View:
As filed with the Securities and Exchange Commission on
October 21, 1997
Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VAIL RESORTS, INC.
(Exact name of registrant as specified in its character)
Delaware 51-0291762
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
137 Benchmark Road
Avon, Colorado 81620
(970) 476-5601
(Address of Principal Executive Offices)
Vail Resorts, Inc.
1993 Stock Option Plan
1996 Long Term Incentive and Share Award Plan
James S. Mandel, Esq.
Vail Resorts, Inc.
Post Office Box 7
Vail, Colorado 81658
(970) 476-5601
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
James J. Clark, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
EXHIBIT 4(A)
VAIL RESORTS, INC.
1993 STOCK OPTION PLAN
1. Purpose.
The purpose of this 1993 Stock Option Plan (the "Plan") of Gillett
Holdings, Inc., a Delaware corporation (the "Company"), is to secure for the
Company and its stockholders the benefits arising from stock ownership by
selected key employees, directors, consultants and advisers of the Company or
its subsidiaries, as the Committee (hereinafter defined) may from time to time
determine. The Plan will provide a means whereby (i) such employees may purchase
shares of the Common Stock of the Company pursuant to options which will qualify
as "incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and (ii) such employees or other persons may
purchase shares of the Common Stock of the Company pursuant to "non-incentive"
or "non-qualified" stock options. The Plan has been duly adopted by the Board of
Directors and the stockholders of the Company.
2. Administration.
The Plan shall be administered by a Stock Option Committee (the
"Committee") consisting of two or more directors to whom administration of the
Plan has been duly delegated. The Committee shall be appointed by the Board of
Directors of the Company, but no director shall be appointed to the Committee
who has been granted or awarded equity securities of the Company pursuant to the
Plan or (except as described in paragraph (c)(2)(i) of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended) any other plan of the
Company or its affiliates during the period of one year prior to such
appointment. Any action of the Committee with respect to administration of the
Plan shall be taken by a majority vote or written consent of its members.
Subject to the provisions of the Plan, the Committee shall have authority
(i) to construe and interpret the Plan, (ii) to define the terms used herein,
(iii) to prescribe, amend and rescind rules and regulations relating to the
Plan, (iv) to determine the individuals to whom and the time or times at which
options shall be granted, whether such options will be incentive stock options
or non-qualified stock options, the number of shares to be subject to each
option, the option
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price, the number of installments, if any, in which each option may be
exercised, and the duration of each option, and the other terms and conditions
of each option grant not inconsistent with the Plan (which need not be
identical), (v) to approve and determine the duration of leaves of absence which
may be granted to participants without constituting a termination of their
employment for the purposes of the Plan, and (vi) to make all other
determinations necessary or advisable for the administration of the Plan. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all participants in the Plan and their legal representatives and
beneficiaries.
3. Shares Subject to the Plan.
Subject to adjustment as provided in paragraph 15 hereof, the shares to be
offered under the Plan shall consist of the Company's authorized but unissued
Common Stock, and the aggregate amount of such stock which may be issued upon
exercise of all options under the Plan shall not exceed Two Million Forty-Five
Thousand Five Hundred Ten (2,045,510) of such shares. If any option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject thereto shall again be
available for options to be granted under the Plan.
4. Eligibility and Participation.
All key employees, directors (other than Committee members), consultants
and advisers of the Company or of any subsidiary corporation (as defined in
Section 425(f) of the Code) shall be eligible for selection to participate in
the Plan, except that only regular employees of the Company or a subsidiary may
receive incentive stock options under the Plan. An individual who has been
granted an option may, if such individual is otherwise eligible, be granted an
additional option or options if the Committee shall so determine, subject to the
other provisions of the Plan. No incentive stock option may be granted to any
person who, at the time the incentive stock option is granted, owns shares of
the Company's outstanding Common Stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company (and of
its affiliates, if applicable), unless the exercise price of such options is at
least 110 percent (110%) of the fair market value of the stock subject to the
option and such option by its terms is not exercisable after the expiration of
five years from the date such option is granted.
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The aggregate fair market value (determined at the time the options are
granted) of the shares covered by incentive stock options granted to any one
employee under this Plan or any other incentive stock option plan of the Company
which may become exercisable for the first time in any one calendar year shall
not exceed $100,000; provided, however, that if the Code or the regulations
thereunder shall permit a greater amount of incentive stock options to vest in
any calendar year, then such higher limit shall be applicable, subject to the
provisions of the specific option agreement.
All options granted under the Plan shall be granted within ten years from
March 25, 1993 (the date of adoption of the Plan by the Board of Directors).
5. Duration of Options.
Each option and all rights associated therewith shall expire on such date
as the Committee may determine, and shall be subject to earlier termination as
provided herein; provided, however, that in the case of incentive stock options,
each incentive stock option and all rights associated therewith shall expire in
any event within ten (10) years of the date on which such incentive stock option
is granted.
