SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X} Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
CHORUS COMMUNICATIONS GROUP, LTD.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 transactions applies:
(3) Per unit price or other underlying value of transaction compute
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 2000 ANNUAL MEETING AND PROXY STATEMENT
[LOGO]
CHORUS
COMMUNICATIONS GROUP, LTD.
<PAGE>
DIRECTIONS TO MARRIOTT - MADISON WEST
MADISON MARRIOTT WEST
1313 JOHN Q. HAMMONS DRIVE
MIDDLETON, WISCONSIN 53562
608-831-2000
[GRAPHIC OMITTED - MAP]
TAKE EXIT 252 - GREENWAY BLVD.
OFF OF THE WEST BELTLINE FREEWAY
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IF YOU HAVE ANY QUESTIONS, PLEASE CALL OUR SHAREOWNER
SERVICES NUMBER: (800) 468-9716.
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<PAGE>
CHORUS COMMUNICATIONS GROUP, LTD.
POST OFFICE BOX 46520
MADISON, WISCONSIN 53744-6520
March 27, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting
of Shareholders of Chorus Communications Group, Ltd. ("Chorus")
to be held on Wednesday, April 26, 2000, at 7:00 p.m., at the
Marriott - Madison West, located in the Middleton Greenway
Center, 1313 John Q. Hammons Drive, Middleton, Wisconsin (see map
on reverse page).
The business items to be acted on during the meeting are
listed in the Notice of Annual Meeting and are described more
fully in the Proxy Statement. Following the business session, we
will discuss last year's operations, comment on items of interest
to you and the Company, and give you an opportunity to ask
questions.
YOUR VOTE IS VERY IMPORTANT. I encourage you to promptly
vote your proxy by either mail, telephone or Internet (a new
service available to our shareholders) in accordance with the
instructions on the enclosed proxy card, even if you plan to
attend the meeting. You may revoke your proxy at the Annual
Meeting and vote your shares in person if you wish.
To assist us in our preparation for refreshments following
the meeting, we would appreciate your marking your proxy card in
the space provided or completing the relevant vote by telephone
or Internet instructions if you plan to attend the meeting.
Thank you for your support of Chorus.
Very truly yours,
/s/ Dean W. Voeks
Dean W. Voeks
Chief Executive Officer
<PAGE>
CHORUS COMMUNICATIONS GROUP, LTD.
Post Office Box 46520
MADISON, WISCONSIN 53744-6520
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, APRIL 26, 2000, 7:00 P.M.
The Annual Meeting of Shareholders of CHORUS COMMUNICATIONS
GROUP, LTD., a Wisconsin corporation (the "Company"), will be
held at the Marriott - Madison West, Middleton Greenway Center,
1313 John Q. Hammons Drive, Middleton, Wisconsin, on Wednesday,
April 26, 2000 at 7:00 p.m. for the following purposes:
1. To elect a Director to hold office until the Annual
Meeting of Shareholders in 2003 and until a successor
has been elected.
2. To approve the Chorus Communications Group, Ltd. Stock
Incentive Plan.
3. To consider and transact any other business that may
properly come before the meeting or any adjournment(s)
or postponement(s) thereof.
The Board of Directors has fixed the close of business on
March 15, 2000 as the record date for the determination of the
shareholders of the Company entitled to notice of and to vote at
the Annual Meeting of Shareholders. Each share of the Company's
Common Stock is entitled to one vote on all matters presented at
the Annual Meeting.
By Order of the Board of Directors,
/s/ Grant B. Spellmeyer
March 27, 2000 Grant B. Spellmeyer, Secretary
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YOUR VOTE IS IMPORTANT
Please mark your voting choices, sign, date and return
your proxy card promptly in the enclosed envelope or
vote by telephone or Internet. If you attend the
meeting, you may vote by ballot, thereby canceling any
proxy you have previously submitted.
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<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 2000
This Proxy Statement is being furnished to shareholders of
record of Chorus Communications Group, Ltd. ("Chorus" or the
"Company") as of March 15, 2000 in connection with the
solicitation by the Board of Directors of Chorus of proxies for
the 2000 Annual Meeting of Shareholders to be held at Marriott -
Madison West, Middleton Greenway Center, 1313 John Q. Hammons
Drive, Middleton, Wisconsin on April 26, 2000 at 7:00 p.m., or at
any adjournments thereof, for the purposes stated in the Notice
of Annual Meeting of Shareholders. The approximate date of
mailing this Proxy Statement and enclosed form of proxy to
shareholders is March 27, 2000.
As of the close of business on March 1, 2000, the Company
had outstanding 5,371,450 shares of Common Stock. Each share of
Common Stock is entitled to one vote on all matters presented at
the Annual Meeting. The presence, either in person or by
properly executed proxy, of the holders of record of a majority
of the issued and outstanding stock entitled to vote at the
Annual Meeting shall constitute a quorum at the Annual Meeting.
You may revoke your proxy at any time before it is voted at
the meeting by executing a later-voted proxy by mail, telephone
or Internet or by voting ballet at the meeting.
