Exhibit 10.8
PROSPECTUS January 1, 1997
UNISOURCE WORLDWIDE, INC.
STOCK AWARD PLAN
Purpose--The Plan will provide awards of Unisource common stock to employees of
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Unisource Worldwide, Inc. and its subsidiaries who perform valuable services for
Unisource. Thus, the Plan will reward employees who have contributed to the
success of Unisource.
Number of Shares--A maximum of 300,000 shares of Unisource common stock may be
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issued under the Plan.
Eligibility--All full-time and part-time employees are generally eligible for
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selection to receive stock awards, except that any stock awards granted to
executive officers must be approved in advance by the Human Resources Committee
of the Board of Directors.
Selection--The Board has appointed a Committee to select employees to receive
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stock awards. The Committee may consider the recommendations of Unisource
operating companies when selecting employees.
Relationship to Other Compensation--Stock awards may be granted to employees
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either in lieu of or as a supplement to regular compensation or bonus.
Employment Period or Performance Period--The stock award granted to the employee
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may (but need not) specify that the employee must remain employed with Unisource
for a specified period (the "Employment Period") after the date of the award as
a condition to receiving shares of Unisource common stock, or the stock award
may (but need not) specify that individual or company performance criteria must
be met over a period of time (the "Performance Period") as a condition to
receiving such shares.
Tax Consequences--An employee who receives a stock award will recognize current
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taxable income equal to the fair market value of the stock on the date of the
award. If the award specifies an Employment Period or a Performance Period,
however, the employee generally will not recognize taxable income until the
Employment Period or Performance Period has ended.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH
THE SALE OF ANY OF THE SECURITIES COVERED BY THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY UNISOURCE. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE OF THE SECURITIES COVERED HEREBY SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UNISOURCE
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT
LAWFULLY BE MADE.
TABLE OF CONTENTS
Available Information................................................. 3
Plan Information...................................................... 4
General............................................................... 4
Eligibility........................................................... 4
Administration........................................................ 4
Grant of Awards....................................................... 4
Employment or Performance Period...................................... 5
Relationship to Other Compensation.................................... 5
Award................................................................. 5
Delivery of Shares.................................................... 5
Termination of Employment............................................. 5
Federal Income Tax Consequences....................................... 6
Amendment or Termination of the Plan.................................. 6
Changes in Capitalization............................................. 6
Employee Retirement Income Security Act of l974....................... 6
Documents Incorporated by Reference................................... 7
Unisource Worldwide, Inc. Stock Award Plan............................ 8
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AVAILABLE INFORMATION
Unisource is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange Commission
("Commission"). Such reports, proxy statements and other information filed by
Unisource can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at its Regional Offices at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, New
York, New York 10008. Copies can also be obtained upon payment of prescribed
rates from the Public Reference Section of the Commission in Washington, D.C.
20549. Reports, proxy statements and other information about Unisource can also
be inspected at the New York, Philadelphia and Chicago Stock Exchanges (on which
Unisource's common stock is listed).
Unisource will provide without charge to each person to whom a copy of this
prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the information incorporated by reference in this
prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Unisource will also
furnish, without charge, to each such person, on the written request therefor, a
copy of its most recent annual report to shareholders, and additional
information about the Plan and the Committee which administers the Plan.
Requests for such information should be directed to Corporate Affairs
Department, Unisource Worldwide, Inc., P.O. Box 834, Valley Forge, Pennsylvania
19482-0834; telephone number: (610) 296-8000.
Unisource will also deliver to each participant in the Plan, who does not
otherwise receive such materials, copies of all reports, proxy statements and
other communications generally distributed to the shareholders of Unisource.
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UNISOURCE WORLDWIDE, INC.
STOCK AWARD PLAN INFORMATION
General
The Unisource Worldwide, Inc. Stock Award Plan (the "Plan") was adopted by
the Board of Directors effective January 1, 1997. The Plan provides for awards
of Unisource common stock to employees who perform valuable services and who
have been selected to receive awards under the Plan. The Plan authorizes the
grant of stock awards for an aggregate of 300,000 shares of Unisource common
stock.
