As filed with the Securities and Exchange Commission on May 7, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
GENERAL DYNAMICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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Issuer: 13-1673581
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2941 Fairview Park Drive
Falls Church, Virginia 22042-4513
(Address of Principal Executive
Offices and Zip Code)
General Dynamics Corporation
2009 Equity Compensation Plan
(Full Title of the Plan)
David A. Savner, Esq.
Senior Vice President and General Counsel
General Dynamics Corporation
2941 Fairview Park Drive
Falls Church, Virginia 22042-4513
Telephone: (703) 876-3000
(Telephone Number, Including Area
Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION
FEE
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Title of Securities to Be Registered
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Amount To Be
Registered (1)
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Proposed Maximum
Offering Price
Per Share (2)
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee (2)
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Common Stock, par value $1.00 per share
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32,000,000
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$ 52.02
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$ 1,664,640,000
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$ 92,887
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(1)
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Includes an indeterminate number of additional shares of the Registrant’s common stock, $1.00 par value per share (the “Common Stock”), that may be issued to adjust
the number of shares issued pursuant to the plan described herein as a result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding Common Stock.
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(2)
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Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the proposed maximum aggregate offering price and the registration fee are based on the average of the high and
low prices per share of the Registrant’s Common Stock reported on the New York Stock Exchange on May 1, 2009.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing
information specified in Part I of Form S-8 will be sent or given to participants under the General Dynamics Corporation 2009 Equity Compensation Plan (the “Plan”) as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424. Those documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
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Item 2.
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Registrant Information and Employee Plan Annual Information
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Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or additional information about the Plan are available without charge by contacting:
General Dynamics Corporation
Corporate Secretary
2941 Fairview Park Drive
Falls Church, Virginia 22042-4513
(703) 876-3000
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents By Reference
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The
following documents filed by General Dynamics Corporation (the “Corporation”) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this
Registration Statement:
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(a)
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Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Commission on February 20, 2009;
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(b)
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Quarterly Report on Form 10-Q for the quarter ended April 5, 2009 filed with the Commission on May 5, 2009;
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(c)
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Current Report on Form 8-K filed with the Commission on February 5, 2009;
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(d)
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Current Report on Form 8-K filed with the Commission on March 10, 2009;
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(e)
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Current Report on Form 8-K filed with the Commission on April 23, 2009; and
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(f)
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The description of the Common Stock of the Corporation which is contained in the Registration Statement on Form S-4 (No. 333-80213).
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In addition to the foregoing, all documents subsequently filed by (i) the Corporation or (ii) the Plan, pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been issued or that deregisters all securities offered then remaining unsold, shall be deemed
incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other
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subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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ITEM 4.
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Description of Securities
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Not applicable.
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ITEM 5.
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Interests of Named Experts And Counsel
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Not
applicable.
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ITEM 6.
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Indemnification of Directors And Officers
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Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as may be amended from time to time (the “General Corporation Law”), provides that a Delaware corporation may indemnify any
of its directors or officers who was or is a party, or is threatened to be made a party, to any third party proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or
officer of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted
in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s
conduct was unlawful. In a derivative action, (i.e., one by or in the right of a corporation) the corporation is permitted to indemnify directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred by them
in connection with the defense or settlement of an action or suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be
made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors or officers are fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Expenses, including attorneys’ fees,
incurred by any such person in defending any such action, suit or proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt by it of an undertaking of such person to
repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by him or her in any such capacity, arising out of his or her status as such, whether or not the corporation
would otherwise have the power to indemnify him or her under Section 145.
The Corporation’s Restated Certificate of
Incorporation provides that it will indemnify its current and former directors and officers from and against all liabilities and reasonable expenses that they incur in connection with or resulting from any claims, actions, suits or proceedings to
the extent that indemnification is not inconsistent with Delaware law. The Corporation also provides directors’ and officers’ liability insurance coverage for the acts and omissions of its directors and officers. In order to be entitled to
indemnification under the provisions of the Restated Certificate of Incorporation, a director or officer of the Corporation must be wholly successful with respect to the claim, action, suit or proceeding or have acted in good faith in what he or she
reasonably believed to be the best interests of the Corporation, or with respect to a criminal action or proceeding, must have had no reasonable cause to believe that his or her conduct was unlawful. Prior to the final disposition of a claim,
action, suit or proceeding, the Corporation will advance expenses incurred by a current or former director or officer if the director or officer provides the Corporation with an undertaking to repay the amount advanced if he or she is not entitled
to indemnification after the final disposition.
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The Corporation’s Restated Certificate of Incorporation provides that the Corporation’s
directors will not be personally liable to the Corporation or its stockholders for monetary damages resulting from breaches of their fiduciary duties as directors except (a) for any breach of the duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law, which makes directors liable for unlawful dividends
or unlawful stock repurchases or redemptions, or (d) for transactions from which directors derive improper personal benefit. While this provision provides directors with protection from awards for monetary damages for breaches of their duty of
care, it does not eliminate that duty.
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Item 7.
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Exemption From Registration Claimed
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Not
applicable.
