<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Sawtek Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:______________________
2) Form, Schedule or Registration Statement No.:________________
3) Filing Party:_____________________________
4) Date Filed:______________________
<PAGE>
Notice of
Annual Meeting
of Shareholders
and Proxy Statement
December 10, 1997
Dear Shareholder:
You are cordially invited to attend the 1998 annual meeting of shareholders. The
meeting will be held at the corporate offices of Sawtek Inc., 1818 South Highway
441, Apopka, Florida, on Friday, January 23, 1998, starting at 10:00 a.m.
The notice of the meeting and the proxy statement on the following pages cover
the formal business of the meeting, which includes the election of the
directors, a proposal to amend the Sawtek Inc. Second Stock Option Plan, and a
proposal to adopt the Sawtek Inc. Stock Option Plan for Acquired Companies.
Following the business session, I will report on current operations and on our
plans. Following these reports, there will be an open discussion period during
which your questions and comments will be welcome. We hope you will be able to
join us.
Cordially,
Steven P. Miller
Chairman and
Chief Executive Officer
<PAGE>
Notice of Annual Meeting of Shareholders
TO THE HOLDERS OF COMMON STOCK OF SAWTEK INC.
- ---------------------------------------------
The annual meeting of the shareholders of Sawtek Inc. will be held at the
corporate offices of Sawtek Inc., 1818 South Highway 441, Apopka, Florida 32703,
on Friday, January 23, 1998, starting at 10:00 a.m. for the following purposes:
1. To elect directors.
2. To consider and act upon a proposal to amend the Sawtek Inc. Second Stock
Option Plan.
3. To consider and act upon a proposal to adopt the Sawtek Inc. Stock Option
Plan for Acquired Companies.
4. To transact such other business as may properly come before the meeting.
Holders of Common Stock of record at the close of business on December 9, 1997
will be entitled to vote at the meeting.
By order of the Board of Directors
WILLIAM A. GRIMM
Secretary
Apopka, Florida
December 10, 1997
IMPORTANT NOTICE
To assure your representation at the
meeting, please complete, date, sign, and mail
promptly the enclosed
proxy for which a return envelope is provided.
<PAGE>
Annual Meeting of Shareholders
Scheduled for January 23, 1998
General Information
- -------------------
The accompanying proxy is solicited by the Board of Directors of the Company. A
shareholder may revoke his proxy at any time prior to the time it is voted at
the meeting by filing with the Secretary of the Company a written notice of
revocation, by duly executing and delivering a subsequent proxy bearing a later
date, or by attending the meeting and voting in person.
The record date for shareholders entitled to vote at the meeting is December 9,
1997.
The Company has only one class of outstanding shares, namely Common Stock, par
value $.0005 per share, of which there were 20,771,805 shares outstanding on the
record date and 96 holders of record. Many shareholders hold their shares in
"street name." The Company believes it has more than 3,000 beneficial owners of
its Common Stock. Each share is entitled to one vote.
The shares represented by each valid proxy will be voted at the meeting or any
adjournment thereof, and, if a choice is specified in the proxy, the shares will
be voted in accordance with such specification. If no vote is specified, the
shares will be voted as set forth in the accompanying proxy. The election of
directors, the proposal to amend the Sawtek Inc. Second Stock Option Plan, and
the proposal to adopt the Sawtek Inc. Stock Option Plan for Acquired Companies
each require a majority of the votes cast. With respect to abstentions, shares
are considered present at the meeting for a particular proposal, but since they
are not affirmative votes for the proposal, they will have the same effect as
votes against the proposal. With respect to shares held in brokerage accounts,
shares which are not voted by the broker are not considered present at the
meeting for the particular proposal.
So far as the directors of the Company are aware, no matters will be presented
to the meeting for action on the part of the shareholders other than the
election of the directors, the proposal to amend the Sawtek Inc. Second Stock
Option Plan, and the proposal to adopt the Sawtek Inc. Stock Option Plan for
Acquired Companies. If any other matter is properly brought before the meeting,
it is the intention of the persons named in the proxy to vote the shares to
which the proxy relates in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Company. Officers and
employees may, by letter, telephone, or in person, make additional requests for
the return of proxies. The Company will reimburse brokerage houses, custodians,
nominees and others for their out-of-pocket expenses incurred in connection with
such solicitation. The Company also has retained ADP Corporation to aid in the
solicitation of proxies at an estimated fee of $5,000. This Proxy Statement, the
accompanying proxy and a copy of the Company's Annual Report for the year ended
September 30, 1997, are being mailed to shareholders commencing on December 10,
1997.
1
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Shareholder Item #1
Election of Directors
- ---------------------
All of the members of the Company's Board of Directors are elected annually at
the annual meeting of shareholders. The five members are Steven P. Miller, Neal
J. Tolar, Robert C. Strandberg, Bruce S. White, and Willis C. Young, and each of
them are standing for re-election. In accordance with the Bylaws of Sawtek Inc.,
all directors hold office until the next annual meeting and until his or her
successor shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Vacancies may
be filled by the remaining directors.
The authorized number of directors is presently set at five. From time to time,
the Board considers potential candidates, and as an appropriate candidate is
identified the Board will consider increasing the number of directors.
The persons named in the accompanying proxy will vote in favor of electing the
nominees to serve for the terms identified above, unless otherwise specified in
the proxy. If any nominee shall become unavailable for election, the proxies
will be voted for the election of such persons, if any, as shall be designated
by the Board of Directors.
None of the nominees nor any of the incumbent directors is related to any other
nominee or director or to any executive officer of the Company or its
subsidiaries by blood, marriage, or adoption.
Biographical summaries of the nominees and of the continuing directors appear on
the following pages and data with respect to the number of shares of the
Company's Common Stock beneficially owned by them as of October 31, 1997 are set
forth in the table on page 21.
The Board of Directors recommends a vote in favor of each named nominee.
2
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Board of Directors
- ------------------
Steven P. Miller
- ----------------
Mr. Miller, 49, co-founded the Company, has served as a Director since 1979,
Chief Executive Officer since 1986, Chairman since February 1996, and as
President from 1979 to April 1997. Prior to joining the Company, he was manager
of the SAW Device Engineering and Development Laboratory at Texas Instruments
Incorporated ("TI"), an electronics manufacturer. He joined TI in 1969. Mr.