Shares represented by duly executed proxies in the
accompanying form will be voted in accordance with the
instructions indicated on such proxies, and, if no such
instructions are indicated thereon, will be voted in favor of the
nominee for election as director named below and for the other
proposal referred to below. The vote required for approval of
the proposal before the shareholders at the Annual Meeting is
specified in the description of the proposal below.
A copy of the Company's Annual Report to Shareholders for
1999 is included with this Proxy Statement.
THE COMPANY WILL FURNISH, WITHOUT CHARGE ON THE WRITTEN
REQUEST OF ANY SHAREHOLDER, A COPY OF THE COMPANY'S FORM 10-K
REPORT (NOT INCLUDING EXHIBITS THERETO) FOR 1999 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. SUCH REQUEST SHOULD BE
SENT TO THE OFFICE OF THE SECRETARY OF CHORUS COMMUNICATIONS
GROUP, LTD, P.O. BOX 46520, MADISON, WISCONSIN 53744-6520.
ITEM NO. 1 - ELECTION OF DIRECTORS
The Board of Directors consists of five members. Each
director is required to be a resident of the State of Wisconsin
and a shareholder of the Company. The terms of office for the
directors are staggered, so that only one or two directors need
be elected in any one year. Each director, when duly elected and
qualified, has a term of office of three years or until his or
her successor is elected and qualified.
Under the terms of the Company's Bylaws, proposed nominees
for election to the Board of Directors for terms expiring in 2001
made by shareholders must be in writing and delivered or mailed
to the principal executive offices of the Company no later than
November 23, 2000 for consideration by the Nominating Committee
of the Board of Directors. The following information is required
to be submitted for shareholder proposed nominees to Board of
Directors: the name, date of birth, and address of the proposed
nominee, the principal occupation of the proposed nominee for the
last five years, the name and address of the nominating
shareholder, and the number of shares of capital stock of the
Company owned by the proposed nominee and nominating shareholder.
Mr. Harold L. (Lee) Swanson is currently a director whose
term will expire at the Annual Meeting on Wednesday, April 26,
2000. Mr. Swanson has been nominated for reelection.
<PAGE>
It is intended that proxies granted by the shareholders will
be voted, unless otherwise instructed on the proxy card or by
telephone or internet, in favor of electing the nominee as
director, who has consented to being named in this Proxy
Statement and serving if elected. If the nominee shall for any
reason become unavailable for election, it is the intention of
those named on the Proxy Card to vote for the election of such
other person as may be designated by the Board of Directors. The
nominee for director will be elected by a plurality of the votes
cast at the Annual Meeting of Shareholders. Shareholders may
withhold authority to vote for the nominee by marking the
appropriate box in the space provided for such purpose on the
proxy card or if you are voting by telephone or internet, follow
the system instructions. Proxies will be voted "for" the
election of the nominee unless instructions to "withhold" votes
are set forth on the proxy card or received by telephone or
internet. Withheld votes will not influence voting results.
Abstentions may not be specified as to the election of a
director. Broker non-votes have no effect on votes taken.
The following table sets forth the names of the nominee and
the current directors who will continue in office after the
Annual Meeting, their ages as of January 1, 2000, information as
to their business experience for the last five years (unless
otherwise noted), and the year they first became directors of the
Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE LISTED.
NOMINEE - TERM EXPIRING IN 2000
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
HAROLD L. (LEE) SWANSON (61) . . . . . . . . . 1997
Chief Executive Officer, President, and Director of
the State Bank of Cross Plains with which he has
been associated for more than 34 years; also a
director of Madison Gas & Electric Company.
Chairman of Chorus' Compensation Committee.
CONTINUING DIRECTORS - TERM EXPIRING IN 2001
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
DOUGLAS J. TIMMERMAN (59) . .. . . . . . . . . . . . . 1997
Chairman of the Board, President and Chief
Executive Officer of Anchor BanCorp Wisconsin Inc.
with which he has been associated for more than 22
years.
DEAN W. VOEKS (57) . . . . . . . . . . . . . . . . . . 1997
President, Chief Executive Officer and Director of
Chorus; he has been associated with Chorus and/or
its subsidiaries for more than 13 years.
CONTINUING DIRECTORS - TERM EXPIRING IN 2002
DIRECTOR
NAME (AGE) AND BUSINESS EXPERIENCE SINCE
CARRIE L. BENNETT-BARNDT (47) . . . . . . . . . . . . 1999
President and Director of Bennett-Barndt
Enterprises, Inc., an operator of certain
McDonald's Restaurants with which she has been
associated for over 10 years.
CHARLES MAULBETSCH (64) . . . . . . . . . . . . . . . 1997
Retired Vice-President of Middleton Community Bank.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
At January 1, 2000, each director or nominee and each
executive officer named in the Summary Compensation Table and all
directors and executive officers of the Company as a group
beneficially owned common stock of the Company as listed in the
following table. To our knowledge, no shareholder owned 5
percent or more of the Company's outstanding common stock as of
January 1, 2000.
SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
Carrie L. Bennett-Barndt 940(1) 0.0%
Howard G. Hopeman 15,318(2) 0.3%
Darold J. Londo 93 0.0%
Charles Maulbetsch 53,000(2) 1.0%
Harold L. (Lee) Swanson 16,500(2) 0.3%
Douglas J. Timmerman 68,421(3) 1.3%
Dean W. Voeks 6,968(2)(4) 0.1%
All directors or nominees and
executive officers as a group
(10 persons) 161,874 3.0%
FOOTNOTES
1Includes 440 shares of Common Stock held by a corporation
in which Ms. Bennett-Barndt has a pecuniary interest and voting
and investment power.
2Includes 10,488, 1,000, 11,030 and 2,074 shares of Common
Stock in self-directed Individual Retirement Accounts, to which
Messrs. Hopeman, Maulbetsch, Swanson and Voeks, respectively,
have voting and investment power.
3Includes 45,424 shares of Common Stock in a family
partnership and 22,829 shares of Common Stock in a family trust
in which Mr. Timmerman has a pecuniary interest and voting and
investment power; and 168 shares of Common Stock in custodial
ownership form in which Mr. Timmerman has voting and investment
power.
4Includes 300 shares of Common Stock in a Supplemental
Retirement Plan to which Mr. Voeks has voting and investment
power.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission. Based solely on review of the copies of
such forms furnished to the Company and written representations
from certain reporting persons, the Company believes that during
1999 all required filings were made in a timely fashion.
BOARD OF DIRECTORS AND COMMITTEES
The total 1999 annual director fees received for serving on
Chorus' Board and any subsidiary boards were $20,000 each for
Messrs. Maulbetsch, Swanson and Timmerman and $19,000 for Ms.
Bennett-Barndt. In addition, Mr. Timmerman received $3,400 for
serving as an officer of a subsidiary company. Mr. Voeks did not
receive any director fees. The Chorus Board of Directors met
eight times in 1999. All directors attended more than 75% of the
total number of meetings of the Board and the total number of
meetings held by all committees of the Board in which they served.
The Company has standing Audit and Compensation Committees.
The members of the AUDIT COMMITTEE are Messrs. Maulbetsch
and Swanson. The Audit Committee's function is to meet with
management and the independent public accountants to review with
them the scope and results of their audits, the Company's
accounting practices, and the adequacy of the Company's internal
controls. The Audit Committee held one meeting in 1999.
<PAGE>
The members of the COMPENSATION COMMITTEE are Messrs.
Maulbetsch, Swanson and Timmerman, and Ms. Bennett-Barndt, who
became a member in December 1999. The Compensation Committee
determines the compensation of the Chief Executive Officer and
reviews compensation guidelines for all other employees. The
Compensation Committee held three meetings in 1999.
COMPENSATION COMMITTEE INTERLOCKS
AND
INSIDER PARTICIPATION
Mr. Timmerman, President of Dickeyville Telephone
Corporation, a Chorus subsidiary, is a member of the Compensation
Committee.
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the
years 1997, 1998 and 1999 of the Chief Executive Officer and two
other executive officers whose annual compensation exceeded
$100,000 for 1999.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND OTHER ANNUAL RESTRICTED ALL OTHER
PRINCIPAL YEAR SALARY BONUS COMPENSATION STOCK AWARD COMPENSATION(3)
POSITION
Dean W. Voeks: 1999 $185,000 $ 0 $16,000(1) $37,000(2) $54,500
President and 1998 175,000 40,000 0 0 54,190
Chief Executive 1997 150,000 45,000 0 0 53,690
Officer
Howard G. Hopeman: 1999 $116,000 $25,000 $ 0 $ 0 $41,926
Executive Vice 1998 110,000 25,000 0 0 41,420
President, Chief 1997 100,500 20,000 0 0 39,661
Financial Officer
and Treasurer
Darold J. Londo: 1999 $ 95,700 $30,000 $ 0 $ 0 $ 7,669
President of 1998 85,000 10,000 0 0 4,408
Chorus Networks, 1997 0 0 0 0 0
Inc., a subsidiary
FOOTNOTES
1In 1999 Mr. Voeks received $16,000 for the reimbursement of
taxes on a restricted stock grant.
2In 1999, Mr. Voeks was granted 2000 shares of vested
restricted stock which was valued at market price at the time of
grant. Dividends are paid on this restricted stock.
3All other compensation for 1999 includes the following:
(i) the Company's contribution to 401K and/or deferred
compensation plans: Mr. Voeks - $10,000, Mr. Hopeman - $9,956,
and Mr. Londo - $7,669; (ii) the Company's contributions to a
non-qualified supplemental retirement plan: Mr. Voeks - $44,190,
and Mr. Hopeman - $31,970; and (iii) the Company's payment to Mr.
Voeks of $310 to cover a dividend missed on the restricted stock.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the
"Committee") is composed of four independent Directors who are
responsible for setting and administering compensation, including
base salary and annual bonus paid or awarded to Mr. Voeks, Chief
Executive Officer of Chorus Communications Group, Ltd. ("Chorus"
or the "Company"). In addition, the Committee reviews the
salaries of other executives, which are set by Mr. Voeks.