The following exhibits are filed as part
of this Registration Statement:
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4.1
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Restated Certificate of Incorporation, effective October 6, 2004 (incorporated by reference from the Corporation’s Current Report on Form 8-K filed on October 7,
2004)
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4.2
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Amended and Restated Bylaws, effective February 4, 2009 (incorporated by reference from the Corporation’s current report on Form 8-K, filed on February 5, 2009)
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4.3
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General Dynamics Corporation 2009 Equity Compensation Plan, as amended *
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5.1
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Opinion of David A. Savner, Senior Vice President and General Counsel, General Dynamics Corporation, regarding the legality of the securities being issued *
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23.1
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Consent of Independent Registered Public Accounting Firm *
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23.2
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Consent of David A. Savner, Senior Vice President and General Counsel, General Dynamics Corporation, (included in Exhibit 5.1 hereto)
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24.1
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Power of Attorney of the members of the Board of Directors *
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The undersigned
Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in
this Registration Statement;
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provided, however
, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant, pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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B.
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Incorporation By Reference
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The undersigned
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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C.
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Commission Position On Indemnification
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Falls Church, Commonwealth of Virginia, on this 7th day of May, 2009.
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GENERAL DYNAMICS CORPORATION
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By:
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/s/ DAVID A. SAVNER
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David A. Savner
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Senior Vice President and General Counsel
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated on May 7, 2009.
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Signature
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Title
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/s/ NICHOLAS D. CHABRAJA
Nicholas D. Chabraja
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Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ L. HUGH REDD
L. Hugh Redd
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ JOHN W. SCHWARTZ
John W. Schwartz
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Vice President and Controller
(Principal Accounting Officer)
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*
James S. Crown
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Director
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*
William P. Fricks
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Director
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*
Jay L. Johnson
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Vice Chairman and Director
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*
George A. Joulwan
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Director
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*
Paul G. Kaminski
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Director
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*
John M. Keane
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Director
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6
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*
Deborah J. Lucas
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Director
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*
Lester L. Lyles
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Director
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*
J. Christopher Reyes
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Director
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*
Robert Walmsley
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Director
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*
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By David A. Savner pursuant to a Power of Attorney executed by the directors listed above, which Power of Attorney has been filed as an exhibit hereto and incorporated herein by
reference thereto.
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By:
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/s/ DAVID A. SAVNER
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David A. Savner
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7
EXHIBIT INDEX
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Exhibit No.
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4.1
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Restated Certificate of Incorporation, effective October 6, 2004, (incorporated by reference from the Corporation’s Current Report on Form 8-K filed on October 7,
2004)
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4.2
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Amended and Restated Bylaws, effective February 4, 2009 (incorporated by reference from the Corporation’s current report on Form 8-K, filed on February 5, 2009)
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4.3
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General Dynamics Corporation 2009 Equity Compensation Plan, as amended*
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5.1
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Opinion of Opinion of David A. Savner, Senior Vice President and General Counsel, General Dynamics Corporation, regarding the legality of the securities being issued*
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23.1
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Consent of Independent Registered Public Accounting Firm*
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23.2
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Consent of David A. Savner, Senior Vice President and General Counsel, General Dynamics Corporation, (included in Exhibit 5.1 hereto)
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24.1
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Power of Attorney of the members of the Board of Directors*
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8
Exhibit 4.3
GENERAL DYNAMICS CORPORATION
2009 EQUITY COMPENSATION PLAN
(as amended April 23, 2009)
The purpose of the Plan is to provide the
Company with an effective means of attracting, retaining, and motivating directors, officers and key employees, and to provide them with incentives to enhance the growth and profitability of the Company.
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2.
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Effective Date and Duration of the Plan
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The Plan was adopted by
the Board on March 4, 2009, and amended by the Committee on April 23, 2009, subject to approval by the stockholders of the Parent. If the Plan is not approved by the stockholders before the first anniversary of its adoption by the Board,
then the Plan will automatically terminate and be of no force or effect. Awards may be made pursuant to the Plan through and including the 10 year anniversary of the date of the latest stockholder approval of the Plan, including without limitation
any stockholder approval of any amendment to the Plan to increase the share award capacity hereunder.
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3.
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Definitions; Rules of Construction
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(a)
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Defined terms
. The terms defined in this Section shall have the following meanings for purposes of this Plan:
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(i)
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Act
shall mean the Securities Exchange Act of 1934, as amended from time to time, including any regulations promulgated thereunder.
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(ii)
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Award
shall mean a grant under the Plan in any form permitted hereunder.
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(iii)
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Beneficial Owner
shall have the meaning used in Rule 13d-3 promulgated under the Act.
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(iv)
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Beneficiary
shall mean (A) the person designated by the Participant, in the manner provided by the Committee, to receive benefits upon the death of the Participant, or
(B) the estate of the Participant in the event no such designation shall have been made or the person so designated shall have died prior to or coincident with the Participant.
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(v)
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Board
shall mean the Board of Directors of the Parent.
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(vi)
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Cause
for the termination of the Participant’s employment with the Company will be deemed to exist if the Participant has been convicted of a felony or
if the Company determines in good faith that the Participant has (a) intentionally and continually failed to perform in all material respects the Participant’s assigned duties with the Company (other than a failure resulting from the
Participant’s
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Page 1 of 14
incapacity due to physical or mental disability or illness) or (b) intentionally engaged in conduct which is demonstrably and materially injurious to
the Company; provided, however, that if the Participant has entered into an individual employment or severance agreement between the Participant and the Company or one of its Subsidiaries, and the agreement defines the term “Cause”, then
Cause shall have the meaning assigned to such term in such agreement.
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(vii)
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Change in Control
shall have the meaning set forth in Section 15 of the Plan.