Miller has a B.S. degree in Electrical Engineering from the South Dakota School
of Mines and Technology.
Neal J. Tolar
- -------------
Dr. Tolar, 55, co-founded the Company, has served as Senior Vice President and
Chief Technical Officer since June 1995 and a Director since 1979. He served as
Vice President of Operations and Engineering from 1979 to June 1995. Prior to
joining the Company, he was a member of the technical staff in the RF Technology
Group of the Corporate Research Laboratory at TI. He joined TI in 1967. Dr.
Tolar has a Ph.D. in Ceramic Engineering from the University of Utah and a B.S.
degree in Ceramic Engineering from Mississippi State University.
Robert C. Strandberg
- --------------------
Mr. Strandberg, 40, has been a Director of the Company since October 1995. Mr.
Strandberg has served as President and Chief Executive Officer of PSC Inc., a
manufacturer of bar code readers since May 1997, and Executive Vice President
from November 1996 to May 1997. From May 1996 to November 1996, he was
self-employed as a business consultant. Mr. Strandberg was the Chairman of the
Board of Directors, President and Chief Executive Officer of Datamax
International Corporation, a manufacturer of bar code printers, from September
1991 to April 1996. From 1988 to 1991, he was Vice President of Finance at
Datamax. From 1986 to 1988, he worked for GTECH, a lottery management company,
in the areas of finance and strategic planning. Mr. Strandberg has an M.B.A.
degree from Harvard Graduate School of Business Administration and a B.S. degree
in Operations Research and Industrial Engineering from Cornell University.
Bruce S. White
- --------------
Mr. White, 64, has been a Director of the Company since April 1996. Mr. White
has served as Corporate Vice President of AVNET Inc., a distributor of
electronic components, since January 1996, and President of the Penstock
Division of AVNET Inc. since July 1994. From 1974 to July 1994, Mr. White was
the President and Chief Executive Officer of Penstock Inc., a company he founded
to distribute RF and microwave components. Penstock is a distributor of certain
products manufactured by Sawtek. In fiscal 1997, sales from Sawtek to Penstock
were approximately $1.4 million. Mr. White holds a B.A. degree in Mathematics
from Colgate University, and B.S. and M.S. degrees in Electrical Engineering
from Michigan State University.
3
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Willis C. Young
- ---------------
Mr. Young, 56, has been a Director of the Company since February 1996. He has
served as a Senior Partner of the Atlanta office of BDO Seidman, LLP, an
international accounting and consulting firm since January 1996. From April 1995
to December 1995, Mr. Young was the Chief Financial Officer for Hayes
Microcomputer Products, Inc., a manufacturer of modems and communication
equipment, where he was engaged to assist in the implementation of Hayes'
restructuring in bankruptcy. From 1965 to March 1995, Mr. Young held various
positions with BDO Seidman, LLP, and from 1988 to March 1995 he was a Vice
Chairman and a member of the Executive Committee. Mr. Young has a B.S. degree in
Accounting from Ferris State University. He is a Certified Public Accountant.
Information on Board of Directors and Committees
- ------------------------------------------------
Meetings and Attendance
- -----------------------
During the year, there were six meetings of the Board of Directors and two
meetings of the standing committees of the Board. All directors attended more
than 75 percent of the aggregate of all meetings of the Board and the Board
committees on which they served.
Committees of the Board
- -----------------------
The Board has established two committees to assist in the discharge of its
responsibilities, the principal functions of each committee are described below.
In addition, the Board as a whole serves as the Nominating Committee.
The Audit Committee assists the Board in ensuring that the Company's financial
auditing and reporting practices, procedures and controls are within acceptable
limits of sound practice and in accordance with applicable laws and regulations.
The Committee meets periodically with the independent auditors, together with
representatives of management, as appropriate, for the purpose of reviewing the
scope and results of the annual audit of the financial statements and the
recommendations of the auditors. The Committee also reviews the nature and
extent of non-audit professional services performed by the auditors. The
Committee held one meeting during the past twelve months. The members of the
Committee are Messrs. Young (Chairman), Tolar and Strandberg.
The Compensation Committee assists the Board in reviewing the annual
compensation and bonuses to the executive officers. The Committee held one
meeting during the past twelve months. The members of the Committee are Messrs.
Strandberg (Chairman), White and Young.
Directors' Compensation
- -----------------------
Each of the three non-employee directors currently receive an annual retainer
fee of $8,000.
Messrs. Strandberg, White and Young each were granted options to purchase 20,000
shares of the Company's Common Stock. The options are non-statutory options and
are priced at the fair market value on the date of grant. One-third of the
option shares become exercisable on the anniversary of the date of grant and
one-third on each of the two succeeding anniversary dates. The option term is
five years.
4
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Report on Executive Compensation
- --------------------------------
General
- -------
For the fiscal year ended September 30, 1997, the Compensation Committee
approved the base compensation and bonuses paid and stock options granted to
several levels of management including the CEO and the other executive officers.
Compensation Philosophy
- -----------------------
The goal of the Company is to align business objectives and overall Company
performance and executive compensation. The Company needs to attract, retain and
reward executive officers and other key individuals who contribute to the
long-term success of the Company and to further motivate them to build
shareholder value. The Board of Directors has adopted a total compensation
package comprised of base salary, bonus, and stock option awards as follows:
Base Salary: Each executive officer's base salary is reviewed on an annual
basis. Among those factors taken into consideration are (1) individual and
corporate performance,(2) level of responsibility, (3) prior experience,
(4) breadth of knowledge of the industry, and (5) competitive pay practices
as reported by the American Electronics Association for comparable size
companies.
Bonus: Bonuses are paid only if the Company and individual executive
officers achieve the performance objective for the year. Generally, bonuses
are based on the level of net income for the Company and other factors as
determined by the Compensation Committee.
Stock Option Grants: The Company provides significant equity-based
incentives for executives and other key employees to ensure that
individuals are motivated over the long term to respond to the Company's
business challenges and opportunities as owners and not just as employees.
Chief Executive Officer Compensation
- -------------------------------------
Mr. Miller's base salary and bonus were determined in accordance with the
criteria described in the "Base Salary" and "Bonus" sections of this report. Mr.