6. Purchase Price.
The purchase price of the stock covered by each option shall be determined
by the Committee but, in the case of incentive stock options, shall be not less
than one hundred percent (100%) of the fair market value of such stock on the
date the incentive stock option is granted. The purchase price of the shares
upon exercise of an option shall be paid in full at the time of exercise (i) in
cash or by check payable to the order of the Company, (ii) by delivery of shares
of Common Stock of the Company which have been owned by the option holder for
over six months, and which are in the possession of the option holder, (iii) by
delivery to a broker of a copy of the notice of exercise, specifying the number
of options to be exercised and instructing the broker to sell the shares
issuable upon exercise of the option and to deliver to the Company from the sale
proceeds of such shares an amount equal to the exercise price of the options, or
(iv) if authorized by the Committee or if specified in the option being
exercised, by a promissory note made by option holder in favor of the Company,
upon the terms and conditions determined by the Committee and secured by the
shares issuable upon exercise, complying with applicable law (including, without
limitation, state corporate
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and federal margin requirements), or any combination thereof. Shares of Common
Stock used to satisfy the exercise price of an option shall be valued at their
fair market value determined (in accordance with paragraph 8 hereof) as of the
close of the business day immediately preceding the date of exercise. Deliveries
of cash, shares, and notices to the Company shall be directed to the Secretary
of the Company.
7. Exercise of Options.
Each option granted under this Plan shall be exercisable in such
installments during the period prior to its expiration date as the Committee
shall determine, but in no event shall any option be exercisable for at least
six months after the date of grant. Unless otherwise determined by the
Committee, if the option holder shall not in any given installment period
purchase all of the shares which the option holder is entitled to purchase in
such installment period, then the option holder's right to purchase any shares
not purchased in such installment period shall continue until the expiration
date or sooner termination of the option holder's option. No option may be
exercised for a fraction of a share and no partial exercise of any option may be
for less than one hundred (100) shares.
8. Fair Market Value of Common Stock.
The fair market value of a share of Common Stock of the Company shall be
determined for purposes of the Plan by reference to the closing price on the
principal stock exchange on which such shares are then listed, or if such shares
are not then listed on a stock exchange, by reference to the closing price (if a
National Market issue) or the mean between the bid and asked price (if other
over-the-counter issue) of a share as supplied by the National Association of
Securities Dealers through NASDAQ (or its successor in function), in each case
as reported by The Wall Street Journal, for the business day immediately
preceding the date on which the option is granted or exercised (or, if for any
reason no such price is available, in such other manner as the Committee may
deem appropriate to reflect the then fair market value thereof). If at any
relevant time the Company's shares are not publicly traded and listed on a stock
exchange or quoted by NASDAQ, then the fair market value shall be determined by
the Board of Directors or the Committee by reference to such factors as it deems
appropriate, including most recent sale price of the Company's common stock, the
earnings history, book value and prospects of the Company,
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which determination shall be conclusive and binding on all option holders.
9. Withholding Tax.
Upon (i) the disposition by an employee or other person of shares of Common
Stock acquired pursuant to the exercise of an incentive stock option granted
pursuant to the Plan within two years of the granting of the incentive stock
option or within one year after exercise of the incentive stock option or (ii)
the grant to or exercise by an employee or other person of "non-incentive" or
"non-qualified" options, the Company shall have the right to require such
employee or other person to pay the Company the amount of any taxes which the
Company, in its sole determination, maybe required to withhold with respect to
such shares. Grants under the Plan may provide that participants may elect to
have the Company withhold shares to satisfy their minimum statutory withholding
requirement with the value of withheld shares based upon the Fair Market Value
on the date the tax withholding is required to be made.
10. Non-Transferability.
All options granted under the Plan shall, by their terms, be
non-transferable by the option holder, either voluntarily or by operation of
law, otherwise than by will or the laws of descent and distribution, and shall
be exercisable during the option holder's lifetime only by the option holder,
regardless of any community property interest therein of the spouse of the
option holder, or such spouse's successors in interest. If the spouse of the
option holder shall have acquired a community property interest in any such
option, the option holder, or the option holder's permitted successors in
interest, may exercise the option on behalf of the spouse of the option holder
or such spouse's successors in interest.
11. Holding of Stock After Exercise of Option.
Any option may provide that the option holder, by accepting such option,
represents and agrees, for the option holder and the option holder's permitted
transferees (by will or the laws of descent and distribution), that none of the
shares purchased upon exercise of the option will be acquired with a view to any
sale, transfer or distribution of said shares in violation of the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder, or
any applicable state "blue sky" laws, and the person entitled to exercise the
same shall furnish evidence satisfactory to the
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Company (including a written and signed representation) to that effect in form
and substance satisfactory to the Company, including an indemnification of the
Company in the event of any violation of the Securities Act of 1933 or state
blue sky laws by such person.
12. Termination of Employment.
If a holder of an incentive stock option ceases to be employed by the
Company or one of its subsidiaries for any reason other than the option holder's
death or permanent disability (within the meaning of Section 105(d)(4) of the
Code), the option holder's incentive stock option shall be exercisable for a
period of three (3) months after the date the option holder ceases to be an
employee of the Company or such subsidiary (unless by its terms it sooner
expires) to the extent exercisable on the date of such cessation of employment
and shall thereafter expire and be void and of no further force or effect. A
leave of absence approved in writing by the Committee shall not be deemed a
termination of employment for the purposes of this paragraph 12, but no
incentive stock option may be exercised during any such leave of absence, except
during the first three (3) months thereof. Termination of employment or other
relationship with the Company by the holder of a non-qualified stock option will
have the effect specified in the individual option agreement, as determined by
the Committee.
13. Death or Permanent Disability of Option Holder.
If the holder of an incentive stock option dies or becomes permanently
disabled while the option holder is employed by the Company or one of its
subsidiaries, the option holder's option shall expire six (6) months after the
date of such death or permanent disability unless by its terms it sooner
expires. During such period after death, such option may, to the extent that it
remained unexercised (but exercisable by the option holder according to such
option's terms) on the date of such death, be exercised by the person or persons
to whom the option holder's rights under the option shall pass by the option
holder's will or by the laws of descent and distribution. The death or
disability of a holder of a non-qualified stock option will have the effect
specified in the individual option agreement as determined by the Committee.