<PAGE>
NEW EXECUTIVE COMPENSATION PROGRAM FOR 2000
During 1999 into early 2000, the Committee, with the assistance
of Deloitte & Touche LLP, developed a new executive compensation
program focused on rewarding shareholder value creation and
performance against key drivers of total shareholder return. Key
features of the new executive compensation program are as follow:
Compensation Philosophy
- Reward shareholder value creation and performance versus key
drivers of total shareholder return.
- Reward team success while recognizing individual
contribution.
- Structure compensation opportunities and the mix of base
salary, annual incentives, and long-term incentives to reflect
compensation practices at similarly-sized telecommunication
industry peers.
- Fund annual incentives and determine the exercisability of
stock options in part by performance relative to that of the
performance of the compensation peer group.
- Encourage stock ownership to foster an ownership mentality.
Peers: A group of peer telecommunications industry companies was
used to identify competitive compensation opportunities. Peer
selection primarily reflected Chorus' classification within the
telecommunications industry, its business mix, and relative
revenue size. Information contained in peer proxies and other
sources of competitive data were analyzed and reviewed by the
Committee to ensure an understanding of competitive compensation
opportunities. The companies considered for compensation purposes
are not the same as companies included in the performance graph
peer group in this Proxy Statement. The performance graph peer
group companies are significantly larger than Chorus with much
higher compensation levels.
The review indicated that compensation for Chorus executives is
generally below the actual compensation paid in 1998 and reported
in 1999 proxies by peers. The Committee intends to review 1999
peer compensation data as it becomes publicly available.
Base Salary: Base salaries and salary increases will be based on
individual performance, as demonstrated over time and will be
managed around the peer group median.
Annual Incentives: Relative peer performance measures will be
used to assess corporate performance. Relative performance
measures will allow the Committee to assess how well Chorus
performs versus identified peers. Thus, management's ability to
create value for our shareholders in a changing regulatory
environment, changing economic conditions, and in response to
changing consumer behaviors versus how well our peers perform
will directly affect executive pay. Other performance criteria
that support value creation will also be used as deemed
appropriate by the Committee. Individual awards will also
reflect each executive's performance versus their performance
goals. The Committee intends that future annual incentive awards
be paid using a combination of cash and restricted stock. Awards
for above average performance will be paid via grants of
restricted stock with a two-year restriction period. Restricted
stock will increase executive/stockholder linkage, focus
executives on making contributions contributing to long term
stock price appreciation, and allow Chorus to retain key
executives.
Long-Term Incentives: Chorus will use stock options (subject to
shareholder approval of the Stock Incentive Plan) to reward
success as measured by the appreciation in the Company's common
stock price. Thus, the interests of executives will be more
closely linked with those of stockholders. Using relative total
shareholder return versus the peer group to determine when stock
options will become exercisable will further strengthen this
linkage.
To this end, the Stock Incentive Plan is being submitted in this
Proxy Statement for stockholder approval at the 2000 Annual
Meeting.
<PAGE>
1999 COMPENSATION
The following report represents the actions regarding
compensation paid to executives for 1999. During 1999, the
principal goal of the Company's compensation program was to pay
employees, including executive officers, at levels that are:
- consistent with the Company's current financial
condition, earnings and projected Consumer Price Index.
- reflective of individual performance and experience,
- competitive in the marketplace, and
- administered in a fair and consistent manner.
The salary of executive officers is established within a range
that considers competitive salary levels for similar sized
companies. The companies considered for compensation purposes in
1999 are not the same as companies included in the performance
graph peer group in this Proxy Statement. The performance graph
peer group companies are significantly larger than Chorus with
much higher compensation levels. Executive salaries were
determined by subjectively evaluating the individual's
performance and experience, and the Company's performance.
For 1999, the Company maintained a strong financial position and
prepared itself to be a key player in the marketplace of the new
century. Additionally, Chorus maintained an industry leadership
role in Wisconsin.
In March of 1999, the Committee reviewed Mr. Voeks' compensation
level and granted him 2000 shares of restricted common stock in
the Company and $16,000 as reimbursement for the payment of taxes
associated with the grant of stock.
Respectfully submitted by:
Harold L. (Lee) Swanson, Chairman
Charles Maulbetsch
Douglas J. Timmerman
Carrie Bennett-Barndt
<PAGE>
FIVE-YEAR PERFORMANCE COMPARISON
The graph below provides an indicator of cumulative total
shareholder returns for Chorus(1) as compared with the S&P
500-Telephone, Russell 2000, and a Peer Group(2). The Company
has decided to use the Russell 2000 for the broad equity market
index comparison. Given the Company's market capitalization
relative to the companies in the S&P 500-Telephone and the
Russell 2000, the Company believes the Russell 2000 companies are
a more representative alternative than the S&P 500-Telephone.
[Line graph of data points]
BASE YEARS ENDING
PERIOD
COMPANY NAME/INDEX DEC 94 DEC 95 DEC 96 DEC 97 DEC 98 DEC 99
Chorus 100 117.49 126.48 126.78 116.51 114.12
S&P 500-Telephone 100 150.64 152.15 212.46 312.11 329.94
Russell 2000 100 137.58 157.89 190.29 183.73 219.78
Peer Group 100 109.05 94.96 113.71 156.13 254.64
EXPLANATION
The graph assumes $100 invested on December 31, 1994 in Chorus
common stock, S&P 500-Telephone, Russell 2000, and the Peer
Group. Total return assumes reinvestment of dividends.