Miller's base salary of $216,000 and cash bonus of $142,000 reflect the Board
and the Committee's assessment of (i) the favorable operating results of the
Company for the past fiscal year, (ii) his leadership, and (iii) his broad
involvement in the overall operation and growth of the Company. The Board has
set his base compensation for fiscal 1998 at $245,000. Mr. Miller was not
granted any stock options in fiscal 1997.
5
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Potential Limitation on Company Deductions
- ------------------------------------------
Internal Revenue Code Section 162(m) denies a deduction to any publicly-held
corporation for compensation paid to certain employees in a taxable year to the
extent that compensation exceeds $1,000,000 for a covered employee. It is
possible that compensation attributable to stock options, when combined with all
other types of compensation received by a covered employee from the Company, may
cause this limitation to be exceeded in any particular year.
There are a number of exceptions to this rule, such as compensation paid under a
shareholder approved "performance-based compensation" plan and certain stock
options granted prior to the Company being publicly-traded.
The Board of Directors believes that at the present time it is unlikely that
eligible compensation under Section 162(m) paid to any executive officer in a
taxable year will exceed one million dollars. Therefore, the Board of Directors
has not established a policy for determining which forms of incentive
compensation awarded to executive officers shall be designed to qualify as
"performance-based compensation."
Robert C. Strandberg - Chairman
Willis C. Young
Bruce S. White
Selection of Auditors
- ---------------------
Representatives of Ernst & Young LLP, independent auditors, who audited the
books of the Company for the year ended September 30, 1997, are expected to be
present at the shareholders' meeting to make a statement if they so desire and
to be available to respond to appropriate questions of shareholders. The Company
has not reviewed fees and other arrangements for auditing services, and
accordingly the Board of Directors has not considered the selection of public
accountants for the year ending September 30, 1998.
Shareholder Proposals for the 1999 Annual Meeting
- -------------------------------------------------
Shareholder proposals intended to be presented at the 1999 annual meeting of
shareholders and to be included in the Company's proxy statement and form of
proxy for that meeting must be received by the Company no later than August 14,
1998.
6
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Shareholder Item #2
Proposed Amendment to the Sawtek Inc. Second Stock Option Plan
- --------------------------------------------------------------
A proposal will be presented at the meeting to approve an amendment to the
Sawtek Inc. Second Stock Option Plan (the "Plan") which was adopted by the Board
of Directors on November 1, 1997, subject to approval by the shareholders of the
Company.
The Plan was originally adopted by the shareholders of the Company in 1995 and
was intended to advance the interests of the Company by generating increased
incentives for its key employees and directors to contribute to the Company's
growth and profitability, thereby enhancing shareholder value. The Plan provides
for the granting of stock options to officers, key employees, directors, and
consultants. The Plan is administered by the Board of Directors. The total
number of shares of stock which may be issued by the Company under the Plan is
two million (2,000,000); however, the Company may not grant options for more
than one million shares until such time as all of the shares held by the Sawtek
Inc. Employee Stock Ownership and 401(k) Plan ("ESOP") have been allocated to
the participants of the ESOP. The ESOP shares were originally scheduled to be
allocated to participants by September 30, 1998. However, in September 1997, the
Company restructured the ESOP allocation and stretched it out over a seven-year
period ending September 30, 2003. The Company restructured the ESOP allocations
to spread the cost and benefits over a seven-year period rather than a two-year
period in the belief that it could use the ESOP benefit as a tool to attract and
retain employees which, in turn, reduces costs, improves productivity, thereby
enhancing shareholder value.
As a result of the stretch out of the ESOP allocations, the Board of Directors
approved an amendment to the Plan to provide for granting of options for the
second one million shares beginning February 1, 1998. The Board of Directors
believes that if the Plan is not amended, the Company's ability to grant stock
options to officers, key employees, and others eligible for option grants would
be unnecessarily restricted. A copy of the Plan may be obtained from the Company
upon request.
Paragraph 3(a) of the Sawtek Inc. Second Stock Option Plan provides:
3. Stock Subject to Option.
(a) Total Number of Shares. The total number of shares of Stock which may
be issued by the Company to all Optionees under this Plan is two
million (2,000,000) shares, provided, however, no Option shall be
issued hereunder for the purchase of shares in excess of one million
(1,000,000) shares until such time as all shares held by the
Company's ESOP have been allocated to participants thereof. The total
number of shares of Stock which may be so issued may be increased
only by a resolution adopted by the Board of Directors and approved
by the shareholders of the Company.
7
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The proposed amendment amends paragraph 3 in its entirety as follows:
Stock Subject to Option.
(a) Total Number of Shares. The total number of shares of Stock which may
be issued by the Company to all Optionees under this Plan is two
million (2,000,000) shares; provided, however, no Option shall be
issued hereunder for the purchase of shares in excess of one million
(1,000,000) shares until after January 31, 1998. The total number of
shares of Stock which may be so issued may be increased only by a
resolution adopted by the Board of Directors and approved by the
shareholders of the Company.
The Board of Directors recommends that the shareholders vote FOR the adoption of
the amendment to the Sawtek Inc. Second Stock Option Plan.
8
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Shareholder Item #3
Proposal to Adopt the Sawtek Inc. Stock Option Plan for Acquired Companies
- --------------------------------------------------------------------------
A proposal will be presented at the meeting to adopt the Sawtek Inc. Stock
Option Plan for Acquired Companies (the "New Plan"), which was adopted by the
Board of Directors on November 1, 1997, subject to approval by the shareholders
of the Company. The complete text of the New Plan is set forth in Exhibit A to
this Proxy Statement and shareholders are urged to review it together with the
following information, which is qualified in its entirety by reference to
Exhibit A.
The Board of Directors believes that acquisitions of complimentary technology
firms may play a key element to the long-term success and growth of Sawtek.
Usually, these firms are controlled by a few key individuals such as the
founders, key scientists, and key managers of the company, and often have a need
for additional key individuals after the acquisition. The Board of Directors
believes that it is important to tie these individuals' performance to that of
the overall Company and the Board of Directors believes that the granting of
stock options to these key individuals is an appropriate method to achieve this
goal.