14. Privileges of Stock Ownership.
No person entitled to exercise any option granted under the Plan shall have
any of the rights or privileges of a
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stockholder of the Company in respect of any shares of stock issuable upon
exercise of such option until certificates representing such shares shall have
been issued and delivered. No shares shall be issued and delivered upon the
exercise of any option unless and until there shall have been full compliance
with all applicable requirements of the Securities Act of 1933 (whether by
registration or satisfaction of exemption conditions), all applicable listing
requirements of any national securities exchange on which shares of the same
class are then
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listed and any other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery.
15. Adjustments.
If the outstanding shares of the Common Stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
in the maximum number and kind of shares as to which options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
shares allocated to unexercised options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the option but
with a corresponding adjustment in the price for each share or other unit of any
security covered by the option.
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all the property or more than eighty percent
(80%) of the then outstanding stock of the Company to another corporation,
subject to the following sentence, the Plan shall terminate and all options
theretofore granted hereunder shall terminate and be of no further force and
effect. Notwithstanding the foregoing, the Committee shall provide in writing in
connection with any such transaction for any or all of the following
alternatives (separately or in combination): (i) for the options theretofore
granted to become immediately exercisable notwithstanding the provisions of
paragraph 7 hereof; (ii) for the assumption by the successor corporation of the
options theretofore granted or the substitution by such corporation for such
options of new options covering the stock of the
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successor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices; (iii) for the
continuance of the Plan by such successor corporation, in which event the Plan
and the options theretofore granted shall continue in the manner and under the
terms so provided; or (iv) for the payment in cash or stock in lieu of and in
complete satisfaction of such options.
Adjustments under this paragraph 15 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under the Plan upon any such adjustment.
At the discretion of the Committee, any option may contain provisions to
the effect that upon the happening of certain events, including a change in
control (as defined by the Committee in the option) of the Company, any
outstanding options not theretofore exercisable shall immediately become
exercisable in their entirety, notwithstanding any of the other provisions of
the option.
16. Amendment and Termination of Plan.
The Committee may at any time suspend or terminate the Plan. The Committee
may also at any time amend or revise the terms of the Plan, provided that no
such amendment or revision shall, unless appropriate stockholder approval of
such amendment or revision is obtained, increase the maximum number of shares in
the aggregate which may be sold pursuant to options granted under the Plan,
except as permitted under the provisions of paragraph 15, or change the minimum
purchase price of incentive stock options set forth in paragraph 6, or increase
the maximum term of incentive stock options provided for in paragraph 5, or
permit the granting of options to anyone other than as provided in paragraph 4.
Notwithstanding the foregoing, no amendment, suspension or termination of
the Plan shall, without specific action of the Committee and the consent of the
option holder, in any way modify, amend, alter or impair any rights or
obligations under any option theretofore granted under the Plan.
EXHIBIT 4(B)
VAIL RESORTS, INC.
1996 LONG TERM INCENTIVE AND SHARE AWARD PLAN
1. Purposes.
The purposes of the 1996 Long Term Incentive and Share Award Plan are to
advance the interests of Vail Resorts, Inc. and its shareholders by providing a
means to attract, retain, and motivate employees and directors of the Company
upon whose judgment, initiative and efforts the continued success, growth and
development of the Company is dependent.
2. Definitions.
For purposes of the Plan, the following terms shall be defined as set forth
below:
(a) "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a participating
employer under the Plan, provided that the Company directly or indirectly owns
at least 20% of the combined voting power of all classes of stock of such entity
or at least 20% of the ownership interests in such entity.
(b) "Award" means any Option, SAR, Restricted Share Unit, Performance
Share, Performance Unit, Dividend Equivalent, or Other Share-Based Award granted
to an Eligible Person under the Plan.
(c) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.
(d) "Beneficiary" means the person, persons, trust or trusts which have
been designated by such Eligible Person in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under this Plan upon the death of the Eligible Person, or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.
(e) "Board" means the Board of Directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to
time. References to any provision of
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the Code shall be deemed to include successor provisions thereto and regulations
thereunder.
(g) "Committee" means the Compensation Committee of the Board, or such
other Board Committee as may be designated by the Board to administer the Plan,
or if the Board so designates, the entire Board.
(h) "Company" means Vail Resorts, Inc., a corporation organized under the
laws of Delaware, or any successor corporation.
(i) "Director" means a member of the Board who is not an employee of the
Company, a Subsidiary or an Affiliate.
(j) "Dividend Equivalent" means a right, granted under Section 5(g), to
receive cash, Shares, or other property equal in value to dividends paid with
respect to a specified number of Shares. Dividend Equivalents may be awarded on
a free-standing basis or in connection with another Award, and may be paid
currently or on a deferred basis.
(k) "Eligible Person" means (i) an employee of the Company, a Subsidiary or
an Affiliate, including any director who is an employee, who is responsible for
or contributes to the management, growth and/or profitability of the business of
the Company, its Subsidiaries or Affiliates or (ii) a Director.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time. References to any provision of the Exchange Act shall be
deemed to include successor provisions thereto and regulations thereunder.