FOOTNOTES
1Chorus was formed on June 1, 1997 as a result of merging
Mid-Plains, Inc. and Pioneer Communications, Inc. into
subsidiaries of the Company. The total return for Chorus is based
on the total return on Chorus' common stock beginning June 1997
and Mid-Plains, Inc.'s common stock prior to the mergers.
2The Peer Group is composed of the following holding
companies that compete in the Company's industry segment of
telecommunications services and operate in markets which include
rural Wisconsin communities: Century Telephone Enterprise;
Citizens Utilities Company; Frontier Corporation and Telephone &
Data Systems, Inc.
MANAGEMENT CONTINUITY PLAN
Chorus has severance pay agreements ("Agreements") with
certain key employees including Messrs. Voeks, Hopeman and
Londo. The purpose of the Agreements is to encourage the
executive officers to continue to carry out their duties in the
event of the possibility of a change in control of the Company.
Benefits are payable under the Agreements only if a change
in control has occurred and within three years after such change
the executive's employment is terminated: (a) by the Company or
its successor for reasons other than "cause"; or (b) voluntarily
by the executive for "good reason," in each case as defined in
the Agreements. The principal benefit under the Agreement is a
lump-sum payment equal to 2.99 times the executive's annual
compensation. The agreements for Messrs. Voeks, Hopeman and
Londo are dated December 3, 1998. Each agreement terminates
after three years but is automatically extended on an annual
basis unless either the Company or the respective employee gives
a written notice of cancellation of such automatic extension.
<PAGE>
ITEM NO. 2 - STOCKHOLDER APPROVAL OF STOCK INCENTIVE PLAN
On February 16, 2000, the Board of Directors adopted the Chorus
Communications Group, Ltd. ("Chorus" or the "Company") Stock
Incentive Plan (the "Plan") providing for the issuance of a
maximum of 500,000 shares of Common Stock in connection with the
grant of options, restricted stock and/or other stock-based
awards, and recommended the Plan be submitted to stockholders for
approval at the Annual Meeting. The Plan, if approved, will
become effective retroactive to January 1, 2000. The following
summary is qualified in its entirety by reference to the complete
text of the Plan, which is attached as Appendix A. Capitalized
terms used but not defined herein shall have the meaning set
forth in the Plan.
Purpose: The Plan is intended to provide incentives and rewards
employees of the Company and its subsidiaries (i) to support the
execution of the Company's business and human resource strategies
and the achievement of its goals, and (ii) to associate the
interests of employees with those of the Company's stockholders.
Participants: All employees (including executive officers) of
the Company and its subsidiaries will be eligible to participate
in the Plan.
Authorization: The Plan provides that 500,000 shares of Common
Stock will be available for award grants during the life of the
Plan. Shares represented by awards which are cancelled,
forfeited, surrendered, terminated, paid in cash or expire
unexercised, will not reduce the number of shares available for
awards granted under the Plan. The shares of Common Stock
subject to awards under the Plan may be either authorized but
unissued shares or treasury shares. The Plan provides that
during any five-year period a participant may not be granted
stock options with respect to more than 100,000 shares.
Administration: The Board of Directors of the Company has
delegated the administration of the Plan to the Compensation
Committee (the "Committee"). The Committee will make
determinations with respect to the participation of employees in
the Plan and, except as otherwise required by law or the Plan,
the grant terms of awards including vesting schedules,
exercisability schedules, price, restriction period, dividend
rights, post-retirement and termination rights, payment
alternatives, and such other terms and conditions as the
Committee deems appropriate. The Committee may designate other
persons to carry out its responsibilities under such conditions
and limitations as it may set, other than its authority with
regard to awards granted to employees who are executive officers
or directors of the Company. Committee members are not eligible
to participate in the Plan. Prior to a change of control, the
Committee may cancel any award for reasonable cause and may
provide for the conditions and circumstances under which awards
will be forfeited.
Awards: The following types of awards and other Common
Stock-based awards may be granted under the Plan on a stand
alone, combination or tandem basis:
Stock Options: Nonqualified stock options may be granted. The
Committee will determine the exercise period for any stock option
at the time of grant; provided the exercise price may not be less
than the fair market value of a share of Common Stock on the date
of grant. The exercise price is payable, at the Committee's
discretion, in cash or in shares of already owned Common Stock.
Restricted Stock: Restricted stock are shares of Common Stock
that may not be sold or otherwise disposed of during a restricted
period after grant, the duration of which will be determined by
the Committee. Restricted stock may be voted by the recipient
who is also entitled to receive dividends unless the Committee
determines otherwise. A recipient of a grant of restricted stock
will generally earn unrestricted ownership only if the individual
is continuously employed by the Company or a subsidiary during
the entire restriction period. One use of restricted stock may
be to deliver that portion of annual incentives reflecting above
average performance that would otherwise be payable in cash.
<PAGE>
Other Stock-based Awards: The Committee may grant other types of
awards of Common Stock or awards based in whole or in part by
reference to Common Stock ("Other Stock-based Awards"). The
Committee will determine the time at which grants of such Other
Stock-based Awards are to be made, the size of such awards, and
all other conditions of such awards, including any restrictions,
deferral period or performance requirements.