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(viii)
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Code
shall mean the Internal Revenue Code of 1986, as amended from time to time, including any regulations promulgated thereunder.
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(ix)
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Committee
shall mean the Compensation Committee of the Board and any successor committee thereto; provided that for these purposes, references herein to the Committee shall
be deemed to include the Subcommittee, as applicable.
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(x)
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Common Stock
shall mean the common stock of the Parent.
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(xi)
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Company
shall mean collectively the Parent and its Subsidiaries.
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(xii)
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Fair Market Value
shall mean, as of the date of determination, (A) the average of the highest and lowest quoted selling price per share of Common Stock on the national
securities exchange or such other market on which such stock is principally traded, as determined by the Committee, or (B) if the shares of Common Stock are not listed or admitted to trading on any such exchange or market, the average of the
highest and lowest selling price as reported by an over-the-counter market; provided that if no sales occur as of the date of determination, then the date of determination shall be the last day on which a sale was reported; further provided that if
the shares of Common Stock are not then listed on a national securities exchange or market or traded in an over-the-counter market, such value shall be determined by the Committee in good faith. In no event shall the Fair Market Value of any share
of Common Stock be less than the par value per share of Common Stock.
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(xiii)
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Good Reason
shall mean a termination of service by the Participant from the Company or one of its Subsidiaries following either (a) a material reduction in the
Participant’s base compensation or (b) a relocation of more than 50 miles from the Participant’s principal place of employment immediately prior to the Change in Control; provided, that, in each case, the Participant shall not have
Good Reason to terminate service unless the Participant provides the Company with written notice of the occurrence of the action constituting Good Reason within 30 days following the occurrence of such action, the Participant provides the Company
with a minimum of 30 days following delivery of the written notice to cure such action, and the Participant terminates service within 90 days following the occurrence of such action. Notwithstanding the foregoing, if the Participant has entered into
an individual employment agreement or severance protection agreement with the Company or one of its Subsidiaries, and the agreement defines the term “Good Reason”, then Good Reason shall have the meaning assigned to such term in such
agreement.
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Page 2 of 14
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(xiv)
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Grant Date
shall mean the date an Award is made to a Participant.
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(xv)
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Incumbent Board
shall have the meaning set forth in Section 15 of the Plan.
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(xvi)
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ISO
shall mean any Option, or portion thereof, awarded pursuant to the Plan which is designated by the Committee as an incentive stock option and also meets the applicable
requirements of an incentive stock option pursuant to Code Section 422.
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(xvii)
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Non-Employee Director
shall mean a member of the Board who is not an employee of the Company.
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(xviii)
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Non-Statutory Stock Option
shall mean any Option awarded under the Plan which does not qualify as an ISO or is designated as a Non-Statutory Stock Option notwithstanding that
it may otherwise qualify as an ISO.
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(xix)
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Non-Control Transaction
shall have the meaning set forth in Section 15 of the Plan.
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(xx)
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Option
shall mean an option to purchase Common Stock pursuant to the Plan.
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(xxi)
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Parent
shall mean General Dynamics Corporation (and any successor thereto).
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(xxii)
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Participant
shall mean any individual who has an outstanding Award pursuant to the Plan.
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(xxiii)
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Participation Unit
shall mean an Award of an unfunded obligation of the Company that has a value derived from or related to the value of Common Stock, including but not
limited to a stock appreciation right, phantom stock unit or restricted stock unit, that is payable in cash or Common Stock, or any combination thereof, as may be specified pursuant to the Award.
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(xxiv)
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Person
for purposes of Section 15 only shall have the meaning used in Sections 13(d) or 14(d) of the Act, and will include any “group” as such term is
used in such sections.
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(xxv)
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Plan
shall mean the General Dynamics Corporation 2009 Equity Compensation Plan as set forth herein and as may be amended from time to time.
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(xxvi)
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Purchase Price
shall mean the price for which a share of Common Stock may be purchased pursuant to an Option as determined by the Committee, provided that such amount will
not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the Grant Date of the Option.
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(xxvii)
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Repriced
shall have the meaning set forth in Section 10 of the Plan.
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(xxviii)
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Restricted Stock
shall mean shares of Common Stock subject to such restrictions determined pursuant to the Plan.
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Page 3 of 14
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(xxix)
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Subcommittee
shall mean a subcommittee of the Committee that may be created to comply with the performance-based compensation provisions of Code Section 162(m) and as
set forth in Section 13 of the Plan.
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(xxx)
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Subject Person
shall have the meaning set forth in Section 15 of the Plan.
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(xxxi)
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Subsidiary
shall mean any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a fifty percent
(50%) voting or profits interest is owned, directly or indirectly, by the Parent, and any other business venture designated by the Committee in which the Parent has a significant interest; provided, that, for purposes of Section 15
regarding Change in Control, “subsidiary” shall have the meaning as set forth in Section 15 of the Plan.
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(xxxii)
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Surviving Corporation
shall have the meaning set forth in Section 15 of the Plan.
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(xxxiii)
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Transaction
shall have the meaning set forth in Section 14 of the Plan.
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(xxxiv)
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13G Filer
shall have the meaning set forth in Section 15 of the Plan.
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(b)
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Construction
. Unless otherwise expressly provided or the context otherwise requires, the terms defined in this Plan include the plural and the singular, and pronouns of
either gender or neuter shall include, as appropriate, the other pronoun forms.