The New Plan is administered by the Board of Directors. The New Plan expires
five (5) years from the date it is approved by the Shareholders. Option grants
must be at 100% of the fair market value of Sawtek Inc. Common Stock as
determined by the closing price on the date of the grant as published in the
Wall Street Journal. Once an option is granted it may not be re-priced. All
amendments to the New Plan require approval by the Shareholders.
As a result, the Board of Directors approved the Sawtek Inc. Stock Option Plan
for Acquired Companies, which provides for the granting of up to one million
(1,000,000) shares of Common Stock, solely to key employees of Acquired
Companies.
The Board of Directors recommends that the shareholders vote FOR the adoption of
the Sawtek Inc. Stock Option Plan for Acquired Companies.
9
<PAGE>
Exhibit A
SAWTEK INC. STOCK OPTION PLAN FOR ACQUIRED COMPANIES
- ----------------------------------------------------
Sawtek Inc., a Florida corporation (the "Company"), hereby adopts the Sawtek
Inc. Stock Option Plan for Acquired Companies (the "New Plan") for key employees
and officers, present and future, of acquired companies or businesses in
accordance with the following terms and conditions:
1. Purpose of the Plan. The purpose of the Plan is to advance the growth and
development of the Company by affording an opportunity to key employees
and officers, present and future, of companies or businesses acquired by
Sawtek Inc. or any of its subsidiaries by purchase, merger, or otherwise,
collectively referred to as an "Acquired Entity," to purchase shares of
the Company's Common Stock and to provide incentives for them to put
forth maximum efforts for the success of the Company's business. The Plan
is intended to permit certain designated stock options granted under the
Plan to qualify as Incentive Stock Options under Section 422 of the
Internal Revenue Code of 1986.
2. Definitions. For purposes of this Plan, the following capitalized terms
shall have the meanings set forth below:
(a) "Board of Directors" means the board of directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as currently in
effect or as hereafter amended.
(c) "Company" means Sawtek Inc., a Florida corporation.
(d) "Eligible Employee" means all present and future executive,
managerial, technical, and other key employees of any Acquired
Entity.
(e) "Incentive Stock Option(s)" means a stock option granted to an
Eligible Employee to purchase shares of Stock which is intended to
qualify as an "incentive stock option," as defined in Section 422 of
the Code.
(f) "Non-qualified Stock Option(s)" means a stock option granted to an
Eligible Employee to purchase shares of Stock which is not intended
to qualify as an "incentive stock option" as defined in Section 422
of the Code.
(g) "Option" means any unexercised and unexpired Incentive Stock Option
or Non-qualified Stock Option issued under this Plan, or any portion
thereof remaining unexercised and unexpired.
(h) "Option Agreement" means a written agreement by and between the
Company and an Optionee setting forth the terms and conditions of the
Option granted by the Board of Directors to such Optionee.
(i) "Optionee" means any Eligible Employee who is granted an Option as
provided in the Plan.
(j) "Plan" shall mean the Company's Stock Option Plan for Acquired
Companies.
(k) "Stock" means authorized and unissued shares of the Company's Common
Stock, or treasury shares of such class.
10
<PAGE>
(l) "Subsidiary" means any present or future "subsidiary corporation" of
the Company, as such term is defined in Section 424(f) of the Code
and which the Board of Directors has elected to be covered by the
Plan.
(m) Where applicable, the terms used in this Plan have the same meaning
as the terms used in the Code and the regulations and rulings issued
thereunder and pursuant thereto, with reference to Options.
(n) Wherever appropriate, words used in this Plan in the singular may
mean the plural, the plural may mean the singular and the masculine
may mean the feminine or neuter.
3. Stock Subject to Option.
(a) Total Number of Shares. The total number of shares of Stock which may
be issued by the Company to all Optionees under this Plan is one
million (1,000,000) shares.
(b) Expired Options. If any Option granted under this Plan is terminated
or expires for any reason whatsoever, in whole or in part, the shares
(or remaining shares) of Stock subject to that particular Option
shall again be available for grant under this Plan.
4. Administration of the Plan.
(a) Board of Directors. This Plan shall be administered by the Board of
Directors who may, from time to time, issue orders or adopt
resolutions, not inconsistent with the provisions of the Plan, to
interpret the provisions and supervise the administration of the
Plan. All determinations shall be by the affirmative vote of a
majority of the members of the Board of Directors at a meeting called
for such purpose, or reduced to writing and signed by a majority of
the members of the Board of Directors. Subject to the Company's
Bylaws, all decisions made by the Board of Directors in selecting
Optionees, establishing the number of shares and terms applicable to
each Option, and in construing the provisions of this Plan shall be
final, conclusive and binding on all persons, including the Company,
shareholders, Optionees, and purchasers of shares pursuant to this
Plan. No member of the Board of Directors shall be liable for any
action or determination made in good faith with respect to the Plan
or an Option granted hereunder.
(b) Stock Option Plan Committee. The Board of Directors may from time to
time appoint a Stock Option Plan Committee, consisting of not less
than two (2) directors (the "Committee"). The Board of Directors may
delegate to such Committee full power and authority to take any
action required or permitted to be taken by the Board of Directors
under this Plan, subject to restrictions on affiliate participation
under the Securities Exchange Act of 1934, pertaining to, among other
things, Section 16(b). The Board of Directors may from time to time,
at its sole discretion, remove members from or add members to the
Committee. Vacancies may be filled by the Board of Directors only.
Where the context requires, the Board of Directors shall mean the
Committee, if appointed, for matters dealing with administration of
the Plan.
(c) Compliance with Internal Revenue Code. The Board of Directors (or
committee if appointed) shall at all times administer this Plan and
make interpretations hereunder in such a manner that Options granted
hereunder designated as Incentive Stock Options will meet the
requirements of Section 422 of the Code.
11
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5. Selection of Optionees.
(a) Discretion of the Board of Directors. All Eligible Employees shall be
eligible to receive Options pursuant to this Plan. In determining
which Eligible Employees shall be offered Options, as well as the
terms thereof, the Board of Directors shall evaluate, among other
things, (i) the duties and responsibilities of Eligible Employees,
(ii) their past and prospective contributions to the success of the
Acquired Company, (iii) the extent to which they are performing and
will continue to perform outstanding services for the benefit of the
Acquired Company, and (iv) such other factors as the Board of
Directors deems relevant.
