-5-\n
\n
\n\n
| \n | \n | \n | \n | \n |
| \n | BRADY CORPORATION \n | \n \n | ||
| \n | By: | \n/s/ David Mathieson\n | \n\n | |
| \n | \n | David Mathieson, | \n\n | |
| \n | \n | Vice President and \nChief Financial Officer | \n \n | |
| \n |
| \n | \n | \n |
| Signature | \n\n | Title | \n
| \n | \n | |
/s/ Frank M. Jaehnert\n | \n \n | President and Chief Executive Officer; Director\n(Principal Executive Officer) | \n
| \n | \n | |
/s/ David Mathieson\n | \n \n | Vice President and Chief Financial Officer \n(Principal Financial Officer and Principal\nAccounting Officer) | \n
| \n | \n | |
/s/ Richard A. Bemis\n | \n \n | Director | \n
| \n | \n | |
/s/ Robert C. Buchanan\n | \n \n | Director | \n
| \n | \n | |
/s/ Mary K. Bush\n | \n \n | Director | \n
| \n | \n | |
/s/ Chan Galbato\n | \n \n | Director | \n
| \n | \n | |
/s/ Frank W. Harris\n | \n \n | Director | \n
S-1\n
\n
\n\n
| \n | \n | \n |
/s/ Frank R. Jarc\n | \n \n | Director | \n
| \n | \n | |
/s/ Peter J. Lettenberger\n | \n \n | Director | \n
| \n | \n | |
/s/ Gary E. Nei\n | \n \n | Director | \n
| \n | \n | |
/s/ Roger D. Peirce\n | \n \n | Director | \n
| \n | \n | |
/s/ Elizabeth P. Pungello\n | \n \n | Director | \n
S-2\n
\n
\n\n
| \n | \n | \n | \n | \n | \n | \n |
| Exhibit | \n\n | \n | \n | Incorporated Herein | \n\n | Filed | \n
| Number | \n\n | Description | \n\n | by Reference To | \n\n | Herewith | \n
| \n | \n | \n | \n | \n | \n | |
4.1\n | \n \n | Restated Articles of Incorporation\nof the Registrant\n | \n\n | Exhibit 4.1 to the\nRegistrant’s\nRegistration\nStatement on Form\nS-3 (Registration\nNo. 333-04155) | \n\n | \n |
| \n | \n | \n | \n | \n | \n | |
4.2\n | \n \n | Bylaws of the Registrant, as amended\n | \n\n | Exhibit 3.2 to the\nRegistrant’s\nCurrent Report on\nForm 8-K filed\nSeptember 15, 2006 | \n\n | \n |
| \n | \n | \n | \n | \n | \n | |
5\n | \n \n | Opinion of Quarles & Brady LLP\n | \n\n | \n | \n | X | \n
| \n | \n | \n | \n | \n | \n | |
23.1\n | \n \n | Consent of Deloitte & Touche LLP\n | \n\n | \n | \n | X | \n
| \n | \n | \n | \n | \n | \n | |
23.2\n | \n \n | Consent of Quarles & Brady LLP\n | \n\n | \n | \n | Contained in\nExhibit 5 | \n
| \n | \n | \n | \n | \n | \n | |
24\n | \n \n | Power of Attorney\n | \n\n | \n | \n | Contained in\nSignatures page to\nthis Registration\nStatement | \n
| \n | \n | \n | \n | \n | \n | |
99\n | \n \n | Brady Corporation 2006 Omnibus \nIncentive Stock Plan, as amended\n | \n \n | \n | \n | X | \n
E-1\n
\n
| \n | \n | \n | \n | \n |
| \n | \n | \n | \n | |
\n | \n \n | Re:\n | \n\n | Brady Corporation 2006 Omnibus Incentive Stock Plan | \n
| \n | 1. | \n\n | The Company is a corporation incorporated and validly existing under the laws\nof the State of Wisconsin. | \n
| \n | |||
| \n | 2. | \n\n | The Shares to be sold from time to time pursuant to the Plan which are\noriginal issuance or treasury shares, when issued as and for the consideration\ncontemplated by the Registration Statement and the Plan, will be validly issued, fully\npaid and nonassessable by the Company, subject to the personal liability which may be\nimposed on shareholders by former Section 180.0622(2)(b) of the Wisconsin Business\nCorporation Law, as judicially interpreted, for debts incurred prior to June 14, 2006\n(for debts incurred on or after such date, Section | \n
\n
\n
\n\n
| \n | \n | \n | 180.0622(2)(b) has been repealed) owing to employees for services performed, but\nnot exceeding six months service in any one case. | \n
| \n | \n | \n | \n | \n |
| \n | Very truly yours, \n | \n \n | ||
| \n | /s/ Quarles & Brady LLP\n | \n\n | ||
| \n | \n | \n | ||
| \n | QUARLES & BRADY LLP | \n\n |
\n
\n\n
\n
\n\n
| \n | (a) | \n\n | “Affiliates” means any “subsidiary corporation” or “parent\ncorporation” as such terms are defined in Section 424 of the Code. | \n
| \n | |||
| \n | (b) | \n\n | “Agreement” means a written agreement (including any\namendment or supplement thereto) between the Corporation and a Participant\nspecifying the terms and conditions of an Award. | \n
| \n | |||
| \n | (c) | \n\n | “Award” shall mean the grant of any form of Stock Option,\nRestricted Stock or Restricted Stock Units. | \n
| \n | |||
| \n | (d) | \n\n | “Board” shall mean the Board of Directors of the Corporation. | \n
| \n | |||
| \n | (e) | \n\n | “Code” shall mean the Internal Revenue Code of 1986, as\namended from time to time. | \n
\n
\n
\n\n