(m) "Fair Market Value" means, with respect to Shares or other property,
the fair market value of such Shares or other property determined by such
methods or procedures as shall be established from time to time by the
Committee. If the Shares are listed on any established stock exchange or a
national market system, unless otherwise determined by the Committee in good
faith, the Fair Market Value of Shares shall mean the mean between the high and
low selling prices per Share on the immediately preceding date (or, if the
Shares were not traded on that day, the next preceding day that the Shares were
traded) on the principal exchange on which the Shares are traded, as such prices
are officially quoted on such exchange.
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(n) "ISO" means any option intended to be and designated as an incentive
stock option within the meaning of Section 422 of the Code.
(o) "NQSO" means any Option that is not an ISO.
(p) "Option" means a right granted under Section 5(b), to purchase Shares.
(q) "Other Share-Based Award" means a right, granted under Section 5(h),
that relates to or is valued by reference to Shares.
(r) "Participant" means an Eligible Person who has been granted an Award
under the Plan.
(s) "Performance Share" means a performance share granted under Section
5(f).
(t) "Performance Unit" means a performance unit granted under Section 5(f).
(u) "Plan" means this 1996 Long Term Incentive and Share Award Plan.
(v) "Restricted Shares" means an Award of Shares under Section 5(d) that
may be subject to certain restrictions and to a risk of forfeiture.
(w) "Restricted Share Unit" means a right, granted under Section 5(e), to
receive Shares or cash at the end of a specified deferral period.
(x) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.
(y) "SAR" or "Share Appreciation Right" means the right, granted under
Section 5(c), to be paid an amount measured by the difference between the
exercise price of the right and the Fair Market Value of Shares on the date of
exercise of the right, with payment to be made in cash, Shares, or property as
specified in the Award or determined by the Committee.
(z) "Shares" means common stock, $.01 par value per share, of the Company.
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(aa) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the cor-
porations (other than the last corporation in the unbroken chain) owns shares
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.
3. Administration.
(a) Authority of the Committee. The Plan shall be administered by the
Committee, and the Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:
(i) to select Eligible Persons to whom Awards may be granted;
(ii) to designate Affiliates;
(iii) to determine the type or types of Awards to be granted to each
Eligible Person;
(iv) to determine the type and number of Awards to be granted, the
number of Shares to which an Award may relate, the terms and conditions of
any Award granted under the Plan (including, but not limited to, any
exercise price, grant price, or purchase price, and any bases for adjusting
such exercise, grant or purchase price, any restrictions or condition, any
schedule for lapse of restrictions or conditions relating to
transferability or forfeiture, exercisability, or settlement of an Award,
and waiver or accelerations thereof, and waivers of performance conditions
as the Committee shall determine), and all other matters to be determined
in connection with an Award;
(v) to determine whether, to what extent, and under what circumstances
an Award may be settled, or the exercise price of an Award may be paid, in
cash, Shares, other Awards, or other property, or an Award may be canceled,
forfeited, exchanged, or surrendered;
(vi) to determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, or other property payable with
respect to an Award will be deferred either automatically, at the election
of the Committee, or at the election of the Eligible Person;
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(vii) to prescribe the form of each Award Agreement, which need not be
identical for each Eligible Person;
(viii) to adopt, amend, suspend, waive, and rescind such rules and
regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;
(ix) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan and to construe and interpret the Plan and any
Award, rules and regulations, Award Agreement, or other instrument
hereunder;
(x) to accelerate the exercisability or vesting of all or any portion
of any Award or to extend the period during which an Award is exercisable;
and
(xi) to make all other decisions and determinations as may be required
under the terms of the Plan or as the Committee may deem necessary or
advisable for the administration of the Plan.
(b) Manner of Exercise of Committee Authority. The Committee shall have
sole discretion in exercising its authority under the Plan. Any action of the
Committee with respect to the Plan shall be final, conclusive, and binding on
all persons, including the Company, Subsidiaries, Affiliates, Eligible Persons,
any person claiming any rights under the Plan from or through any Eligible
Person, and shareholders. The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not be construed
as limiting any power or authority of the Committee. The Committee may delegate
to officers or managers of the Company or any Subsidiary or Affiliate the
authority, subject to such terms as the Committee shall determine, to perform
administrative functions and, with respect to Awards granted to persons not
subject to Section 16 of the Exchange Act, to perform such other functions as
the Committee may determine, to the extent permitted under Rule 16b-3 (if
applicable) and applicable law.
(c) Limitation of Liability. Each member of the Committee shall be entitled
to, in good faith, rely or act upon any report or other information furnished to
him or her by any officer or other employee of the Company or any Subsidiary or
Affiliate, the Company's independent certified public accountants, or other
professional retained by the Company to assist in the administration of the
Plan. No member of the Committee, nor any officer or employee of the Company
acting on behalf of
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the Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Company acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination, or
interpretation.
(d) Limitation on Committee's Discretion. Anything in this Plan to the
contrary notwithstanding, in the case of any Award which is intended to qualify
as "performance-based compensation" within the meaning of Section 162(m)(4)(C)
of the Code, if the Award Agreement so provides, the Committee shall have no
discretion to increase the amount of compensation payable under the Award to the
extent such an increase would cause the Award to lose its qualification as such
performance-based compensation.
4. Shares Subject to the Plan.
(a) Subject to adjustment as provided in Section 4(b) hereof, the total
number of Shares reserved for issuance in connection with Awards under the Plan
shall be 1,500,000. No Award may be granted if the number of Shares to which
such Award relates, when added to the number of Shares previously issued under
the Plan, exceeds the number of Shares reserved under the preceding sentence. If
any Awards are forfeited, canceled, terminated, exchanged or surrendered or such
Award is settled in cash or otherwise terminates without a distribution of
Shares to the Participant, any Shares counted against the number of Shares
reserved and available under the Plan with respect to such Award shall, to the
extent of any such forfeiture, settlement, termination, cancellation, exchange
or surrender, again be available for Awards under the Plan. Upon the exercise of
any Award granted in tandem with any other Awards, such related Awards shall be
canceled to the extent of the number of Shares as to which the Award is
exercised.