(b) Limitation on Grant of Options. An Incentive Stock Option may not be
granted to any Optionee if the grant of such Option to such Optionee
would otherwise cause the aggregate fair market value (determined at
the time the Option is granted) of the Stock for which Options are
exercisable for the first time by such Optionee under all Incentive
Stock Option Plans of the Company during any calendar year to exceed
$100,000. Non-qualified Stock Options may be granted to Eligible
Employees at the sole discretion of the Board of Directors.
6. Option Agreement. Subject to the provisions of this Plan, each Option
granted to an Optionee shall be set forth in an Option Agreement upon
such terms and conditions as the Board of Directors determines, including
a vesting schedule. Each such Option Agreement shall incorporate the
provisions of this Plan by reference. The date of the grant of an Option
is the date specified in the Option Agreement. Any Option Agreement shall
clearly identify such Options as Incentive Stock Options or Non-qualified
Stock Options.
7. Option Prices.
(a) Determination of Option Price. The option price for Stock shall not
be less than one hundred percent (100%) of the fair market value of
the Stock on the date of the grant of such Option. The option price
for Stock granted to an Eligible Employee who possesses more than ten
percent (10%) of the total combined voting power of all classes of
common stock of the Company (a "Ten Percent Shareholder") shall not
be less than one hundred ten percent (110%) of the fair market value
of the Stock on the date of the grant of such Option.
(b) Determination of Fair Market Value. For the purpose of this Plan, the
fair market value of the Stock on the date of granting an Option (the
"Grant Date") shall be the closing price on the Grant Date as
published in the Wall Street Journal.
(c) Determination of Stock Ownership. For purposes of paragraphs 7 and 8,
an optionee's common stock ownership shall be determined by taking
into account the rules of constructive ownership set forth in Section
424(d) of the Code.
(d) No Repricing. No Option granted under this Plan shall be amended to
reduce the option price.
12
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8. Term of Option. The term of an Option may vary within the sole discretion
of the Board of Directors, provided, however, that the term of an
Incentive Stock Option granted to an Eligible Employee shall not exceed
ten (10) years from the date of grant of such Incentive Stock Option
(five (5) years in the case of a Ten Percent Shareholder). An Option may
be cancelled only in connection with the termination of employment or
death of the Optionee (as more particularly described in paragraph 9
hereof).
9. Exercise of Option.
(a) Limitation on Exercise of Option. Except as otherwise provided
herein, the Board of Directors, in its sole discretion, may limit an
Option by restricting its exercise in whole or in part to specified
vesting periods or until specified conditions have occurred. The
vesting periods and any restrictions will be set forth in the Option
Agreement.
(b) Exercise Prior to Cancellation. An Option shall be exercisable only
during the term of the Option as long as the Optionee is in
"Continuous Employment" with the Acquired Company, the Company, any
Subsidiary, or any successor thereof. Notwithstanding the preceding
sentence, as long as the Option's term has not expired, an Option
which is otherwise exercisable in accordance with its provisions
shall be exercisable
(i) for a period ending ninety (90) days after the Optionee's
Continuous Employment has terminated, unless the Optionee was
terminated for cause, in which case the Option terminates on
notice of termination of employment; or
(ii) by the estate of the Optionee, within one (1) year after the
date of the Optionee's death, if the Optionee should die while
in Continuous Employment; or
(iii) within one (1) year after the Optionee's Continuous Employment
terminates, if the Optionee becomes disabled (as defined in
Section 22(e) of the Code) during Continuous Employment with
the Company and such disability is the cause of termination.
For purposes of this Plan, the term "Continuous Employment" shall
mean service as a common law employee and the absence of any
interruption or termination of employment (or termination of a
consulting contract) by the Acquired Company, the Company, or
Subsidiary which now exists or hereafter is organized or acquired by
the Company. Continuous Employment shall not be considered
interrupted in the case of sick leave, military leave, or any other
leave of absence approved by the Company or in the case of transfers
between the Acquired Company, the Company, or between any Subsidiary,
or successor thereof. The term "cause" as used in this subparagraph
9(b) shall mean: (i) commission of a felony or a charge of theft,
dishonesty, fraud or embezzlement; (ii) failure to adhere to
reasonable directives and policies, willful disobedience or
insubordination; (iii) disclosing to a competitor or other
unauthorized person, proprietary information, confidences, or trade
secrets of the Acquired Company, the Company, or Subsidiary; (iv)
recruitment of Acquired Company, Company, or Subsidiary personnel on
behalf of a competitor or potential competitor of the Acquired
Company, the Company, or Subsidiary, or any successor thereof; or
(v)solicitation of business on behalf of a competitor or potential
competitor of the Acquired Company, the Company, or Subsidiary, or
any successor thereof.
13
<PAGE>
(c) Method of Exercising an Option. Subject to the provisions of any
particular Option, including any provisions relating to vesting of an
Option, an Optionee may exercise an Option, in whole or in part, by
written notice to the Company stating in such written notice the
number of shares of Stock such Optionee elects to purchase under the
Option, and the time of the delivery thereof, which time shall be at
least fifteen (15) days after the giving of such notice, unless an
earlier date shall have been mutually agreed upon. Upon receipt of
such written notice, the Company shall provide the Optionee with that
information required by the applicable state and federal securities
laws. If, after receipt of such information, the Optionee desires to
withdraw such notice of exercise, the Optionee may withdraw such
notice of exercise by notifying the Company, in writing, prior to the
time set forth for delivery of the shares of Stock. In no event may
an Option be exercised after the expiration of its term. An Optionee
is under no obligation to exercise an Option or any part thereof.
(d) Payment for Option Stock. The exercise of any Option shall be
contingent upon receipt by the Company of cash, (or if permitted by
the Board of Directors, shares of the Company's Common Stock or
cancellation of a vested portion of the Stock Option), in an amount
equal to the full option price of the shares of Stock being
purchased. The Board of Directors may, but is not required to, accept
a promissory note, secured or unsecured, in the amount of the option
price made by the Optionee on terms and conditions satisfactory to
the Board of Directors.
