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EXHIBIT 99.1
TRANSCRYPT INTERNATIONAL, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN
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TRANSCRYPT INTERNATIONAL, INC.,
1999 NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN
1. PURPOSES AND AUTHORIZED SHARES.
The purposes of this Transcrypt International, Inc., 1999 Non-Employee Director
Stock Purchase Plan (the "Plan") are to attract, motivate and retain Eligible
Non-Employee Directors of the Company who elect to participate in this Plan by
offering them opportunities to increase their stock ownership in the Company.
An aggregate number not to exceed 100,000 shares of Common Stock (subject to
adjustments described in the Plan) may be delivered pursuant to this Plan. Such
Common Stock may be either treasury shares or authorized, but unissued, shares
of Common Stock.
2. DEFINITIONS.
Whenever the following terms are used in this Plan they shall have the meaning
specified below unless the context clearly indicates to the contrary:
ACCOUNT or ACCOUNTS means the Participant's Share Account.
APPLICABLE PERCENTAGE means the percentage of Eligible Compensation subject to
payment in Shares.
AVERAGE FAIR MARKET VALUE means the average of the Fair Market Values of a
share of Common Stock during the last 10 trading days preceding the last
business day of the Quarter, or the date specified in Section 5.2.2 or Section
5.3.3 (if applicable).
BOARD means the Board of Directors of the Company.
CODE means the Internal Revenue Code of 1986, as amended.
COMMON STOCK means the common stock of the Company, par value $.01.
COMMITTEE means the Board or a committee of the Board acting under delegated
authority from the Board.
COMPANY means Transcrypt International, Inc., a Delaware corporation, and its
successors and assigns.
EFFECTIVE DATE means June 30, 2000.
ELIGIBLE COMPENSATION means retainer and meeting fees for services as a
director.
ELIGIBLE NON-EMPLOYEE DIRECTOR means a member of the Board, who is not an
officer or employee of the Company or a subsidiary, and who is compensated in
the capacity as a
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director and (with reference to any outstanding Account balance under this
Plan) any person who has an Account balance under this Plan by reason of his or
her prior status as an Eligible Non-Employee Director.
EXCHANGE ACT means the Securities and Exchange Act of 1934, as amended from
time to time.
FAIR MARKET VALUE means the market price of the Common Stock on the applicable
date, determined by the Committee as follows:
(i) If the Common Stock was traded over-the-counter on the date in question
but was not traded on the Nasdaq system or the Nasdaq National Market System,
then the Fair Market Value shall be equal to the mean between the last reported
representative bid and asked prices quoted for such date by the principal
automated inter-dealer quotation system on which the Common Stock is quoted or,
if the Common Stock is not quoted on any such system, by the "Pink Sheets"
published by the National Quotation Bureau, Inc.;
(ii) If the Common Stock was traded over-the-counter on the date in question
and was traded on the Nasdaq system or the Nasdaq National Market System, then
the Fair Market Value shall be equal to the last-transaction price quoted for
such date by the Nasdaq system or the Nasdaq National Market System;
(iii) If the Common Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date; and
(iv) If none of the foregoing provisions is applicable, then the Fair Market
Value shall be determined by the Committee in good faith on such basis as it
deems appropriate.
In all cases, the determination of Fair Market Value by the Committee shall be
conclusive and binding on all persons.
PARTICIPANT means any person who elects to participate in this Plan or
otherwise has an Account balance under this Plan.
PLAN means this Transcrypt International, Inc., 1999 Non-Employee Director
Stock Purchase Plan, as amended from time to time.
QUARTER means each calendar quarter during the term of this Plan, commencing
with the beginning of the first calendar quarter after the Effective Date.
SHARES means treasury shares or authorized, but unissued, shares of Common
Stock.
SHARE ACCOUNT means an Account established under Section 5.1 pursuant to an
election under Section 4.
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3. PARTICIPATION.