(b) In the extent that the Committee shall determine that any dividend in
Shares, recapitalization, Share split, reorganization, merger, consolidation,
spin-off, combination, repurchase, or share exchange, or other similar corporate
transaction or event, affects the Shares such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights of Eligible Persons
under the Plan, then the Committee shall make such equitable changes or
adjustments as it deems appropriate and, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of shares which may
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thereafter be issued under the Plan, (ii) the number and kind of shares, other
securities or other consideration issued or issuable in respect of outstanding
Awards, and (iii) the exercise price, grant price, or purchase price relating to
any Award; provided, however, in each case that, with respect to ISOs, such
adjustment shall be made in accordance with Section 424(a) of the Code, unless
the Committee determines otherwise. In addition, the Committee is authorized to
make adjustments in the terms and conditions of, and the criteria and
performance objectives included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, events described in the
preceding sentence) affecting the Company or any Subsidiary or Affiliate or the
financial statements of the Company or any Subsidiary or Affiliate, or in
response to changes in applicable laws, regulations, or accounting principles;
provided, however, that, if an Award Agreement specifically so provides, the
Committee shall not have discretion to increase the amount of compensation
payable under the Award to the extent such an increase would cause the Award to
lose its qualification as performance-based compensation for purposes of Section
162(m)(4)(C) of the Code and the regulations thereunder.
(c) Any Shares distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or treasury Shares including Shares
acquired by purchase in the open market or in private transactions.
5. Specific Terms of Awards.
(a) General. Awards may be granted on the terms and conditions set forth in
this Section 5. In addition, the Committee may impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section 7(d)),
such additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine, including terms regarding forfeiture
of Awards or continued exercisability of Awards in the event of termination of
employment by the Eligible Person.
(b) Options. The Committee is authorized to grant Options, which may be
NQSOs or ISOs, to Eligible Persons on the following terms and conditions:
(i) Exercise Price. The exercise price per Share purchasable under an
Option shall be determined by the Committee, and the Committee may, without
limitation, set an exercise price that is based upon achievement of
performance criteria if deemed appropriate by the Committee.
-8-
(ii) Time and Method of Exercise. The Committee shall determine at the
date of grant or thereafter the time or times at which an Option may be
exercised in whole or in part (including, without limitation, upon
achievement of performance criteria if deemed appropriate by the
Committee), the methods by which such exercise price may be paid or deemed
to be paid (including, without limitation, broker-assisted exercise
arrangements), the form of such payment (including, without limitation,
cash, Shares, notes or other property), and the methods by which Shares
will be delivered or deemed to be delivered to Eligible Persons.
(iii) ISOs. The terms of any ISO granted under the Plan shall comply
in all respects with the provisions of Section 422 of the Code, including
but not limited to the requirement that the ISO shall be granted within ten
years from the earlier of the date of adoption or shareholder approval of
the Plan. ISOs may only be granted to employees of the Company or a
Subsidiary.
(c) SARs. The Committee is authorized to grant SARs (Share Appreciation
Rights) to Eligible Persons on the following terms and conditions:
(i) Right to Payment. An SAR shall confer on the Eligible Person to
whom it is granted a right to receive with respect to each Share subject
thereto, upon exercise thereof, the excess of (1) the Fair Market Value of
one Share on the date of exercise (or, if the Committee shall so determine
in the case of any such right, the Fair Market Value of one Share at any
time during a specified period before or after the date of exercise) over
(2) the exercise price of the SAR as determined by the Committee as of the
date of grant of the SAR (which, in the case of an SAR granted in tandem
with an Option, shall be equal to the exercise price of the underlying
Option).
(ii) Other Terms. The Committee shall determine, at the time of grant
or thereafter, the time or times at which an SAR may be exercised in whole
or in part, the method of exercise, method of settlement, form of
consideration payable in settlement, method by which Shares will be
delivered or deemed to be delivered to Eligible Persons, whether or not an
SAR shall be in tandem with any other Award, and any other terms and
conditions of any SAR. Unless the Committee determines otherwise, an SAR
(1) granted in tandem with an NQSO may be granted at the
-9-
time of grant of the related NQSO or at any time thereafter and (2) granted
in tandem with an ISO may only be granted at the time of grant of the
related ISO.
(d) Restricted Shares. The Committee is authorized to grant Restricted
Shares to Eligible Persons on the following terms and conditions:
(i) Issuance and Restrictions. Restricted Shares shall be subject to
such restrictions on transferability and other restrictions, if any, as the
Committee may impose at the date of grant or thereafter, which restrictions
may lapse separately or in combination at such times, under such
circumstances (including, without limitation, upon achievement of
performance criteria if deemed appropriate by the Committee), in such
installments, or otherwise, as the Committee may determine. Except to the
extent restricted under the Award Agreement relating to the Restricted
Shares, an Eligible Person granted Restricted Shares shall have all of the
rights of a shareholder including, without limitation, the right to vote
Restricted Shares and the right to receive dividends thereon. The Committee
must certify in writing prior to the lapse of restrictions conditioned on
achievement of performance criteria that such performance criteria were in
fact satisfied.