(e) Delivery of Stock to Optionee. Provided the Optionee has delivered
proper notice of exercise and full payment of the option price, the
Company shall undertake and follow all necessary procedures to make
prompt delivery of the number of shares of Stock which the Optionee
elects to purchase at the time specified in such notice. Such
delivery, however, may be postponed at the sole discretion of the
Company to enable the Company to comply with any applicable
procedures, regulations, or listing requirements of any governmental
agency, stock exchange, or regulatory authority. As a condition to
the issuance of shares of Stock, the Company may require such
additional payments from the Optionee as may be required to allow the
Company to withhold any income taxes which Company deems necessary to
insure the Company that it can comply with any federal or state
income tax withholding requirements.
10. Non-transferability. Except as otherwise provided in paragraph 9(b) (ii)
and (iii) hereof, an Option granted to an Optionee may be exercised only
during such Optionee's lifetime by such Optionee. An Option may not be
sold, exchanged, assigned, pledged, encumbered, hypothecated, or
otherwise transferred except by will or by the laws of descent and
distribution. No Option or any right there under shall be subject to
execution, attachment, or similar process by any creditors of the
Optionee. Upon any attempted assignment, transfer, pledge, hypothecation,
or other encumbrance of any Option contrary to the provisions hereof,
such Option and all rights thereunder shall immediately terminate and
shall be null and void with respect to the transferee or assignee.
14
<PAGE>
11. Compliance with the Securities Laws.
(a) Optionee's Written Statement. The Board of Directors may, in its sole
discretion, require that at the time an Optionee elects to exercise
his or her Option, he or she shall furnish a written statement to the
Company that he or she is acquiring such shares of Stock for
investment purposes only and that he or she has no intention of
reselling or otherwise disposing of such Stock, along with a written
acknowledgment that the Option and the shares of Stock pertaining to
the Option are not registered under the Securities Act of 1933, as
amended (the "Act"), the Florida securities laws, or any other state
securities laws. In the event that shares of Stock subject to the
Option are registered with the Securities and Exchange Commission, an
Optionee shall no longer be required to comply with this subparagraph
11(a).
(b) Registration Requirements. If at any time the Board of Directors
determines, in its sole discretion, that the listing, registration,
or qualification of the shares of Stock subject to the Option upon
any securities exchange or under any state or federal securities
laws, or the consent, or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection
with, the issuance or purchase of shares thereunder, then the Option
may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been
effected or obtained (and the same shall have been free of any
conditions not acceptable to the Board of Directors).
(c) Restrictions on Transfer of Shares. The shares of Stock acquired by
an Optionee pursuant to the exercise of an Option hereunder shall be
freely transferable; provided, however, that such shares of Stock may
not be sold, transferred, pledged, or hypothecated, unless (i) a
registration statement covering the securities is effective under the
Act and appropriate state securities laws, or (ii) an opinion of
counsel, satisfactory to the Company, that such sale, transfer,
pledge, or hypothecation may legally be made without registration of
such shares under federal or state securities laws has been received
by the Company.
(d) Restrictive Legend. In order to enforce the restrictions imposed upon
shares of Stock under this Plan, the Company shall make appropriate
notation in its stock records or, if applicable, shall issue an
appropriate stock transfer instruction to the Company's stock
transfer agent. In addition, the Company may cause a legend or
legends to be placed on any certificates representing shares of Stock
issued pursuant to this Plan, which legend or legends shall make
appropriate reference to such restrictions in substantially the
following form:
The shares of Common Stock evidenced by this certificate have been
issued under the Sawtek Inc. Stock Option Plan for Acquired Companies
(the "Plan") and are subject to the terms and provisions of such
Plan.
These shares have not been registered under the Securities Act of
1933, as amended, the Florida Securities and Investor Protection Act
or any other state securities laws, and, therefore, cannot be sold
unless they are subsequently registered under the Act and any
applicable state securities laws, or unless an exemption from
registration is available.
15
<PAGE>
12. Changes in Capital Structure of Company. In the event of a capital
adjustment resulting from a stock dividend, stock split,
reclassification, recapitalization, or by reason of a merger,
consolidation, or other reorganization in which the Company is the
surviving corporation, the Board of Directors shall make such adjustment,
if any, as it may deem appropriate in the number and kind of shares
authorized by this Plan, or in the number, option price, and kind of
shares covered by the Options granted. The Company shall give notice of
any adjustment to each Optionee and such adjustment shall be deemed
conclusive. The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined solely by the Board of
Directors, and any such adjustment may provide for the elimination of
fractional shares.
13. Reorganization, Dissolution or Liquidation. In the event of the
dissolution or liquidation of the Company, or any merger or combination
in which the Company is not a surviving corporation is involved, or the
Company transfers substantially all of its assets or property to another
corporation, or in the event any other corporation acquires control of
the Company in a reorganization within the meaning of Section 368(a) of
the Code, all outstanding Options shall thereupon terminate, unless such
Options are assumed or substitutes therefor are issued (within the
meaning of Section 424(a) of the Code) by the surviving or acquiring
corporation in any such merger, combination, or other reorganization.
Notwithstanding the previous sentence, the Company shall give at least
fifteen (15) days written notice of such transaction to holders of
unexercised Options prior to the effective date of such merger,
combination, reorganization, dissolution, or liquidation. The Board of
Directors, in its sole discretion, may elect to accelerate the vesting
schedules of all Options previously issued upon such notice, and the
holders thereof may exercise such Options prior to such effective date,
notwithstanding any time limitation previously placed on the exercise of
such Options.
14. Dividends; Voting Stock.
(a) Dividends. Purchasers of Stock pursuant to this Plan will be
entitled, after issuance of their stock certificates, to any
dividends that may be declared and paid on the shares of Stock
registered in their names. A stock certificate representing dividends
declared and paid in shares of Stock shall be issued and delivered to
the purchaser after such shares have been registered in the
purchaser's name. Such stock certificate shall bear the legends set
forth above and shall be subject to the provisions of this Plan, the
Option Agreement and any escrow arrangement.
(b) Voting Rights. Purchasers of shares of the Stock shall be entitled to
receive all notices of meetings and exercise all voting rights of a
shareholder with respect to the shares of Stock purchased.