| \n | (f) | \n\n | “Committee” shall mean the Committee described in Section\n4.01. | \n
| \n | |||
| \n | (g) | \n\n | “Corporation” shall mean Brady Corporation, a Wisconsin\ncorporation. | \n
| \n | |||
| \n | (h) | \n\n | “Corporation Stock” shall mean the Corporation’s Class A\nNon-Voting Common Stock, $.01 par value, and such other stock and securities\nas may be substituted therefor pursuant to Section 3.02. | \n
| \n | |||
| \n | (i) | \n\n | “Eligible Employee” shall mean any regular salaried employee\nof the Corporation or an Affiliate, including an employee who is a member of\nthe Board, who satisfies the requirements of Section 5.01. | \n
| \n | |||
| \n | (j) | \n\n | “Exercise Period” shall mean the period of time provided\npursuant to Section 6.05 within which a Stock Option may be exercised. | \n
| \n | |||
| \n | (k) | \n\n | “Fair Market Value” on any date shall mean, with respect to\nCorporation Stock, if the stock is then listed and traded on a registered\nnational securities exchange, or is quoted in the NASDAQ National Market\nSystem, the average of the high and low sale prices recorded in composite\ntransactions for such date or, if such date is not a business day or if no\nsales of Corporation Stock shall have been reported with respect to such date,\nthe next preceding business date with respect to which sales were reported.\nIn the absence of reported sales or if the stock is not so listed or quoted,\nbut is traded in the over-the-counter market, Fair Market Value shall be the\naverage of the closing bid and asked prices for such shares on the relevant\ndate. | \n
| \n | |||
| \n | (l) | \n\n | “Participant” means an Eligible Employee who has been granted\nan Award under this Plan. | \n
| \n | |||
| \n | (m) | \n\n | “Performance Goals” means the performance goals established\nby the Committee prior to the grant of any Award of Stock Options, Restricted\nStock or Restricted Stock Units intended to qualify as “performance-based\ncompensation” under Section 162(m) of the Code. Performance Goals may be\nestablished at the Company or business unit level and may be based upon the\nattainment of goals relating to one or more of the following business criteria\nmeasured on an absolute basis or in terms of growth or reduction: revenue,\nexpenses, net income (pre-tax or after-tax and with adjustments as\nstipulated), earnings per share, return on equity, return on assets, return on\ntangible book value, operating income, earnings before depreciation, interest,\ntaxes and amortization (EBDITA), loss ratio, expense ratio, increase in stock\nprice, total shareholder return, economic value added and operating cash flow.\nThe Committee may establish other subjective or objective performance goals,\nincluding individual goals, which it deems appropriate. | \n
| \n | |||
| \n | (n) | \n\n | “Person” means any individual or entity, and the heirs,\npersonal representatives, executors, administrators, legal representatives,\nsuccessors and assigns of such Person as the context may require. | \n
\n
\n
\n\n
| \n | (o) | \n\n | “Plan” shall mean the Brady Corporation 2006 Omnibus\nIncentive Stock Plan, as set forth herein, as it may be amended from time to\ntime. | \n
| \n | |||
| \n | (p) | \n\n | “Restricted Stock” means shares of Corporation Stock granted\nto a Participant under Article VII. | \n
| \n | |||
| \n | (q) | \n\n | “Restricted Stock Unit” means an Award granted to a\nParticipant under Article VIII. | \n
| \n | |||
| \n | (r) | \n\n | “Stock Option” means an option to purchase a stated number of shares of Corporation Stock at the price set forth in an Agreement. A Stock\nOption may be either a Nonqualified Stock Option or an Incentive Stock Option. | \n
\n
\n
\n\n
| \n | (a) | \n\n | designate the Eligible Employees to whom Awards shall be granted; | \n
| \n | |||
| \n | (b) | \n\n | grant Awards in such form and amount as the Committee shall\ndetermine; | \n
| \n | |||
| \n | (c) | \n\n | impose such limitations, restrictions and conditions upon any such\nAward as the Committee shall deem appropriate, including conditions (in\naddition to those contained in this Plan) (i) on the exercisability of all or\nany portion of a Stock Option, (ii) on the transferability or forfeitability\nof Restricted Stock or (iii) requiring an Eligible Employee to retain all or\na portion of the Corporation Stock for a period of time following the exercise\nof a Stock Option, the vesting of Restricted Stock or the payment of\nRestricted Stock Units; | \n