(ii) Forfeiture. Except as otherwise determined by the Committee, at
the date of grant or thereafter, upon termination of employment during the
applicable restriction period, Restricted Shares and any accrued but unpaid
dividends or Dividend Equivalents that are at that time subject to
restrictions shall be forfeited; provided, however, that the Committee may
provide, by rule or regulation or in any Award Agreement, or may determine
in any individual case, that restrictions or forfeiture conditions relating
to Restricted Shares will be waived in whole or in part in the event of
terminations resulting from specified causes, and the Committee may in
other cases waive in whole or in part the forfeiture of Restricted Shares.
(iii) Certificates for Shares. Restricted Shares granted under the
Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Shares are registered in the name of
the Eligible Person, such certificates shall bear an appropriate legend
referring to the terms, conditions, and re-
-10-
strictions applicable to such Restricted Shares, and the Company shall
retain physical possession of the certificate.
(iv) Dividends. Dividends paid on Restricted Shares shall be either
paid at the dividend payment date, or deferred for payment to such date as
determined by the Committee, in cash or in unrestricted Shares having a
Fair Market Value equal to the amount of such dividends. Shares distributed
in connection with a Share split or dividend in Shares, and other property
distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Shares with respect to
which such Shares or other property has been distributed.
(e) Restricted Share Units. The Committee is authorized to grant Restricted
Share Units to Eligible Persons, subject to the following terms and conditions:
(i) Award and Restrictions. Delivery of Shares or cash, as the case
may be, will occur upon expiration of the deferral period specified for
Restricted Share Units by the Committee (or, if permitted by the Committee,
as elected by the Eligible Person). In addition, Restricted Share Units
shall be subject to such restrictions as the Committee may impose, if any
(including, without limitation, the achievement of performance criteria if
deemed appropriate by the Committee), at the date of grant or thereafter,
which restrictions may lapse at the expiration of the deferral period or at
earlier or later specified times, separately or in combination, in
installments or otherwise, as the Committee may determine. The Committee
must certify in writing prior to the lapse of restrictions conditioned on
the achievement of performance criteria that such performance criteria were
in fact satisfied.
(ii) Forfeiture. Except as otherwise determined by the Committee at
date of grant or thereafter, upon termination of employment (as determined
under criteria established by the Committee) during the applicable deferral
period or portion thereof to which forfeiture conditions apply (as provided
in the Award Agreement evidencing the Restricted Share Units), or upon
failure to satisfy any other conditions precedent to the delivery of Shares
to which such Restricted Share Units relate, all Restricted Share Units are
at that time subject to deferral or restriction shall be forfeited;
provided, however, that the
-11-
Committee may provide, by rule or regulation or in any Award Agreement, or
may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Share Units will be waived in whole or in
part in the event of termination resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture of
Restricted Share Units.
(f) Performance Shares and Performance Units. The Committee is authorized
to grant Performance Shares or Performance Units or both to Eligible Persons on
the following terms and conditions:
(i) Performance Period. The Committee shall determine a performance
period (the "Performance Period") of one or more years and shall determine
the performance objectives for grants of Performance Shares and Performance
Units. Performance objectives may vary from Eligible Person to Eligible
Person and shall be based upon such performance criteria as the Committee
may deem appropriate. Performance Periods may overlap and Eligible Persons
may participate simultaneously with respect to Performance Shares and
Performance Units for which different Performance Periods are prescribed.
(ii) Award Value. At the beginning of a Performance Period, the
Committee shall determine for each Eligible Person or group of Eligible
Persons with respect to that Performance Period the range of number of
Shares, if any, in the case of Performance Shares, and the range of dollar
values, if any, in the case of Performance Units, which may be fixed or may
vary in accordance with such performance or other criteria specified by the
Committee, which shall be paid to an Eligible Person as an Award if the
relevant measure of Company performance for the Performance Period is met.
(iii) Significant Events. If during the course of a Performance Period
there shall occur significant events as determined by the Committee which
the Committee expects to have a substantial effect on a performance
objective during such period, the Committee may revise such objective;
provided, however, that, if an Award Agreement so provides, the Committee
shall not have any discretion to increase the amount of compensation
payable under the Award to the extent such an increase would cause the
Award to lose its qualification as performance-based compensation
-12-
for purposes of Section 162(m)(4)(C) of the Code and the regulations
thereunder.
(iv) Forfeiture. Except as otherwise determined by the Committee, at
the date of grant or thereafter, upon termination of employment during the
applicable Performance Period, Performance Shares and Performance Units for
which the Performance Period was prescribed shall be forfeited; provided,
however, that the Committee may provide, by rule or regulation or in any
Award Agreement, or may determine in an individual case, that restrictions
or forfeiture conditions relating to Performance Shares and Performance
units will be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee may in other cases waive
in whole or in part the forfeiture of Performance Shares and Performance
Units.
(v) Payment. Each Performance Share or Performance Unit may be paid in
whole Shares, or cash, or a combination of Shares and cash either as a lump
sum payment or in installments, all as the Committee shall determine, at
the time of grant of the Performance Share or Performance Unit or
otherwise, commencing as soon as practicable after the end of the relevant
Performance Period. The Committee must certify in writing prior to the
payment of any Performance Share or Performance Unit that the performance
objectives and any other material terms were in fact satisfied.
(g) Dividend Equivalents. The Committee is authorized to grant Dividend
Equivalents to Eligible Persons. The Committee may provide, at the date of grant
or thereafter, that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Shares, or
other investment vehicles as the Committee may specify, provided that Dividend
Equivalents (other than freestanding Dividend Equivalents) shall be subject to
all conditions and restrictions of the underlying Awards to which they relate.