(c) Rights as Shareholder. An Optionee shall have no rights as a
shareholder with respect to any shares covered by his or her Option
until exercise of the Option and the date of issuance of a
certificate to him for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the
date such certificate is issued.
16
<PAGE>
15. Amendment and Termination of the Plan.
(a) No Amendment Without Shareholder Approval. This Plan may only be
amended by obtaining the approval of the Company's shareholders.
(b) Automatic Termination. This Plan shall terminate five (5) years after
its approval by the share holders of the Company, unless the Board of
Directors shall, in its discretion, elect to terminate this Plan at
an earlier date. Options may be granted under this Plan at any time
and from time to time prior to termination of the Plan under this
subparagraph 15(b). Any Option outstanding at the time the Plan is
terminated under this subparagraph 15(b)shall remain in effect until
the Option is exercised or expires.
16. Miscellaneous.
(a) Notices. All notices and elections by an Optionee shall be in writing
and delivered in person or by mail to the President or Treasurer of
the Company at the principal office of the Company.
(b) Effective Date of the Plan. The effective date of this Plan shall be
the date of its approval by the shareholders of the Company.
(c) Employment. Nothing in the Plan or in any Option granted hereunder,
or in any Stock Option Agreement relating thereto shall confer upon
any employee of the Acquired Company, the Company, or any Subsidiary,
or any successor thereof, the right to continue in the employ of the
Acquired Company, the Company, or any Subsidiary.
(d) Plan Binding. The Plan shall be binding upon the successors and
assigns of the Company.
(e) Gender. Whenever used herein, nouns in the singular shall include the
plural, and the masculine pronoun shall include the feminine gender.
(f) Headings. Captioned headings of paragraphs and subparagraphs hereof
are inserted for convenience and reference, and constitute no part of
the Plan.
(g) Applicable Law. The validity, interpretation and enforcement of this
Plan are governed in all respects by the laws of the State of Florida
and the United States of America.
17
<PAGE>
Performance Graph
- -----------------
The graph below compares the performance of the Company's Common Stock with the
performance of the NASDAQ composite index and the Hambrecht &Quist communication
sector component of its Growth and Technology Index. The comparison of total
return on investment for the period assumes that $100 was invested on May 1,
1996 (the date the Company went public) in the Company and each of the indices.
Comparison of Total Return among NASDAQ
Composite Index and the H&Q Communication Sector of its
Growth and Technology Index and Sawtek Inc.
<TABLE>
<CAPTION>
End of Period Values
May 1, 1996 September 30, 1996 September 30, 1997
----------- ------------------ ------------------
<S> <C> <C> <C>
Sawtek $100 $200 $356
NASDAQ Composite with dividends re-invested $100 $103 $142
Hambrecht & Quist Communication Sector Index $100 $101 $113
</TABLE>
18
<PAGE>
Summary Compensation Table
- --------------------------
The table below illustrates annual and long-term compensation for services to
the Company for the years ended September 30, 1997, 1996 and 1995 for those
executives who, as of September 30, 1997, were (i) the Chief Executive Officer
and (ii) the other four most highly compensated executives of the Company.
<TABLE>
<CAPTION>
Other Total Option
Name and Position Year Salary Bonus Compensation (3) Grants # (1)
- ----------------- ---- ------ ----- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Steven P. Miller 1997 $216,000 $142,004 $ 4,078 --
Chairman & Chief 1996 199,992 714,274 48,521 --
Executive Officer 1995 158,184 239,341 22,817 --
Neal J. Tolar 1997 180,000 118,604 5,529 --
Senior Vice President & 1996 167,003 692,831 39,594 --
Chief Technical Officer 1995 146,037 220,041 22,964 --
Gary A. Monetti 1997 141,000 85,050 3,490 20,000
President & Chief 1996 109,990 73,098 27,759 --
Operating Officer 1995 97,565 111,438 14,398 --
Thomas L. Shoquist (2) 1997 118,000 46,895 3,715 --
Vice President-Quality 1996 113,526 58,367 27,349 --
1995 106,850 102,533 16,210 --
Raymond A. Link 1997 130,000 79,604 3,612 15,000
Vice President-Finance & 1996 106,194 74,683 15,097 60,000
Chief Financial Officer 1995 * * * 100,000
<FN>
* Mr. Link joined the Company in Fiscal 1995 and earned less than $100,000
in Fiscal 1995.
(1) Amounts shown represent the number of shares subject to qualified and
non-qualified stock options granted each year.
(2) Mr. Shoquist retired from Sawtek Inc. on October 1, 1997.
(3) The amounts reported include the following:
</FN>
</TABLE>
<TABLE>
<CAPTION>
Contributions to the Sawtek Inc. Taxable Premiums Estate and
Employee Stock Ownership Plan Portion of for Disability Tax Planning
Name Year # of Shares Cost Basis Life Insurance Insurance Services
- ---- ---- ----------- ---------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven P. Miller 1997 6,127 $ 2,757 $ 1,321 -- --
1996 19,771 20,329 1,218 2,245 24,729
1995 32,048 14,421 1,218 3,363 3,815
Neal J. Tolar 1997 6,127 2,757 2,772 -- --
1996 19,771 20,329 2,556 -- 16,709
1995 32,048 14,421 1,636 6,542 365
Gary A. Monetti 1997 7,080 3,186 304 -- --
1996 19,771 20,329 224 -- 7,206
1995 31,498 14,174 224 -- --
Thomas L. Shoquist 1997 7,080 3,186 529 -- --
1996 19,771 20,329 1,020 -- 6,000
1995 34,654 15,594 616 -- --
Raymond A. Link 1997 7,080 3,186 426 -- --
1996 14,360 14,765 332 -- --
</TABLE>
19
<PAGE>
Option Grants in FY97
<TABLE>
<CAPTION>
Potential Realizable Value at
% of Exercise Market Price Assumed Rate of Stock Price
Total Price Per Share at Expiration Appreciation for Option Term
# Granted (1) Grants (2) Per Share Date of Grant Date 0% 5% 10%
------------- ---------- --------- ------------- ---------- --- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven P. Miller -- -- -- -- -- -- -- --
Neal J. Tolar -- -- -- -- -- -- -- --
Gary A. Monetti 20,000 8.18% $28.75 $28.75 3/26/07 $0 $361,614 $916,402
Thomas L. Shoquist -- -- -- -- -- -- -- --
Raymond A. Link 15,000 6.13% $28.75 $28.75 3/26/07 $0 $271,211 $687,302
<FN>
(1) The options become exercisable at a rate of 25% per year over four years
and have a term of 10 years. The potential realizable value is calculated
based on the term of the option at the time of the grant (10 years). Stock
price appreciation of 5% and 10% is assumed pursuant to rules promulgated
by the Securities and Exchange Commission and does not represent the
Company's prediction of its stock performance.