| \n | |||
| \n | (d) | \n\n | prescribe the form of Agreement with respect to each Award; | \n
| \n | |||
| \n | (e) | \n\n | waive in whole or in part any limitations, restrictions or conditions\nimposed upon any such Award as the Committee shall deem appropriate (including\naccelerating the time at which any Stock Option may be exercised or the time\nat which Restricted Stock may become transferable or nonforfeitable); | \n
| \n | |||
| \n | (f) | \n\n | make adjustments in the terms and conditions of a Performance Goal in\nrecognition of unusual or nonrecurring events affecting the Company or the\nfinancial statements of the Company or of changes in applicable laws,\nregulations, or accounting principles, whenever the Committee determines that\nsuch adjustments are appropriate in order to prevent dilution or enlargement\nof the benefits or potential benefits intended to be made available under the\nPlan, provided that no such adjustment shall be authorized to the extent that\nsuch adjustment would be inconsistent with the Plan’s or any Performance Award\nmeeting the requirements of Section 162(m) of the Code; and | \n
| \n | |||
| \n | (g) | \n\n | determine the extent to which leaves of absence for governmental or\nmilitary service, illness, temporary disability and the like shall not be\ndeemed interruptions of continuous employment. | \n
\n
\n
\n\n
| \n | (a) | \n\n | no Stock Option granted under this Plan to any Person subject to the\nreporting requirements of Section 16(b) of the Securities and Exchange Act of\n1934 may be exercised until at least six months from the later of (i) the date\nof grant or (ii) shareholder approval of the Plan, and | \n
| \n | |||
| \n | (b) | \n\n | no Stock Option shall be exercisable after the expiration of ten (10)\nyears from the date the Stock Option is granted. Each Agreement with respect\nto a Stock Option shall state the period or periods of time within which the\nStock Option may be exercised by the Participant, in whole or in part. | \n
\n
\n
\n\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n | |
| Years After | \n\n | \n | \n | \n | |||||
| Date of Grant | \n\n | \n | \n | \n | \n | \n | Percentage of Shares | \n\n | |
| Less than 1 | \n\n | \n | \n | \n | \n | 0% | \n\n | ||
| 1 but less than 2 | \n\n | \n | \n | \n | \n | 33-1/3% | \n\n | ||
| 2 but less than 3 | \n\n | \n | \n | \n | \n | 66-2/3% | \n\n | ||
| 3 or more | \n\n | \n | \n | \n | \n | \n\n | \n | 100% | \n\n |
| \n | (a) | \n\n | The aggregate Fair Market Value of Corporation Stock (determined as\nof the date the stock option is granted) with respect to which ISOs are\nexercisable for the first time during a calendar year may not exceed $100,000.\nTo the extent that the value of the stock subject to options exceeds that\namount, the excess shall be considered to be NSOs, with the determination to\nbe made in the order the options are granted. | \n
| \n | |||
| \n | (b) | \n\n | Employees who own, directly or indirectly, within the meaning of Code\nSection 425(d), more than 10% of the voting power of all classes of stock of\nthe Corporation or any parent or subsidiary corporation shall not be eligible\nto receive an ISO hereunder unless the purchase price per share under such\noption is at least 110% of the Fair Market Value of the stock subject to the\noption and such option by its terms is not exercisable after the expiration of\nfive (5) years from the date such option is granted | \n
\n
\n
\n\n
| \n | (c) | \n\n | To obtain favorable ISO tax treatment, the option must be exercised\nwhile the Participant is an employee, or within three months after the\nParticipant’s termination as an employee; provided that, in the case of\ntermination on account of disability (as defined in Section 22(e)(3) of the\nCode), the exercise period may be extended to one year; and further provided\nthat the employment requirement is waived in the case of the participant’s\ndeath. | \n
| \n | \n | \n | “The transferability of this certificate and the shares of stock represented hereby are subject\nto the terms and conditions (including forfeiture) of the Brady Corporation 2004 Omnibus\nIncentive Stock Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are\non file at the offices of the Brady Corporation.” | \n
| \n | (a) | \n\n | Until the applicable restrictions lapse, the Participant shall not be\npermitted to sell, assign, transfer, exchange, pledge, hypothecate or\notherwise dispose of or encumber shares of Restricted Stock. | \n