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Any officer or employee of the Company is eligible
for selection by the Committee for an Award under this Plan. Awards to Non-Employee Directors may be granted pursuant to Section 12 of the Plan.
The Committee shall determine the amounts and types of
the Awards and the terms and conditions of such Awards, consistent with the terms of this Plan. Awards may be made in Common Stock, Options, Restricted Stock, Participation Units, or in any combination thereof. If any Award is settled in cash that
is to be paid on a deferred basis, the Participant may be entitled, on terms and conditions as the Committee may determine, to be paid interest on the unpaid amount.
Except as otherwise provided by the Committee, and to the extent permitted pursuant to applicable rules of the national securities exchange or such other market on which Common Stock is principally traded and the
Committee charter, the chairperson of the Committee may make Awards on behalf of the Committee to any Participant, other than a Participant subject to Section 16 of the Act or a Participant who is a “covered employee” under Code
Section 162(m)(3) (or any successor provision thereto).
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6.
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Common Stock Available for Awards Pursuant to the Plan
.
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Subject
to adjustment pursuant to Section 14 of the Plan, the maximum number of shares of Common Stock available for grant of Awards (including the shares underlying Options, Restricted Stock and Participation Units) pursuant to the Plan is 32,000,000.
The
Page 4 of 14
maximum number of shares available for ISOs and Non-Statutory Stock Options pursuant to the Plan is 32,000,000. The maximum number of shares available for
grants of Restricted Stock and Participation Units pursuant to the Plan is 5,000,000. The shares of Common Stock issued pursuant to the Plan may come from authorized and unissued shares, treasury shares or shares purchased by the Company in the open
market.
Awards may be based on the attainment by the
Participant, Company or any Company business unit over a specified period of time, of performance goals pre-established by the Committee (or Subcommittee, as applicable), based on one or more of the following criteria (as determined in accordance
with generally accepted accounting principles, as applicable): (a) market price of Common Stock, (b) earnings per share of Common Stock, (d) net income or profit (before or after taxes), (d) return on total stockholder equity,
(e) return of stockholders’ equity, (f) cash flow, (g) cumulative return on net assets employed, (h) earnings before interest and taxes, (i) earnings before interest, taxes, depreciation and amortization,
(j) earnings from continuing operations, (k) sales or revenues, (l) return on assets, capital or investment, (m) market share, (n) cost reduction goals, (o) budget comparisons, (p) implementation or completion of
specified projects or processes, (q) the formation of joint ventures, research or development collaborations, or the completion of other transactions, or (r) any combination of any of the foregoing. To the extent permitted under Code
Section 162(m) (including, without limitation, compliance with any of the requirements for stockholder approval) and prior to an Award being granted, the Subcommittee may designate additional business criteria on which the performance goals may
be based or adjust, modify or amend the aforementioned business criteria.
Notwithstanding any other provision of the Plan, no one Participant, in any
calendar year, shall be granted an Award with respect to more than:
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x.
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1,000,000 shares of Common Stock pursuant to an award of unrestricted shares of Common Stock or pursuant to an Option; and
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y.
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200,000 shares of Restricted Stock or Participation Units with a value greater than 200,000 shares of Common Stock.
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The limitations set forth in this section shall be subject to adjustment as provided in Section 14, but only to the extent such adjustment would not affect the
status of compensation attributable to Awards hereunder as qualifying under the performance-based compensation provisions of Code Section 162(m) and the regulations promulgated thereunder.
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8.
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Common Stock Awards
. The Committee may grant unrestricted shares of Common Stock on such terms and conditions, not inconsistent with this Plan, as the Committee may
determine.
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9.
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Restricted Stock Awards
.
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(a)
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General
. The Committee may grant Restricted Stock, on such terms and conditions, not inconsistent with this Plan, as the Committee may determine. Restricted
Stock represents an Award made in Common Stock in which the shares granted may not be sold,
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Page 5 of 14
transferred, pledged, assigned, or otherwise alienated or hypothecated except upon passage of time, or upon satisfaction of performance goals or other
conditions, or a combination thereof, in every case pursuant to such terms and conditions as may be provided by the Committee.
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(b)
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Terms and Conditions
. Restricted Stock Awards may not vest sooner than three years from the original Grant Date (other than shares of Common Stock granted as an adjustment
pursuant to a performance-based formula), provided that Restricted Stock may vest earlier in accordance with Section 15 and the Committee may provide for a shorter period (a) in connection with any corporate divestiture or acquisition
affecting a Participant’s employment with the Company, (b) in the case of any special agreement, award, or situation with respect to any individual Participant, or (c) in connection with such other events or circumstances as the
Committee may determine from time to time. Subject to the restrictions set forth in this Section 9, each Participant who receives Restricted Stock shall have all rights as a stockholder with respect to such shares, including the right to vote
the shares and receive dividends or dividend equivalents and other distributions thereon. Restricted Stock shares may be held by the Company until all restrictions lapse and shall be subject to a legend describing applicable restrictions as provided
by the Committee from time to time. The rights of Restricted Stock as set forth in this Section 9 are contingent upon such shares having not been forfeited. Unless otherwise provided by the Committee, any Award of Restricted Stock of a
Participant who terminates employment with the Company for any reason (prior to the time the related shares cease to be Restricted Stock) shall be forfeited without further action by the Committee. The treatment of Awards of Restricted Stock of a
Participant whose employment is terminated as a result of retirement, death, disability, divestiture or discontinued operations or layoff will be governed by the policies established by the Committee with respect to these various termination
categories.