Eligibility
All full-time and part-time employees of Unisource (including its divisions
and subsidiaries) shall be eligible to receive awards under the Plan, except
that any stock awards granted to officers of Unisource who are subject to
Section 16 of the Securities Exchange Act of 1934 must be approved in advance by
the Human Resources Committee of the Board of Directors, and except that
employees of foreign subsidiaries may receive awards only if the Committee so
determines.
Administration
The Plan shall be administered by Unisource's Chief Executive Officer, Chief
Operating Officer and Executive Vice President (the "Committee"). The members of
the Committee are appointed by and serve at the pleasure of the Board of
Directors. A decision made by any one member of the Committee in carrying out,
administering or construing the Plan shall be final and binding.
The Committee may, in its discretion, appoint a Plan Administrator who shall
handle the day-to-day operations of the Plan and who shall perform such other
duties and take such other actions as may be delegated to the Plan Administrator
by the Committee.
Grant of Awards
The Committee shall: 1) select employees to receive awards of Unisource
common stock from time to time; 2) determine the number of shares subject to
each award; 3) determine the amount, if any, of compensation which selected
employees shall be required to forgo as a condition to receiving their awards;
4) determine any Employment Period and/or Performance Period criteria to be met
as a condition to receiving shares of common stock pursuant to the award; and 5)
determine any other terms or conditions to be placed on the awards. Selection of
employees and any other determinations to be made under the Plan shall be
entirely within the discretion of the Committee, which may consider the
recommendations of Unisource operating companies. Notwithstanding the
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foregoing, the Committee shall obtain the prior approval of the Human Resources
Committee for any award proposed to be granted to an executive officer of the
Company.
Employment Period or Performance Period
Stock awards under the Plan may (but need not) specify that, as a condition
to receiving all or a portion of the Unisource stock subject to the award, the
employee must remain employed by Unisource for a specified period of time (the
"Employment Period") following the date of the award. Similarly, the stock award
may (but need not) specify that individual or company performance criteria must
be met over a period of time (the "Performance Period") as a condition to
receiving such shares. The Employment Period or Performance Period shall not
exceed ten years. Upon completion of the Employment Period and/or satisfaction
of the performance criteria within the Performance Period, the employee will
receive the shares of Unisource common stock granted pursuant to the award.
Relationship to Other Compensation
Awards under the Plan may (but need not) specify that, as a condition to
receiving the award, the employee has elected to forgo a portion of his or her
compensation or bonus.
Award
The award granted to the employee shall specify: 1) the number of shares of
Unisource common stock granted by the award; 2) the amount of compensation, if
any, which the employee has elected to forgo as a condition to receiving the
award; 3) whether the award is granted subject to fulfillment of an Employment
Period or Performance Period; and 4) any other terms or conditions of the award.
Delivery of Shares
If no Employment Period or Performance Period is specified, shares of
Unisource common stock granted pursuant to a stock award hereunder shall be
delivered to the employee upon receipt of the award or shortly thereafter. If an
Employment Period or Performance Period is specified, the employee shall have no
rights as a shareholder until the Employment Period or the Performance Period is
completed, at which time the shares of Unisource common stock granted pursuant
to the award will be delivered to the employee.
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Termination of Employment
If an employee has received a stock award which is subject to an Employment
Period, and the employee's employment terminates prior to completion of the
Employment Period due to death, retirement, or disability, the employee (or heir
or legal representative) shall generally be immediately entitled to receive all
shares of Unisource common stock subject to the stock award, unless otherwise
determined by the Committee. If an employee has received a stock award which is
subject to a Performance Period, and the employee's employment terminates prior
to completion of the Performance Period due to death, retirement, or disability,
the Committee shall determine, in its discretion, whether the employee (or heir
or legal representative) shall be immediately entitled to receive all shares of
Unisource common stock subject to the stock award. If the employment of such an
employee terminates prior to completion of the Employment Period or Performance
Period for any other reason, or if the Performance Period criteria are not met,
the employee shall forfeit all shares of Unisource common stock which are
subject to the Employment Period or Performance Period restriction, unless
otherwise determined by the Committee.
Federal Income Tax Consequences
If the award does not specify an Employment Period or Performance Period, an
employee will generally recognize taxable income when he or she receives an
award of Unisource stock. The amount of such taxable income will be based on the
fair market value of Unisource common stock on the date of the award. If the
award specifies an Employment Period or Performance Period, the employee
generally will not recognize taxable income until the Employment Period or
Performance Period has ended, and the amount of such taxable income will be
based on the closing price of Unisource common stock on the date the Employment
Period or the Performance Period is completed. Upon sale of the Unisource stock
received pursuant to a stock award, the employee will generally recognize
taxable income on the difference between the amount previously recognized and
the sale price.