Each Eligible Non-Employee Director may elect to receive Shares in lieu of cash
compensation, under and subject to Section 4 of this Plan, for all or a portion
of his or her Eligible Compensation for any Quarter.
4. SHARE ELECTIONS.
After the Effective date and on or before the December 31 immediately preceding
each calendar year (or, in the case of a person who first becomes an Eligible
Non-Employee Director during the calendar year, within 30 days after becoming
an Eligible Non-Employee Director), each Eligible Non-Employee Director may
make an irrevocable election to receive all or a portion of his or her Eligible
Compensation for the calendar year in Shares. In the case of the first Plan
year, an Eligible Non-Employee Director may make such election within 30 days
after the Effective Date.
The portions of the Eligible Compensation subject to payment in Shares shall be
limited to increments of 0%, 25%, 50%, 75% or 100% (the "Applicable
Percentage"). All elections shall be in writing on forms provided by the
Company. If an election is made under this Section 4 and is not revoked or
changed with respect to the following calendar year by the end of the
applicable calendar year, the election will be deemed a continuing one.
5. ACCOUNTS.
5.1. SHARE ACCOUNTS.
If an Eligible Non-Employee Director has made a Share election under
Section 4, an amount equal to the Applicable Percentage of the Eligible
Compensation shall be withheld from fees during each Quarter and credited to a
Share Account, payable as provided in Section 5.3.
5.2. IMMEDIATE VESTING AND ACCELERATED CREDITING.
5.2.1. Amounts Vest Immediately. All amounts credited to an Eligible
Non-Employee Director's Account shall be at all times fully vested and not
subject to a risk of forfeiture.
5.2.2. Acceleration of Crediting of Accounts. The crediting of the
rights to payment of each Participant in respect of his or her Account shall be
accelerated if an Eligible Non-Employee Director ceases to serve as a director
of the Company. In such case, the Average Fair Market Value shall be determined
as of the date of termination of service.
5.3. DISTRIBUTION OF SHARES.
5.3.1. Time and Manner of Distribution of Accounts. The Shares payable
under this Plan in respect of Share Accounts shall be delivered as soon as
practicable after completion of the Quarter (or shorter service period, in the
event of termination of service), but no later than 30 business days following
(x) the end of the Quarter or (y) the date of termination of service, if
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applicable. The number of Shares deliverable shall be determined by (i)
dividing the amount of the Share Account (after crediting all amounts
contemplated hereby) by the Average Fair Market Value of the Company's Common
Stock, and (ii) rounding the number of Shares determined down to the nearest
whole number of such Shares. Cash shall be paid in lieu of fractional shares.
5.3.2. Acceleration of Share Account Distribution on Termination of
Service. If a Participant's service terminates, a Participant's Share Account
(including accelerated benefits under Section 5.2(b)), if any, shall be
distributed as soon as practicable, but no later than 30 business days
thereafter, and the number and valuation of the Shares will be based on the
amount in the Account divided by the Average Fair Market Value.
5.3.3. Acceleration. The Committee by declaration may accelerate any
payment date (using for valuation purposes the Average Fair Market Value as of
the date of its decision) in extraordinary circumstances where it determines
that such action is necessary or advisable to prevent a forfeiture or permit
the realization of intended benefits and is otherwise fair to the Participant
and the Company.
5.4. ADJUSTMENTS IN CASE OF CHANGES IN COMMON STOCK.
If there shall occur any change in the outstanding shares of the
Company's Common Stock by reason of any stock dividend, stock split,
recapitalization, merger, consolidation, combination or other reorganization,
exchange of shares, sale of all or substantially all of the assets of the
Company, split-up, split-off, spin-off, extraordinary redemption, liquidation
or similar corporate change or change in capitalization or any distribution to
holders of the Company's Common Stock (other than normal periodic cash
dividends), the Committee shall make such proportionate and equitable
adjustments consistent with the effect of such event on stockholders generally,
as the Committee determines to be necessary or appropriate, in the number, kind
and/or character of shares of Common Stock or other securities, property and/or
rights contemplated hereunder, including any appropriate adjustments to the
market prices used in the determination of the number of Shares, and in rights
in respect of Share Accounts credited under this Plan so as to preserve the
benefits intended.