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(a)
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Type of Options
. The Committee may grant Options in the form of ISOs, Non-Statutory Stock Options, or any combination thereof, on such terms and conditions, not inconsistent
with this Plan, as the Committee may determine. Each Award of Options shall identify whether the Options are intended to be ISOs or Non-Statutory Stock Options. If an Award is not designated as either ISOs or Non-Statutory Stock Options, then such
Award shall be deemed to be Non-Statutory Stock Options.
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(b)
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ISO Limitations
. For ISOs granted under the Plan, the aggregate Fair Market Value (determined as of the Grant Date) of the number of shares with respect to which ISOs are
exercisable for the first time by any Participant during any calendar year under all plans of the Company shall not exceed $100,000, or such other maximum amount then applicable under Code Section 422. Any Option or a portion thereof that is
designated as an ISO that for any reason fails to meet the requirements of an ISO shall be treated hereunder as a Non-Statutory Stock Option. No ISO may be granted to an individual if, at the time of the proposed grant, such individual owns (or is
deemed to own under the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of Common Stock of the Company unless (i) the exercise price of such ISO is at least one hundred ten percent
(110%) of the Fair Market Value of a share of Common Stock at the time such ISO is granted and (ii) such ISO is not exercisable after the expiration of five years from the date it is granted.
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Page 6 of 14
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(c)
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Terms and Conditions
. The Committee shall determine all terms and conditions of the Options, provided that the following terms and conditions shall apply to all Options:
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(i)
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The term during which an Option may be exercised shall not exceed ten years from the Grant Date;
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(ii)
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Unless otherwise provided by the Committee, any Option held by a Participant who terminates employment (or service as a Non-Employee Director) with the Company shall be immediately
forfeited without further action by the Committee. The treatment of Options of a Participant whose employment terminates as a result of retirement, death, disability, divestiture or discontinued operations or layoff will be governed by the policies
established by the Committee with respect to these various termination categories.
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(iii)
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Except as provided by the Committee, Options shall not be transferable other than (A) by the Participant’s last will and testament or (B) by the applicable laws of
descent and distribution. During the lifetime of the Participant, an Option may be exercisable only by the Participant or his or her personal representative.
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(iv)
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Options shall not contain any provision entitling a Participant to the automatic grant of additional Options in connection with any exercise of the original Option.
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(v)
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Options shall not be repriced subsequent to their Grant Date without the approval of the Company’s stockholders. For these purposes, “repriced” shall mean any of
the following or any other action that has the same effect as (A) lowering the Purchase Price of an Option after it has been granted, (B) any other action that is treated as a repricing under generally accepted accounting principles, or
(C) canceling an Option at a time when the Purchase Price exceeds the Fair Market Value of Common Stock, in exchange for another Option with a lower Purchase Price, Restricted Stock, or other equity, unless the cancellation and exchange occurs
in connection with a Transaction; provided, however, that any adjustments undertaken pursuant to Section 14 or any other applicable section of the Plan shall not be deemed to give rise to any such repricing.
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(d)
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Option Exercises
. The Purchase Price of shares purchased upon the exercise of any Option shall be paid (i) in full in cash (including check or wire transfer),
(ii) in whole or in part (in combination with cash) in full shares of unrestricted Common Stock owned by the Participant and valued at their Fair Market Value on the date of exercise, (iii) by cashless exercise in any manner as may be
permitted by the Committee from time to time, or (iv) such other method as may be permitted by the Committee from time to time.
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11.
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Participation Units
. The Committee may grant Participation Units, on such terms and conditions, not inconsistent with the Plan and in compliance with Section 409A of
Code, as the Committee may determine.
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Page 7 of 14
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12.
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Awards to Non-Employee Directors
.
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(a)
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Awards
. Awards to Non-Employee Directors may be made at the recommendation of the Committee, subject to final approval of the Board, in such amounts as it shall determine in
Common Stock, Options, Restricted Stock, Participation Units, or any combination thereof.
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(b)
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Retainers and Fees
. Upon terms and conditions as may be established by the Committee, each Non-Employee Director may elect to have all or part of his or her annual retainer
paid in Common Stock under the Plan.
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13.
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Plan Administration
.
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(a)
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Committee
. The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or as it deems necessary or advisable in administration of the Plan, including without limitation,
(i) the authority to grant Awards; (ii) to determine the individuals to whom and the time or times at which Awards shall be granted; (iii) to determine the type and number of Awards to be granted, the number of shares of Common Stock
to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; (iv) to determine whether, to what extent, and under what circumstances and the manner in which an Award may be settled,
cancelled, forfeited, exchanged or surrendered; (v) to construe and interpret the Plan and any Award; (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan, including but not limited to, rules and regulations
relating to leaves of absence and changes from an employee to a service provider or consultant; and (vii) to make all other determinations deemed necessary or advisable for the administration and implementation of the Plan. The determination of
the Committee on these matters shall be final and conclusive and binding on the Company and all Participants and Beneficiaries. Any authority, power or right of the Committee pursuant to the Plan may also be exercised by the Board.