(2) Based on an aggregate of 244,500 options granted to employees, officers
and Directors of the Company in fiscal 1997 including the Named Executive
Officers.
</FN>
</TABLE>
Aggregate Option Exercises in Fiscal Year 1997 and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
# of Shares Underlying Unexercised Value of In-the-Money
Acquired Value Options at September 30, 1997 Options at September 30, 1997 (2)
On Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven P. Miller -- -- -- -- -- --
Neal J. Tolar -- -- -- -- -- --
Gary A. Monetti 94,250 $2,788,394 167,980 23,750 $7,748,078 $ 520,494
Thomas L. Shoquist -- -- -- -- -- --
Raymond A. Link 40,000 $1,011,888 25,000 110,000 $1,139,513 $4,125,525
<FN>
(1) Based on the product of (i) the fair market value of the Common Stock at
the date of exercise minus the exercise price and (ii) the number of
shares acquired upon exercise.
(2) Based on the product of (i) the fair market value of the Common Stock at
September 30, 1997 ($46.25 per share) minus the exercise price and (ii)
the number of shares acquired upon exercise.
</FN>
</TABLE>
20
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
Directors, Executive Officers and Five Percent (5%) Shareholders
<TABLE>
<CAPTION>
Shares Beneficially Owned
Principal Shareholders Number Percent
- ---------------------- ------ -------
<S> <C> <C>
Employee Stock Ownership and 401(k) Plan (1) 6,569,669 31.63%
("The ESOP")
Pilgrim Baxter & Associates, Ltd. (2) 2,077,369 10.00%
1255 Drummers Lane, Suite 300
Wayne, PA 14087-1590
Executive Officers and Directors
Steven P. Miller (3) 1,217,346 5.86%
Neal J. Tolar (4) 1,041,827 5.02%
Gary A. Monetti (5) 204,230 0.98%
Raymond A. Link (6) 34,874 *
Robert C. Strandberg (7) 10,134 *
Bruce S. White (8) 16,667 *
Willis C. Young (8) 6,667 *
All Directors and Executive Officers as a Group (8 persons) 2,531,745 12.19%
<FN>
* Less than 1% of the outstanding Common Stock.
(1) Marine Midland Bank is the Trustee of the ESOP. The ESOP, through its
Trustee, exercises sole dispositive and voting control over these shares,
all of which are held by the ESOP as record owner. Includes 4,039,445
shares allocated to participants' accounts and 2,530,224 shares not yet
allocated to participants' account. Each ESOP participant, with respect to
certain matters, controls the voting of shares allocated to his or her
account by instructing the Trustee how such shares shall be voted. The
Trustee controls the voting of all unallocated shares.
(2) The Company has relied on information supplied directly by this firm.
(3) Includes 406,323 shares held by Sawmill Investment Limited Partnership of
which Mr. Miller is the general partner and 787,835 shares held by Via
Capri Investment Limited Partnership of which Mr. Miller has indirect
voting control, and 23,188 shares held in trust for his majority age
children. Excludes 108,497 shares owned by the ESOP but allocated to his
account.
(4) Excludes shares owned by his majority age children for which he disclaims
any beneficial interest. Excludes 147,543 shares owned by the ESOP but
allocated to his account. Includes 331,201 shares held by MOP Investment
Limited Partnership and 710,626 held by MOPNJ Investment Limited
Partnership of which Dr. Tolar has indirect voting control.
(5) Includes options to purchase 171,730 shares of Common Stock exercisable
within 60 days of October 31, 1997. Excludes 98,569 shares owned by the
ESOP but allocated to his account.
(6) Includes options to purchase 25,000 shares of Common Stock exercisable
within 60 days of October 31, 1997. Excludes 17,354 shares owned by the
ESOP but allocated to his account.
(7) Includes options to purchase 9,334 shares of Common Stock exercisable
within 60 days of October 31, 1997.
(8) Includes options to purchase 6,667 shares of Common Stock exercisable
within 60 days of October 31, 1997.
</FN>
</TABLE>
21
<PAGE>
PROXY
STEVEN P. MILLER, RAYMOND A. LINK AND WILLIAM A. GRIMM, or any of them, are
hereby authorized, with full power of substitution, to represent and to vote the
stock of the undersigned at the Annual Meeting of Shareholders of the Company to
be held on January 23, 1998, or at any adjournment, upon such business as may
properly come before the meeting, including the following items as set forth in
the Proxy Statement.
1. Election of Directors, Nominees:
Steven P. Miller, Neal J. Tolar, Robert C. Strandberg, Bruce S. White,
Willis C. Young
For the above
slate of nominees Withheld
Election of Directors _______ ______
If withheld, please list the nominee(s) that you are not in favor of:
_______________________________________________
2. Amendment to the Sawtek Inc. Second Stock Option Plan:
For the
Amendment Withheld
_______ ______
3. Adoption of the Sawtek Inc. Stock Option Plan for Acquired Companies:
For the
Amendment Withheld
_______ ______
You are encouraged to specify your choices by marking the appropriate box. This
Proxy, when properly executed, is voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this Proxy will be voted for
the election of Directors, for the amendment to the Sawtek Inc. Second Stock
Option Plan, and for the adoption of the Sawtek Inc. Stock Option Plan for
Acquired Companies. The Proxies cannot vote your shares unless you sign and
return the ballot. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before this meeting.
________ I plan to attend the meeting.
Signature(s) ________________________________ Date _________________
Signature ________________________________ Date _________________
Please sign exactly as name appears above. When signing as attorney,
executor, administrator, Trustee, or guardian, give your full title as
such. All joint owners must sign.
(change of address) Shares held in your name:
_____________________________________ _________________________
_____________________________________
_____________________________________
<PAGE>