Adjustments: In the event there is a change in the capital
structure of the Company as a result of any stock dividend or
split, recapitalization, merger, consolidation or spin-off or
other similar corporate change, the Committee may make an
adjustment in the number of shares of Common Stock available for
issuance, the number of shares covered by any outstanding award
and the price per share thereof.
Grants to Executive Officers: Grants of awards to executive
officers, as defined under the rules of the Securities and
Exchange Commission, will require that (i) no award providing for
an exercise, a vesting period, or a restriction period will
permit unrestricted ownership of the Common Stock by the
participant for at least six months from the date of grant and
(ii) Common Stock acquired pursuant to the Plan may not be sold
for at least six months after acquisition.
Amendments and Terminations: The Board of Directors may at any
time amend, suspend or discontinue the Plan and, prior to a
change of control, alter or amend any awards granted thereunder
to the extent permitted by law. Any such action by the Board of
Directors may be taken without the approval of the stockholders
of the Company to the extent that such approvals are not required
by applicable law or regulation. There is no set termination
date for the Plan.
Federal Income Tax Considerations: The following discussion
summarizes the federal income tax consequences to participants
who may receive grants of awards under the Plan. The discussion
is based upon interpretations of the Internal Revenue Code of
1986, as amended, in effect as of January 1, 2000, and the
regulations promulgated thereunder as of such date. This summary
is not intended to be exhaustive, does not constitute tax advice
and, among other things, does not describe state, local or
foreign tax consequences.
Nonqualified Stock Options: For federal income tax purposes, no
income is recognized by a participant upon the grant of a
nonqualified stock option. Upon exercise of an option,
compensation taxable as ordinary income will be realized by the
participant in an amount equal to the excess of the fair market
value of a share of Common Stock on the date of such exercise
over the exercise price. A subsequent sale or exchange of such
shares will result in gain or loss measured by the difference
between (i) the exercise price, increased by any compensation
reported upon the participant's exercise of the option, and (ii)
the amount realized on such sale or exchange. Such gain or loss
will be capital in nature if the shares were held as a capital
asset and will be long-term or short-term depending on how long
such shares were held from option exercise.
Restricted Stock: A recipient of restricted stock generally will
be subject to tax at ordinary income rates on the fair market
value of the Common Stock at the time restricted stock is no
longer subject to forfeiture. However, a recipient may make a
tax election to accelerate the taxable event to the grant date.
In such circumstances, the recipient will recognize taxable
income on the date of grant equal to the fair market value of the
restricted stock as if there were no restriction period. If the
shares subject to such election are subsequently forfeited, the
recipient will not be entitled to any deduction, refund or loss
for tax purposes with respect to the forfeited shares. Upon sale
of the restricted stock after the restriction period has expired,
the holding period to determine whether the recipient has
long-term or short-term capital gain or loss begins when the
restriction period expires. However, if the recipient makes a
timely election to be taxed as of the date of the grant, the
holding period commences on the date of grant.
<PAGE>
Other Stock-based Awards: The federal income tax consequences of
Other Stock-based Awards will depend on how such awards are
structured.
Generally, the Company will be entitled to a deduction with
respect to such awards only to the extent that the recipient
realizes compensation income in connection with such awards.
VOTE REQUIRED - Approval and adoption of the Plan by
shareholders requires the affirmative vote of a majority of the
outstanding shares of Common Stock entitled to vote at the
Annual Meeting of Shareholders. Assuming the existence of a
quorum, abstentions and broker non-votes will be treated as a
vote against the Plan. It is intended that proxies granted by
the shareholders will be voted, unless instructed on the proxy
card or by telephone or internet, "FOR" the Plan.
The Stock Incentive Plan will be submitted to shareholders for
their approval at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
STOCK INCENTIVE PLAN.
RECEIPT OF SHAREHOLDERS' PROPOSALS AND DIRECTOR
NOMINATIONS FOR NEXT ANNUAL MEETING
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
The date by which shareholder proposals must be received by
the Company for inclusion in proxy materials relating to the 2001
Annual Meeting of Shareholders is November 23, 2000. If a
shareholder intends to submit a proposal at the 2001 Annual
Meeting of Shareholders which is not eligible for inclusion in
the proxy materials relating to that meeting, the shareholder
must do so no later than February 7, 2001. If such shareholder
fails to comply with the foregoing notice provision, the proxy
holders will be allowed to use their discretionary voting
authority when and if the proposal is raised at the 2001 Annual
Meeting of Shareholders. The procedures for submitting a
proposal are more specifically outlined in the Security Exchange
Act of 1934 and the Company's bylaws.
OTHER BUSINESS
The Board of Directors does not know of any business that
will be presented for consideration at the Annual Meeting except
as set forth above. However, if any other business is properly
brought before the Annual Meeting, it is the intention of the
persons named in the accompanying proxy to vote said proxy in
accordance with their judgment in such matters.