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(b)
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Delegation
. Except to the extent prohibited by applicable law, the applicable rules of the national securities exchange or such other market on which the Common Stock is
principally traded or Code Section 162(m) with respect to Awards intended to comply with the performance-based compensation rules thereof, the Committee has the authority to delegate any of its powers under the Plan (including, without
limitation, its power to administer claims and appeals) to any other individual(s). Any delegation shall include the same sole discretionary and final authority that the Committee has hereunder, and any decisions, actions or interpretations made by
any delegate shall have the same ultimate binding effect as if made by the Committee. Any such allocation or delegation may be limited or revoked by the Committee at any time.
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(c)
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Code Section 162(m) Subcommittee
. Notwithstanding the foregoing paragraph, the Committee has the authority to designate, if necessary, a Subcommittee to
administer the Plan with respect to persons subject to the deduction limitation of Code Section 162(m). If a Subcommittee is designated, the Subcommittee shall be composed of two or more members of the Committee appointed by the Board, all of
whom shall be “outside
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Page 8 of 14
directors” as that term is used in Code Section 162(m). With respect to such persons subject to Code Section 162(m), the Subcommittee shall
have all of the powers, rights, and duties granted to the Committee under this Plan.
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14.
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Adjustments and Reorganizations
.
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(a)
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Adjustment for Change in Capitalization
. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, or other securities or property),
re-capitalization, Common Stock split, reverse Common Stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, then the Committee shall make such
equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and/or kind of capital stock, and/or the amount of cash, securities or other property which may thereafter be issued in connection with
Awards; (ii) the number and/or kind of capital stock, and/or the amount of cash, securities or other property issued, issuable or referenced in respect of outstanding Awards; (iii) the exercise price, grant price or purchase price relating
to any Award; and (iv) the maximum number of shares of capital stock, and/or the amount of cash, securities or other property subject to Awards which may be awarded to any Participant during any tax year of the Company; provided, that, with
respect to ISOs, any such adjustment shall be made in accordance with Code Section 424.
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(b)
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Adjustment for Change or Exchange of Shares for Other Consideration
. In the event the outstanding shares of Common Stock shall be changed into or exchanged
for any other class or series of capital stock or cash, securities or other property pursuant to a re-capitalization, reclassification, merger, consolidation, combination or similar transaction (a “Transaction”), then, (i) unless
otherwise determined by the Committee, each Option shall thereafter become exercisable for the number and/or kind of capital stock, and/or the amount of cash, securities or other property so distributed, into which the shares of Common Stock subject
to the Option would have been changed or exchanged had the Option been exercised in full prior to such Transaction, provided that, if the kind or amount of capital stock or cash, securities or other property received in such Transaction is not the
same for each outstanding share, including as a result of an election given to stockholders, then the kind or amount of capital stock or cash, securities or other property for which the Option shall thereafter become exercisable shall be the kind
and amount so receivable per share as determined by the Committee, and provided further that, if necessary, the provisions of the Option shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be practicable, to any
shares of capital stock, cash, securities or other property thereafter issuable or deliverable upon exercise of the Option, (ii) unless otherwise determined by the Committee, Restricted Stock shall be changed or exchanged into such other class
of shares of capital stock or cash, securities or other property as Common Stock was changed or exchanged, subject to equivalent terms and conditions, provided that, unless otherwise determined by the Committee, such Award shall continue to be
subject to applicable restrictions, vesting provisions and other terms and conditions of the Award, unless otherwise determined by the Committee, and (iii) unless otherwise determined by the Committee with respect to Participation Units that do
not constitute deferred compensation under Section 409A of the Code, each Award of Participation Units shall reference or represent, as the case may be, the number
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Page 9 of 14
and/or kind of shares of capital stock, and/or the amount of cash, securities or other property, into which the number of shares of Common Stock covered by
the Award would have been changed or exchanged, provided that, unless otherwise determined by the Committee with respect to Participation Units that do not constitute deferred compensation under Section 409A of the Code, such Award shall
continue to be subject to applicable restrictions, vesting provisions and other terms and conditions of the Award, unless otherwise determined by the Committee.
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(a)
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In the event that, within two years following a Change in Control, the Participant’s service with the Company and its affiliates is terminated (i) by the Company or any of
its affiliates for any reason other than for Cause or (ii) by the Participant for Good Reason , all outstanding Awards granted to a Participant which have not theretofore vested shall immediately vest and become exercisable and all restrictions
on such Awards shall immediately lapse.
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(b)
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Except with respect to Awards of Participation Units that constitute deferred compensation under Section 409A of the Code, the Committee may also accord to any Participant a
right to refuse to have any of the actions that the Committee may take otherwise as described in (a) above, whether pursuant to the Award or otherwise, in such circumstances as the Committee may approve.