(h) Other Share-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant to Eligible Persons such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Shares, as deemed by the Committee to
be consistent with the purposes of the Plan, including, without limitation,
unrestricted shares awarded purely as a "bonus" and not subject to any
restrictions or con-
-13-
ditions, other rights convertible or exchangeable into Shares, purchase rights
for Shares, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee, and Awards valued by
reference to the performance of specified Subsidiaries or Affiliates. The
Committee shall determine the terms and conditions of such Awards at date of
grant or thereafter. Shares delivered pursuant to an Award in the nature of a
purchase right granted under this Section 5(h) shall be purchased for such
consideration, paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Shares, notes or other property, as the
Committee shall determine. Cash awards, as an element of or supplement to any
other Award under the Plan, shall also be authorized pursuant to this Section
5(h).
6. Certain Provisions Applicable to Awards.
(a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Committee, be granted to Eligible
Persons either alone or in addition to, in tandem with, or in exchange or
substitution for, any other Award granted under the Plan or any award granted
under any other plan or agreement of the Company, any subsidiary or Affiliate,
or any business entity to be acquired by the Company or a Subsidiary or
Affiliate, or any other right of an Eligible Person to receive payment from the
Company or any Subsidiary or Affiliate. Awards may granted in addition to or in
tandem with such other Awards or awards, and may be granted either as of the
same time as or a different time from the grant of such other Awards or awards.
The per Share exercise price of any option, grant price of any SAR, or purchase
price of any other Award conferring a right to purchase Shares which is granted,
in connection with the substitution of awards granted under any other plan or
agreement of the Company or any Subsidiary or Affiliate or any business entity
to be acquired by the Company or any Subsidiary or Affiliate, shall be
determined by the Committee, in its discretion.
(b) Terms of Awards. The term of each Award granted to an Eligible Person
shall be for such period as may be determined by the Committee; provided,
however, that in no event shall the term of any ISO or an SAR granted in tandem
therewith exceed a period of ten years from the date of its grant (or such
shorter period as may be applicable under Section 422 of the Code).
(c) Form of Payment Under Awards. Subject to the terms of the Plan and any
applicable Award Agreement, payments
-14-
to be made by the Company or a Subsidiary or Affiliate upon the grant,
maturation, or exercise of an Award may be made in such forms as the Committee
shall determine at the date of grant or thereafter, including, without
limitation, cash, Shares, or other property, and may be made in a single payment
or transfer, in installments, or on a deferred basis. The Committee may make
rules relating to installment or deferred payments with respect to Awards,
including the rate of interest to be credited with respect to such payments.
(d) Nontransferability. Unless otherwise set forth by the Committee in an
Award Agreement, Awards (except for vested shares) shall not be transferable by
an Eligible Person except by will or the laws of descent and distribution
(except pursuant to a Beneficiary designation) and shall be exercisable during
the lifetime of an Eligible Person only by such Eligible Person or his guardian
or legal representative. An Eligible Person's rights under the Plan may not be
pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be
subject to claims of the Eligible Person's creditors.
7. General Provisions.
(a) Compliance with Legal and Trading Requirements. The Plan, the granting
and exercising of Awards thereunder, and the other obligations of the Company
under the Plan and any Award Agreement, shall be subject to all applicable
federal and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of Shares under any Award
until completion of such stock exchange or market system listing or registration
or qualification of such Shares or other required action under any state or
federal law, rule or regulation as the Company may consider appropriate, and may
require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of Shares in compliance with applicable laws, rules and regulations. No
provisions of the Plan shall be interpreted or construed to obligate the Company
to register any Shares under federal or state law.
(b) No Right to Continued Employment or Service. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee or director
the right to be retained in the employ or service of the Company or any of its
Subsidiaries or Affiliates, nor shall it interfere in any way with the right of
the Company or any of its Subsidiaries or Af-
-15-
filiates to terminate any employee's or director's employment or service at any
time.
(c) Taxes. The Company or any Subsidiary or Affiliate is authorized to
withhold from any Award granted, any payment relating to an Award under the
plan, including from a distribution of Shares, or any payroll or other payment
to an Eligible Person, amounts of withholding and other taxes due in connection
with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Eligible Persons to
satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of an Eligible Person's tax obligations.
(d) Changes to the Plan and Awards. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or the Committee's authority to grant Awards
under the Plan without the consent of shareholders of the Company or
Participants, except that any such amendment, alteration, suspension,
discontinuation, or termination shall be subject to the approval of the
company's shareholders to the extent such shareholder approval is required under
Section 422 of the Code; provided, however, that, without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may impair the rights or, in any other manner, adversely
affect the rights of such Participant under any Award theretofore granted to him
or her.
(e) No Rights to Awards; No Shareholder Rights. No Eligible Person or
employee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Eligible Persons and employees.
No Award shall confer on any Eligible Person any of the rights of a shareholder
of the Company unless and until Shares are duly issued or transferred to the
Eligible Person in accordance with the terms of the Award.
(f) Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights that are greater than those of
a general creditor of the Company; provided, however, that the Committee may
authorize the creation of trusts or make other arrangements to meet the
company's obligations
-16-
under the Plan to deliver cash, Shares, other Awards, or other property pursuant
to any Award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines with the
consent of each affected Participant.
(g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor its submission to the shareholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including, without
limitation, the granting of options and other awards otherwise than under the
Plan, and such arrangements may be either applicable generally or only in
specific cases.