The Board of Directors has selected Deloitte & Touche LLP to
audit the consolidated financial statements of the Company and
its subsidiaries for 2000. Deloitte & Touche LLP is expected to
have a representative present at the Annual Meeting who may make
a statement and will be available to respond to appropriate
questions.
FOR THE BOARD OF DIRECTORS
/s/ Dean W. Voeks
March 27, 2000 Dean W. Voeks, Chief Executive Officer
<PAGE>
CHORUS
COMMUNICATIONS GROUP, LTD.
ATTENDANCE CARD
ANNUAL MEETING OF SHAREHOLDERS
CHORUS COMMUNICATIONS GROUP, LTD.
APRIL 26, 2000
7:00 P.M.
MARRIOTT - MADISON WEST
1313 JOHN Q. HAMMONS DRIVE
MIDDLETON, WISCONSIN 53562
- -------------------------------------------------------------------
CHORUS
COMMUNICATIONS GROUP, LTD.
ANNUAL MEETING OF SHAREHOLDERS, APRIL 26, 2000 PROXY
The undersigned hereby appoints Charles Maulbetsch and Douglas J.
Timmerman, or either of them ("Appointed Proxies"), with power of
substitution to each, to vote all shares of the undersigned at
the Annual Meeting of Shareholders ("Meeting") of Chorus
Communications Group Ltd. to be held on Wednesday, April 26, 2000
at 7:00 p.m. CST, or at any adjournment(s) thereof.
THIS PROXY, SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WILL
BE VOTED AS DIRECTED. IF NO DIRECTION TO THE CONTRARY IS
INDICATED, IT WILL BE VOTED FOR ITEMS 1 AND 2.
PLEASE COMPLETE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE UNLESS VOTING BY TELEPHONE OR INTERNET.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO
VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND
RETURNED YOUR PROXY CARD. THE DEADLINE FOR TELEPHONE AND
INTERNET VOTING IS NOON (ET) ONE BUSINESS DAY PRIOR TO THE ANNUAL
MEETING.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- Use any touch-tone telephone to vote your proxy 24 hours a
day, 7 days a week.
- You will be prompted to enter your 3-digit Company Number
and your 7-digit Control Number which are located above.
- Follow the simple instructions the Voice provides you.
VOTE BY INTERNET -- www.eproxy.com/CCGL -- QUICK *** EASY *** IMMEDIATE
- Use the Internet to vote your proxy 24 hours a day, 7 days a
week.
- You will be prompted to enter your 3-digit Company Number
and your 7-digit Control Number which are located above to
obtain your records and create an electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we've provided or return it to Chorus
Communications Group, Ltd., c/o Shareowner Services, P.O. Box
64873, St. Paul, MN 55164-9397.
IF YOU VOTE BY PHONE OR INTERNET, DO NOT MAIL BACK YOUR PROXY.
THANK YOU FOR VOTING
PLEASE DETACH HERE
- --------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTOR:
Harold L. (Lee) Swanson [ ] Vote FOR nominee [ ] WITHHOLD vote
for a three-year term for nominee
2. APPROVAL OF THE STOCK INCENTIVE PLAN:
[ ] For [ ] Against [ ] Abstain
If any other business is brought before the Annual Meeting or any
adjournment(s) thereof, this Proxy will be voted in the
discretion of the Appointed Proxies.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR,
IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Please mark an (X) in the box to the right if you plan to attend
the Annual Meeting. [ ]
Address Change? Mark Box [ ]
Indicate changes below: Dated_______________________, 2000
Signature(s) in Box
Please sign exactly as name(s)
appear to the left. When signing
in fiduciary or representative
capacity, please add your full
title. If shares are registered
in more than one name, all holders
must sign. If signature is for
a corporation, the handwritten
signature and title of an
authorized officer are required,
together with the full corporate
name.
Exhibit 99
CHORUS COMMUNICATIONS GROUP, LTD.
STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of the Chorus Communications Group, Ltd. Stock
Incentive Plan is to provide incentives and rewards for Employees
of the Company and its Subsidiaries (i) to support the execution
of the Company's business and human resource strategies and the
achievement of its goals and (ii) to associate the interests of
Employees with those of the Company's stockholders.
2. DEFINITIONS
(a) "Award" includes, without limitation, stock options ,
performance share awards, dividend or equivalent rights, stock
awards, restricted share awards, or other awards that are valued
in whole or in part by reference to, or are otherwise based on,
the Company's Common Stock ("other Common Stock-based Awards"),
all on a stand alone, combination or tandem basis, as described
in or granted under this Plan.
(b) "Award Summary" means a written summary setting forth the
terms and conditions of each Award made under this Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(e) "Committee" means the Compensation Committee of the Board
or such other committee of the Board as may be designated by the
Board from time to time to administer this Plan, provided that
the Committee shall be composed solely of two or more
Non-Employee Directors within the meaning of Rule 16b-3 of the
Securities and Exchange Commission.
(f) "Common Stock" means the Common Stock of the Company.
(g) "Company" means Chorus Communications Group, Ltd., a
Wisconsin corporation.
(h) "Employee" means an employee of Chorus Communications
Group, Ltd. or a Subsidiary.