6. ADMINISTRATION.
6.1. THE ADMINISTRATOR.
The Administrator of this Plan shall be the Board as a whole or a
Committee as appointed from time to time by the Board to serve as administrator
of this Plan. The participating members of any Committee so acting shall
include, as to decisions in respect of Participants who are subject to Section
16 of the Exchange Act, only those members who are Non-Employee Directors (as
defined in Rule 16b-3 promulgated under the Exchange Act). Members of the
Committee shall not receive any additional compensation for administration of
this Plan.
6.2. COMMITTEE ACTION.
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A member of the Committee shall not vote or act upon any matter which
relates solely to himself or herself as a Participant in this Plan. Action of
the Committee with respect to the administration of this Plan shall be taken
pursuant to a majority vote or (assuming compliance with Section 6.1) by
unanimous written consent of its members.
6.3. RIGHTS AND DUTIES; DELEGATION AND RELIANCE; DECISIONS BINDING.
Subject to the limitations of this Plan, the Committee shall be charged
with the general administration of this Plan and the responsibility for
carrying out its provisions, and shall have powers necessary to accomplish
those purposes, including, but not by way of limitation, the following:
6.3.1 To construe and interpret this Plan;
6.3.2 To resolve any questions concerning the amount of benefits
payable to a Participant (except that no member of the Committee shall
participate in a decision relating solely to his or her own benefits);
6.3.3 To make all other determinations required by this Plan;
6.3.4 To maintain all the necessary records for the administration of
this Plan; and
6.3.5 To make and publish forms, rules and procedures for the
administration of this Plan.
The determination of the Committee made in good faith as to any disputed
question or controversy and the Committee's determination of benefits payable
to Participants, including decisions as to adjustments under Section 5.4, shall
be conclusive and binding for all purposes of this Plan. In performing its
duties, the Committee shall be entitled to rely on information, opinions,
reports or statements prepared or presented by: (1) officers or employees of
the Company whom the Committee believes to be reliable and competent as to such
matters; and (ii) counsel (who may be employees of the Company), independent
accountants and other persons as to matters which the Committee believes to be
within such persons' professional or expert competence. The Committee shall be
fully protected with respect to any action taken or omitted by it in good faith
pursuant to the advice of such persons. The Committee may delegate ministerial,
bookkeeping and other non-discretionary functions to individuals who are
officers or employees of the Company.
6.4. TAX WITHHOLDING.
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To the extent the Committee deems tax withholding to be required with
respect to any amounts payable under this Plan under the Code or any other
federal, state, local or foreign law, the Committee may withhold such amounts
and make appropriate payments to the relevant tax authorities.
7. PLAN CHANGES AND TERMINATION.
7.1. AMENDMENTS.
The Board shall have the right to amend this Plan in whole or in part
from time to time or may at any time suspend or terminate this Plan; provided,
however, that, except as contemplated by Section 5.4, no amendment or
termination shall cancel or otherwise adversely affect in any way, without his
or her written consent, any Participant's rights with respect to then
outstanding Accounts. Any amendments authorized hereby shall be stated in an
instrument in writing, and all Participants shall be bound by the amendment
upon receipt of notice of the amendment.
7.2. TERM.
It is the current expectation of the Company that this Plan shall
continue indefinitely, but subject to the continued availability of authorized
Shares in accordance with Section 1 above. Continuance of this Plan, however,
is not assumed as a contractual obligation of the Company. If the Board of
Directors decides to discontinue or terminate this Plan, it shall notify the
Committee and Participants in this Plan of its action in writing, and this Plan
shall be terminated at the time set forth in the notice. All Participants shall
be bound thereby. No benefits shall accrue under this Plan in respect of
Eligible Compensation earned after a discontinuance or termination of this Plan.