(h) Not Compensation for Benefit Plans. No Award payable under this Plan
shall be deemed salary or compensation for the purpose of computing benefits
under any benefit plan or other arrangement of the Company for the benefit of
its employees or directors unless the Company shall determine otherwise.
(i) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash,
other Awards, or other property shall be issued or paid in lieu of such
fractional Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.
(j) Governing Law. The validity, construction, and effect of the plan, any
rules and regulations relating to the Plan, and any Award Agreement shall be
determined in accordance with the laws of Colorado without giving effect to
principles of conflict of laws.
(k) Effective Date; Plan Termination. The Plan shall become effective as of
July 29, 1996 (the "Effective Date"). The Plan shall terminate as to future
awards on the date which is ten (10) years after the Effective Date.
(l) Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only. In the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.
EXHIBIT 5
[CGR LETTERHEAD]
October 21, 1997
(212) 701-3000
Vail Resorts, Inc.
Post Office Box 7
Vail, Colorado 81658
Re: Vail Resorts, Inc.
Form S-8 Registration Statement
Dear Sirs:
We have examined a copy of the registration statement on Form S-8 (the
"Registration Statement") filed by Vail Resorts, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") relating to the
registration pursuant to the provisions of the Securities Act of 1933, as
amended (the "Act"), of 3,545,510 shares of common stock, $.01 par value (the
"Common Stock"), of the Company, which are issuable pursuant to restricted stock
awards ("Restricted Stock") or stock options (an "Option") granted and to be
granted pursuant to the 1993 Stock Option Plan (the "Stock Option Plan") and the
1996 Long Term Incentive and Share Award Plan (the "Incentive Plan") of the
Company.
We advise you that, in our opinion, upon proper authorization of the Board
of Directors of the Company, (i) upon the issuance of Restricted Stock pursuant
the terms of the Incentive Plan, the Common Stock so issued will be legally
issued, fully paid and non-assessable and (ii) upon the issuance of Common
Stock pursuant to a duly granted Option in accordance with its terms and the
terms of the Stock Option Plan or the Incentive Plan, and upon payment to the
Company of the Option exercise
-2-
price for such Common Stock in accordance therewith, the Common Stock so issued
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and related prospectus. Our consent to
such reference does not constitute a consent under Section 7 of the Act, as in
consenting to such reference we have not certified any part of the Registration
Statement and do not otherwise come within the categories or persons whose
consent is required under said Section 7 or under the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ CAHILL GORDON & REINDEL
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 31, 1996, appearing on page
F-2 of Vail Resorts, Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1996.
ARTHUR ANDERSEN LLP
Denver, Colorado
October 21, 1997
EXHIBIT 24
POWER OF ATTORNEY
For Registration Statement of
Vail Resorts, Inc.
KNOW BY THESE PRESENTS, That each of the undersigned directors and officers
of Vail Resorts, Inc., a Delaware corporation (the "Company"), which proposes to
file with the Securities and Exchange Commission, Washington, DC, ("SEC") under
the provisions of the Securities Act of 1933, as amended (the "Act"), a new S-8
Registration Statement and one or more post-effective amendments ("Registration
Documents") to register under said Act an additional 3,545,510 shares of the
Common Stock of the Company to be used in connection with the Company's 1993
Stock Option Plan and 1996 Long Term Incentive and Share Award Plan, hereby
constitutes and appoints James S. Mandel, his or her true and lawful
attorney-in-fact and agent, with full power to act as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Registration Documents and to file the same with all
exhibits thereto and any and all other documents in connection therewith, with
the SEC, hereby granting unto said attorney-in-fact and agent full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises as fully and to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
-2-
IN WITNESS WHEREOF, the undersigned have hereunto set their hand this 17th
day of October, 1997.
SIGNATURES TITLE
/s/ ADAM M. ARON Chairman of the Board and
- -------------------------------- Chief Executive Officer
Adam M. Aron (Principal Chief Executive
Officer)
/s/ FRANK BIONDI Director
- --------------------------------
Frank Biondi
/s/LEON D. BLACK Director
- --------------------------------
Leon D. Black
/s/CRAIG M. COGUT Director
- --------------------------------
Craig M. Cogut
/s/ANDREW P. DALY Director
- --------------------------------
Andrew P. Daly
/s/STEPHEN C. HILBERT Director
- --------------------------------
Stephen C. Hilbert
/s/ROBERT A. KATZ Director
- --------------------------------
Robert A. Katz
/s/THOMAS H. LEE Director
- --------------------------------
Thomas H. Lee
/s/WILLIAM L. MACK Director
- --------------------------------
William L. Mack
/s/JOSEPH R. MICHELETTO Director
- --------------------------------
Joseph R. Micheletto
/s/ANTONY P. RESSLER Director
- --------------------------------
Antony P. Ressler
-3-
/s/MARC J. ROWAN Director
- --------------------------------------
Marc J. Rowan
/s/JOHN J. RYAN III Director
- --------------------------------------
John J. Ryan III
/s/JOHN F. SORTE Director
- --------------------------------------
John F. Sorte
/s/BRUCE H. SPECTOR Director
- --------------------------------------
Bruce H. Spector
/s/WILLIAM P. STIRITZ Director
- --------------------------------------
William P. Stiritz
/s/JAMES S. TISCH Director
- --------------------------------------
James S. Tisch
/s/JAMES P. DONOHUE Senior Vice President and
- -------------------------------------- Chief Financial Officer
James P. Donohue (Principal Financial and
Accounting Officer)