Amendment or Termination of the Plan
The Plan and any award granted under the Plan may be amended, suspended or
terminated at any time by action of the Committee, Human Resources Committee or
the Board of Directors, except that only the Human Resources Committee or the
Board of Directors shall have the authority to amend or suspend the provisions
of the Plan regarding awards to executive officers. No amendment, suspension or
termination shall adversely affect the rights of those employees who have
previously received stock awards under the Plan, except as provided in "Changes
in Capitalization" below.
Changes in Capitalization
If the outstanding shares of Unisource common stock are increased, decreased
or exchanged for a different number or kind of shares or other securities, or if
additional shares or other property (other than ordinary cash dividends) are
distributed with respect to such shares of Unisource common stock
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or other securities, through merger, consolidation, sale of all or substantially
all of the assets of Unisource, reorganization, recapitalization,
reclassification, dividend, stock split, reverse stock split, spin off, split
off or other distribution with respect to such shares of common stock, or other
securities, an appropriate and proportionate adjustment may be made in (i) the
maximum number and kind of shares reserved for issuance under the Plan, and (ii)
the number and kind of shares and other securities subject to an award under the
Plan.
Employee Retirement Income Security Act of 1974
The Plan is not subject to the Employee Retirement Income Security Act of
1974.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this prospectus:
(a) Registration Statement on Form 10 (effective November __, 1996);
(b) The registrant's registration statement on Form 8-A, relating to the
registrant's preferred share purchase rights; and
(c) Description of the registrant's common stock contained in a
registration statement filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment indicating that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this prospectus and to be
part thereof from the date of filing of such documents.
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UNISOURCE WORLDWIDE, INC.
STOCK AWARD PLAN
1. Purpose. The Unisource Worldwide, Inc. Stock Award Plan enables
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employees of Unisource Worldwide, Inc. ("Unisource") and its subsidiaries to
receive shares of Unisource common stock in recognition of services rendered.
Thus, the Plan is intended to reward employees who have contributed to the
success of Unisource.
2. Effective Date. The Plan shall become effective as of
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January 1, 1997.
3. Eligibility. All full-time or part-time employees of Unisource
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and its subsidiaries shall be eligible for selection to receive awards of
Unisource common stock as provided by the Plan.
4. Selection. The Plan Committee described in Paragraph 8, by action
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of at least one member, shall: a) select employees to receive stock awards from
time to time; b) determine the number of shares subject to each award; c)
determine the amount of compensation, if any, which selected employees shall be
required to forgo as a condition to receiving such awards; d) determine any
employment restrictions or performance restrictions to be placed upon such
awards; and e) determine any other terms or conditions to be placed upon the
awards. Such selections and determinations shall be entirely within the
discretion of the Committee, but the Committee may consider recommendations
received from Unisource operating companies. Notwithstanding the foregoing, the
Committee must obtain the prior approval of the Human Resources Committee for
any award proposed to be granted to an executive officer of the Company.
"Executive Officer" shall mean a person who files reports regarding ownership of
Unisource stock pursuant to Section 16 of the Securities Exchange Act of 1934.
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5. a) Number of Shares. An award to be granted hereunder shall
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state the number of shares of Unisource common stock subject to the award.
b) Employment or Performance Restrictions. The award may (but
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need not) specify that the employee must remain employed with Unisource or its
subsidiaries for a specified period from date of the grant of the award (the
"Employment Period") as a condition to receiving all or a portion of the
Unisource stock subject to the award, or the stock award may (but need not)
specify that individual or company performance criteria must be met over a
period of time (the "Performance Period") as a condition to receiving such
shares. If such an Employment Period or Performance Period is specified, the
stock subject to the Employment Period or Performance Period restriction shall
not be delivered to the employee unless and until the Employment Period or
Performance Period has been completed and any applicable Performance Period
criteria have been met. In no event shall the Employment Period or Performance
Period exceed ten years.
c) Payment Requirement. The award may (but need not) specify
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that the employee has elected to forgo a specified portion of his or her
compensation as a condition to receiving the award.