8. MISCELLANEOUS.
8.1. LIMITATION ON PARTICIPANT'S RIGHTS.
Participation in this Plan shall not give any person the right to serve
as a member of the Board or any rights or interests other than as herein
provided. This Plan shall create only a contractual obligation on the part of
the Company as to amounts payable hereunder and shall not be construed as
creating a trust. This Plan, in and of itself, has no assets. Participants
shall have only the rights of a general unsecured creditor of the Company with
respect to amounts credited and benefits payable, if any, on their Share
Accounts. Participants shall not be entitled to receive actual dividends or to
vote Shares until after delivery of a certificate representing the Shares.
8.2. BENEFICIARIES.
8.2.1. Beneficiary Designation. Upon forms provided by and subject to
conditions imposed by the Company, each Participant may designate in writing
the Beneficiary or Beneficiaries (as defined in Section 8.2.2) whom such
Participant desires to receive any amounts payable under this Plan after his or
her death. The Company and the Committee may rely on the
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Participant's designation of a Beneficiary or Beneficiaries last filed in
accordance with the terms of this Plan.
8.2.2. Definition of Beneficiary. A Participant's "Beneficiary" or
"Beneficiaries" shall be the person, persons, trust or trusts (or similar
entity) designated by the Participant or, in the absence of a designation,
entitled by will or the laws of descent and distribution to receive the
Participant's benefits under this Plan in the event of the Participant's death,
and shall mean the Participant's executor or administrator if no other
Beneficiary is identified and able to act under the circumstances.
8.3. BENEFITS NOT TRANSFERABLE; OBLIGATIONS BINDING UPON SUCCESSORS.
Benefits of a Participant under this Plan shall not be assignable or
transferable and any purported transfer, assignment, pledge or other
encumbrance or attachment of any payments or benefits under this Plan, or any
interest therein, other than by operation of law or pursuant to Section 8.2,
shall not be permitted or recognized. Shares deliverable under this Plan may be
subject to restrictions on transfer under applicable securities laws, unless
the Shares are duly registered prior to issuance. Obligations of the Company
under this Plan shall be binding upon successors of the Company.
8.4. GOVERNING LAW; SEVERABILITY.
The validity of this Plan or any of its provisions shall be construed,
administered and governed in all respects under the laws of the State of
Delaware. If any provisions of this Plan shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.
8.5. COMPLIANCE WITH LAWS.
This Plan and the offer, issuance and delivery of shares of Common Stock
under this Plan are subject to compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal
securities law) and to such approvals by any listing agency or any regulatory
or governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities delivered under
this Plan shall be subject to prior registration or restrictions as the Company
may deem necessary or desirable to assure compliance with all applicable legal
requirements, and the person acquiring such securities shall, if requested by
the Company, provide such assurances and representations to the Company as it
may reasonably request to assure such compliance.
8.6. PLAN CONSTRUCTION.
It is the intent of the Company that transactions pursuant to this Plan
satisfy and be interpreted in a manner that satisfies the applicable conditions
for exemption under Rule 16b-3 promulgated under the Exchange Act ("Rule
16b-3") so that the distribution of Shares hereunder will be entitled to the
benefits of Rule 16b-3 or other exemptive rules under Section 16 of the
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Exchange Act and will not be subjected to avoidable liability thereunder. The
Committee may, subject to Sections 8.5, permit elections by individual
directors that would not qualify for exemption under Section 16(b) of the
Exchange Act, so long as the availability of any exemption thereunder for other
directors under this Plan is not compromised.
8.7. HEADINGS NOT PART OF PLAN.
Headings and subheadings in this Plan are inserted for reference only and
are not to be considered in the construction of the provisions hereof.
8.8. STOCKHOLDER APPROVAL.
This Plan shall become on the Effective Date, subject to adoption of the
Plan by the Board and approval of the Company's stockholders in conformity with
the bylaws of the Company.