| \n | |||
| \n | (b) | \n\n | Unless and until a forfeiture of the Restricted Stock, the\nParticipant shall have, with respect to the shares of Restricted Stock, all of\nthe rights of a shareholder of the Corporation, including the right to vote\nthe shares (if applicable) and the right to receive any cash dividends.\nUnless otherwise determined by the Committee, cash dividends shall be\nautomatically paid | \n
\n
\n
\n\n
| \n | \n | \n | in cash and dividends payable in Corporation Stock shall be paid in the\nform of additional Restricted Stock. | \n
| \n | |||
| \n | (c) | \n\n | Except to the extent otherwise provided in the applicable Restricted\nStock Agreement and (d) below, all shares still subject to restriction shall\nbe forfeited by the Participant upon termination of a Participant’s employment\nfor any reason. | \n
| \n | |||
| \n | (d) | \n\n | In the event of hardship or other special circumstances of a\nParticipant whose employment is involuntarily terminated (other than for\ncause), the Committee may waive in whole or in part any or all remaining\nrestrictions with respect to such Participant’s shares of Restricted Stock. | \n
| \n | |||
| \n | (e) | \n\n | If and when the applicable restrictions lapse, unlegended\ncertificates for such shares shall be delivered to the Participant. | \n
| \n | |||
| \n | (f) | \n\n | Each Award shall be confirmed by, and be subject to the terms of, a\nRestricted Stock Agreement. | \n
\n
\n
\n\n
| \n | (a) | \n\n | if the Participant’s employment is terminated by the death of the\nParticipant, any unexercised, unexpired Stock Options granted hereunder to the\nParticipant shall be 100% vested and fully exercisable, in whole or in part,\nat any time within one year after the date of death, by the Participant’s\npersonal representative or by the person to whom the Stock Options are\ntransferred under the Participant’s last will and testament or the applicable\nlaws of descent and distribution; | \n
| \n | |||
| \n | (b) | \n\n | if the Participant dies within 90 days after termination of\nemployment by the Corporation or its Affiliates, other than for cause, any\nunexercised, unexpired Stock Options granted hereunder to the Participant and\nexercisable as of the date of such termination of employment shall be | \n
\n
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| \n | \n | \n | exercisable, in whole or in part, at any time within one year after the\ndate of death, by the Participant’s personal representative or by the\nperson to whom the Stock Options are transferred under the Participant’s\nlast will and testament or the applicable laws of descent and\ndistribution; | \n
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| \n | (c) | \n\n | if the Participant’s employment is terminated as a result of the\ndisability of the Participant (a disability means that the Participant is\ndisabled as a result of sickness or injury, such that he or she is unable to\nsatisfactorily perform the material duties of his or her job, as determined by\nthe Board of Directors, on the basis of medical evidence satisfactory to it),\nany unexercised, unexpired Stock Options granted hereunder to the Participant\nshall become 100% vested and fully exercisable, in whole or in part, at any\ntime within one year after the date of disability; | \n
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| \n | (d) | \n\n | if the Participant’s employment is terminated as a result of the\nParticipant’s retirement (after age 55 with ten years of employment with the\nCorporation or an Affiliate or after age 65), any unexercised, unexpired Stock\nOptions granted hereunder to the Participant and exercisable as of the date of\nsuch retirement may be exercised by the Participant at any time within one\nyear after the date of retirement; and | \n
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| \n | (e) | \n\n | if the Participant’s employment is terminated by the Company or an\nAffiliate for any reason other than the Participant’s death, disability or\nretirement of the Participant or for cause, any unexercised, unexpired Stock\nOptions granted hereunder and exercisable as of the date of such termination\nof employment shall be exercisable in whole or in part at any time within 90\ndays after such date of termination. | \n
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