6. Rights as Shareholder. Unless an Employment Period or Performance
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Period is specified, an employee who has received a stock award hereunder shall
generally have all the rights of a shareholder with respect to the Unisource
stock subject to the award upon delivery of the shares subject to such award.
If an Employment Period or Performance Period is specified, the employee
generally shall not have any rights as a shareholder with respect to the
Unisource stock subject to the Employment Period or Performance Period
restriction until the Employment Period or Performance Period has been
successfully completed and shares have been delivered pursuant to the award.
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7. Adjustment. If the outstanding shares of Unisource common stock
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are increased, decreased or exchanged for a different number or kind of shares
or other securities, or if additional shares or other property (other than
ordinary cash dividends) are distributed with respect to such shares of
Unisource common stock or other securities, through merger, consolidation, sale
of all or substantially all of the assets of Unisource, reorganization,
recapitalization, reclassification, dividend, stock split, reverse stock split,
spin off, split off or other distribution with respect to such shares of common
stock, or other securities, an appropriate and proportionate adjustment may be
made in (i) the maximum number and kind of shares reserved for issuance under
the Plan, and (ii) the number and kind of shares and other securities subject to
an award under the Plan.
8. Administration. The Plan shall be administered by Unisource's
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Chief Executive Officer, Chief Operating Officer, and Executive Vice President
(the "Plan Committee"), and any decision made by at least one of them in
carrying out, administering or construing the Plan shall be final and binding
upon employees and their heirs, successors and legal representatives.
Nothwithstanding the foregoing, any award proposed to be granted to an Executive
Officer must be approved in advance by the Human Resources Committee. The
Committee may, in its discretion, appoint a Plan Administrator who shall handle
the day-to-day operations of the Plan and who shall perform such other duties
and take such other actions as may be delegated to the Plan Administrator by the
Committee.
9. Amendment or Termination. The Plan may be amended, suspended or
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terminated at any time by action of the Committee, Human Resources Committee or
Board of Directors, except only the Human Resources Committee or Board of
Directors shall have sole
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authority to amend the provisions of the Plan regarding awards to executive
officers. No such amendment, suspension or termination shall adversely affect
the rights of those employees who have received stock awards under the Plan,
except as provided in Paragraph 7.
10. Termination of Employment. If the employment (with Unisource or
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a subsidiary) of an employee who has received a stock award subject to an
Employment Period terminates due to death, retirement , or total disability (as
defined in Unisource's Long Term Disability Plan), the employee (or legal
representative or heir) shall generally be entitled to receive all shares of
Unisource common stock subject to such stock award regardless of whether the
Employment Period has been completed, except as otherwise determined by the Plan
Committee. If the employment (with Unisource or a subsidiary) of an employee
who has received a stock award subject to a Performance Period terminates due to
death, retirement , or disability (as defined in Unisource's Long Term
Disability Plan), the Committee shall determine, in its sole discretion, whether
the employee (or the employee's legal representative or heir) shall be entitled
to receive the shares of Unisource common stock subject to such stock award
regardless of whether the Performance Period has been completed. If the
employment (with Unisource or a subsidiary) of an employee who has received a
stock award subject to an Employment Period or Performance Period terminates for
any reason other than those set forth above, or if the Performance Period
criteria are not met, the employee (or legal representative or heir) will
generally forfeit all shares of Unisource common stock which were awarded
subject to the Employment Period or Performance Period restriction, unless
otherwise determined by the Committee.
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11. No Agreement to Employ. Nothing in the Plan shall be construed
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to constitute or be evidence of an agreement or understanding, express or
implied, on the part of Unisource or its subsidiaries, to employ or retain an
employee who has received a stock award for any specific period of time, unless
otherwise specified in the individual award.
12. Withholding. Unisource and its subsidiaries will have the right
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to require the employee to pay, as a condition to receiving the award, an amount
necessary to satisfy withholding requirements for all federal, state and local
taxes. In connection with such withholding, Unisource and its subsidiaries may
make such arrangements, consistent with the Plan, as they may deem appropriate.
IN WITNESS WHEREOF, the Unisource Worldwide, Inc. Stock Award Plan is
hereby adopted by the Corporation, by duly authorized signature set forth below.
UNISOURCE WORLDWIDE, INC.
By:
Title:
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