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“Change in Control” means any of the following events:
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(a)
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An acquisition (other than directly from the Parent) of any voting securities of the Parent by any Person (as hereinafter defined) who immediately after such acquisition is the
Beneficial Owner (as hereinafter defined) of forty percent (40%) or more of the combined voting power of the Parent’s then outstanding voting securities; provided that in determining whether a Change in Control has occurred, voting
securities which are acquired by (i) an employee benefit plan (or a trust forming a part thereof) maintained by the Parent or any subsidiary of the Parent, (ii) the Parent or any subsidiary of the Parent, (iii) any Person that,
pursuant to Rule 13d-1 promulgated under the Act, is permitted to, and actually does, report its Beneficial Ownership of voting securities of the Parent on Schedule 13G (or any successor schedule) (a “13G Filer”) (provided that,
if any 13G Filer subsequently becomes required to or does report its Beneficial Ownership of voting securities of the Parent on Schedule 13D (or any successor schedule) then such Person shall be deemed to have first acquired, on the first date
on which such Person becomes required to or does so file, Beneficial Ownership of all voting securities of the Parent Beneficially Owned by it on such date), (iv) any Person in connection with a Non-Control Transaction (as hereinafter defined),
or (v) any acquisition by an underwriter temporarily holding securities of the Parent pursuant to an offering of such securities, will not constitute an acquisition which results in a Change in Control;
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(i)
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a merger, consolidation or reorganization involving the Parent, or any direct or indirect subsidiary of the Parent, unless:
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Page 10 of 14
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(A)
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the stockholders of the Parent immediately before such merger, consolidation or reorganization will own, directly or indirectly, immediately following such merger, consolidation or
reorganization, at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the “Surviving Corporation”) or any parent
thereof in substantially the same proportion as their ownership of the voting securities of the Parent immediately before such merger, consolidation or reorganization;
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(B)
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the individuals who were members of the Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute a majority of
the members of the board of directors of the Surviving Corporation (or parent thereof); and
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(C)
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no Person (other than the Parent, any subsidiary of the Parent, any employee benefit plan (or any trust forming a part thereof) maintained by the Parent, any Schedule 13G
Filer, the Surviving Corporation, any subsidiary or parent of the Surviving Corporation, or any Person who, immediately prior to such merger, consolidation or reorganization, was the Beneficial Owner of forty percent (40%) or more of the then
outstanding voting securities of the Company) is the Beneficial Owner of forty percent (40%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities.
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A transaction described in clauses (A) through (C) above is referred to herein as a “Non-Control Transaction.”
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(iii)
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a sale or other disposition of all or substantially all of the assets of the Parent to an entity (other than to an entity (A) of which at least fifty percent (50%) of the
combined voting power of the outstanding voting securities are owned, directly or indirectly, by stockholders of the Parent in substantially the same proportion as their ownership of the voting securities of the Parent, (B) a majority of the
board of directors of which consists of the individuals who were members of the Board immediately prior to the execution of the agreement providing for such sale or disposition, and (C) of which no Person (other than the Parent, any subsidiary
of the Parent, any employee benefit plan (or any trust forming a part thereof) maintained by the Parent or any of its subsidiaries, any Schedule 13G Filer, the Surviving Corporation, any subsidiary or parent of the Surviving Corporation, or any
Person who, immediately prior to such merger, consolidation or reorganization, was the Beneficial Owner of forty percent (40%) or more of the then outstanding voting securities of the Parent) has Beneficial Ownership of forty percent
(40%) or more of the combined voting power of the entity’s outstanding voting securities.
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(c)
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Individuals who, as of the date of adoption of the Plan, constitute the Board (the “Incumbent Board”), cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a director subsequent to the adoption of
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Page 11 of 14
the Plan whose election, or nomination for election by Parent stockholders, was approved by a vote of two-thirds (2/3) of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, unless any such individual’s initial assumption of office occurs as a result of either an actual or threatened election contest (including,
but not limited to, a consent solicitation).
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(d)
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The stockholders of the Company approve a plan of complete liquidation of the Company.
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Notwithstanding the foregoing, a Change in Control will not be deemed to occur solely because any Person (a “Subject Person”) acquires Beneficial Ownership of more than the permitted amount of the
outstanding voting securities of the Parent as a result of the acquisition of voting securities by the Parent which, by reducing the number of voting securities outstanding, increases the proportional number of shares Beneficially Owned by the
Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, then a Change in Control shall be deemed to occur on the date the Subject
Person becomes the Beneficial Owner of any additional voting securities which increases the percentage of the then outstanding voting securities Beneficially Owned by the Subject Person.
For purposes of the definition of Change in Control in this Section 15, “subsidiary” means any corporation with respect to which another specified corporation has the power under ordinary circumstances
to vote or direct the voting of sufficient securities to elect a majority of the directors.
In connection with the vesting of Awards or
issuance of Common Stock under the Plan (including without limitation Restricted Stock to the extent taxable), the Parent may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local (including
foreign jurisdictions) tax withholding requirements prior to the delivery of such Common Stock, or, in the discretion of the Committee, the Parent may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of the
minimum statutorily required tax withholding requirements. The Committee may determine the manner in which such tax withholding may be satisfied, and may permit a Participant to deliver unrestricted shares of Common Stock to be used to satisfy
minimum statutorily required tax withholding based on the Fair Market Value of any such shares of Common Stock on the date the amount of tax to be withheld is determined. Any cash paid pursuant to the Plan is subject to all applicable tax
withholding.
The expenses of administering the Plan shall be borne
by the Company.
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18.
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Termination, Amendment and Changes to Outstanding Awards
.
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The
Committee may at any time suspend the operation of, terminate or amend the Plan or any Award thereunder, provided that no termination, modification, suspension, or amendment shall adversely impair the rights of any Participant pursuant to an
outstanding
Page 12 of 14
Award without the consent of the Participant. Notwithstanding the foregoing, the Committee may take such actions as it deems appropriate to ensure that the
Plan and any Awards may comply with any tax, securities or other applicable law. Nothing herein shall restrict the Committee’s ability to exercise its discretionary authority as provided in the Plan.
Nothing contained in the Plan shall be deemed to
preclude other compensation plans which may be in effect from time to time or be construed to limit the authority of the Company to exercise its corporate rights and powers, including, but not by way of limitation, the right of the Parent
(a) to award options to acquire shares of Common Stock otherwise than under the Plan to an employee or other person, firm, corporation, or association, or (b) to award options to acquire shares of Common Stock, or assume the option of, any
person in connection with the acquisition, by purchase, lease, merger, consolidation, or otherwise, of the business and assets (in whole or in part) of any person, firm, corporation, or association.
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20.
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Foreign Jurisdictions
.
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The Committee may adopt, amend, and
terminate such arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available tax or other benefits of the laws of any foreign jurisdiction, to Participants who are subject to such laws and who
receive Awards under the Plan.
The validity, construction, interpretation,
administration and effect of the Plan, and its rules and regulations, and rights relating to the Plan and to Awards granted pursuant to the Plan, shall be governed by the substantive laws of the State of Delaware, without giving effect to any law
that would cause the laws of any other jurisdiction other than the State of Delaware to be applied.
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(a)
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Limitation of Participant rights
. No Participant or Beneficiary shall have any right to an Award or a benefit under the Plan except in accordance with the terms of the Plan
and any related documents. Establishment of the Plan and/or receipt of an Award shall not be construed to give any Participant the right to be retained in the service of the Company. No holder of an Option will have any rights to dividends or other
rights of a stockholder with respect to the shares subject thereto prior to the purchase of such shares upon exercise of the Option pursuant to the terms thereof. Participation Unit Award holders shall have no rights to dividends or any other rights
of a stockholder.
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(b)
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Limitation of liability
. Notwithstanding any of the preceding provisions of the Plan, none of the Company, the Board, the Committee or any individual acting as an employee or
agent of the Company shall be liable to any Participant, former Participant, Beneficiary or any other person for any claim, loss, liability or expense incurred in connection with the Plan and any Award hereunder.
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Page 13 of 14
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(c)
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Treatment for other compensation purposes
. Payments and other benefits received by a Participant pursuant to an Award shall not be deemed part of a Participant’s
regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar
arrangement provided by the Company, unless expressly so provided by such other plan, contract or arrangement.
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(d)
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Distribution only in compliance with applicable law
. Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Common
Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933, as amended, and
the regulations promulgated thereunder), and the applicable requirements of any securities exchange or similar entity.
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(e)
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Share issuance on a non-certificate basis
. To the extent that the Committee provides for the issuance of shares of Common Stock or Restricted Stock, the issuance may be
affected on a non-certificated basis, subject to applicable law or the applicable rules of any stock exchange.
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(f)
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Fractional shares
. Any fractional shares underlying an Award shall be rounded to the nearest whole number (without any payment in respect of any rounding down).
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(g)
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Grants to employees of acquired entities
. Notwithstanding any other provision to the contrary, if the Company acquires an entity which has issued and outstanding stock
options or other rights, the Committee may substitute an appropriate number of Awards under this Plan for options or rights of such entity, including options to acquire stock at less than 100% of the fair market price of the stock at the time of
grant, as determined by the Committee. Shares subject to Awards issued pursuant to this Section 22(g) shall not count towards the shares limits set forth in Section 6 of this Plan.
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All notices to the Parent regarding the Plan shall be in
writing, effective as of actual receipt by the Parent, and shall be sent to:
General Dynamics Corporation
2941 Fairview Park Drive
Falls Church, Virginia 22042
Attention: Corporate Secretary
The Committee may change the address to
which notices under the Plan are sent provided such address is communicated to Participants and Beneficiaries.
Page 14 of 14
Exhibit 5.1
David A. Savner
Senior Vice President
General Counsel
May 7, 2009
General Dynamics Corporation
2941
Fairview Park Drive
Suite 100
Falls Church, Virginia 22042
Dear Ladies and Gentlemen:
I am General Counsel of General
Dynamics Corporation, a Delaware corporation (the “Company”). I am familiar with the Registration Statement on Form S-8 (the “Registration Statement”) being filed under the Securities Act of 1933, as amended (the “Securities
Act”), on or about the date hereof to register 32,000,000 shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”) which may be issued from time to time by the Company pursuant to the General Dynamics
2009 Equity Compensation Plan (the “Plan”).
I, or attorneys under my supervision, have examined originals or copies, certified or otherwise
identified to my satisfaction, of each of (i) the Registration Statement, (ii) the Plan, (iii) the Restated Certificate of Incorporation of the Company, as amended to date, (iv) the Amended and Restated By-Laws of the Company, as
amended to date, (v) resolutions of the Board of Directors relating to the Plan, and (vi) such other documents as I have deemed necessary or appropriate for the purpose of rendering this opinion.
Based on the foregoing, I am of the opinion that, when the Registration Statement, including any amendments thereto, becomes effective under the Securities Act, the
Common Stock reserved for issuance pursuant to the Plan as of the date hereof (prior to any adjustment for subsequent events pursuant to the Plan) shall have been duly authorized and, when so issued in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.
I am admitted to the bar in the State of Illinois, and I do not express any opinion as to the laws of any
other jurisdiction other than the General Corporation Law of the State of Delaware and the laws of the United States of America to the extent referred to specifically herein.
I hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that
I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Sincerely,
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/S/ DAVID A. SAVNER
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David A. Savner
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2941 Fairview Park Drive
Falls Church, VA 22042-4513