(i) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(j) "Fair Market Value" means the average of the highest and
the lowest quoted selling price on the Over the Counter Bulletin
Board on the relevant valuation date or, if there were no sales
on the valuation date, on the next preceding date on which such
selling prices were recorded; provided, however, that the
Committee may specify some other definition of Fair Market Value
with respect to any particular Award.
(k) "Participant" means an Employee who has been granted an
Award under the Plan.
(1) "Plan" means this Chorus Communications Group, Ltd. Stock
Incentive Plan.
(m) "Plan Year" means a twelve-month period beginning with
January 1 of each year.
(n) "Subsidiary" means any corporation or other entity, whether
domestic or foreign, in which the Company has or obtains,
directly or indirectly, a proprietary interest of more than 50%
by reason of stock ownership or otherwise.
3. ELIGIBILITY
Any Employee selected by the Committee is eligible to receive
an Award.
<PAGE>
4. PLAN ADMINISTRATION
(a) Except as otherwise determined by the Board, the Plan shall
be administered by the Committee. The Committee shall
periodically make determinations with respect to the
participation of Employees in the Plan and, except as otherwise
required by law or this Plan, the form of Award Summaries and the
grant terms of Awards, including vesting schedules, price, length
of relevant performance, restriction or option period, dividend
rights, post-retirement and termination rights, payment
alternatives such as cash, stock, contingent awards or other
means of payment consistent with the purposes of this Plan, and
such other terms and conditions as the Committee deems
appropriate.
(b) The Committee shall have authority to interpret and
construe the provisions of the Plan and the Award Summaries and
make determinations pursuant to any Plan provision or Award
Summary which shall be final and binding on all persons. No
member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be
entitled to indemnification and reimbursement in the manner
provided in the Company's Certificate of Incorporation, as it may
be amended from time to time.
(c) The Committee may designate persons other than its members
to carry out its responsibilities under such conditions or
limitations as it may set, other than its authority with regard
to Awards granted to Employees who are officers or directors of
the Company for purposes of Section 16 of the Exchange Act.
(d) The Committee shall have the authority at any time prior to
a Change of Control (as defined in Section 12(b)) to cancel
Awards for reasonable cause and to provide for the conditions and
circumstances under which Awards shall be forfeited.
5. STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN
(a) The stock subject to the provisions of this Plan shall be
shares of authorized but unissued Common Stock and shares of
Common Stock held as treasury stock. Subject to adjustment in
accordance with the provisions of Section 10, the total number of
shares of Common Stock available for grants of Awards shall not
exceed 500,000.
(b) The exercise of an option will reduce the number of shares
subject to the tandem stock appreciation right or option to the
extent of such exercise. In addition, any shares ceasing to be
subject to the related option or right because of such reduction
shall not increase the number of shares of Common Stock available
for future Awards granted under the Plan. The grant of a
performance or restricted share unit Award shall be deemed to be
equal to the maximum number of shares which may be issued under
the Award. Where the value of an Award is variable on the date
it is granted, the value shall be deemed to be the maximum
limitation of the Award. Awards payable solely in cash, and
shares represented by Awards which are cancelled, forfeited,
surrendered, terminated, paid in cash or expire unexercised, will
not reduce the number of shares available for Awards granted
under the Plan.
6. AWARDS UNDER THIS PLAN
As the Committee may determine, the following types of Awards
and other Common Stock-based Awards may be granted under this
Plan on a stand alone, combination or tandem basis:
(a) Stock Option. A right to buy a specified number of
shares of Common Stock at a fixed exercise price during a
specified time, all as the Committee may determine; provided
that the exercise price of any option shall not be less than
100% of the Fair Market Value of the Common Stock on the date
of grant of the Award. The maximum number of Stock Options
that can be granted to any one individual in any five year
period is 100,000.
<PAGE>
(b) Restricted And Performance Shares. A transfer of
Common Stock to a Participant, subject to such restrictions on
transfer or other incidents of ownership, or subject to
specified performance standards, for such periods of time as
the Committee may determine.
(c) Dividend Or Equivalent Right. A right to receive
dividends or their equivalent in value in Common Stock, cash or
in a combination of both with respect to any new or previously
existing Award.
(d) Stock Award. An unrestricted transfer of ownership of
Common Stock which may only be made to Employees other than
Employees who are officers or directors of the Company for
purposes of Section 16 of the Exchange Act.
(e) Other Stock-Based Awards. Other Common Stock-based
Awards that are related to or serve a similar function to those
Awards set forth in this Section 6.
In addition to granting Awards for purposes of incentive
compensation, Awards may also be made in tandem with or in lieu
of current or deferred Employee compensation.
7. AWARD SUMMARIES
Each Award under the Plan shall be evidenced by an Award
Summary. Delivery of an Award Summary to each Participant shall
constitute an agreement, subject to Section 4(d) and Section 9
hereof, between the Company and the Participant as to the terms
and conditions of the Award.
8. OTHER TERMS AND CONDITIONS
(a) Assignability. No Award shall be assignable or
transferable except by will, by the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Code, and during the lifetime of a Participant,
the Award shall be exercisable only by such Participant or such
Participant's guardian, legal representative or assignee pursuant
to a qualified domestic relations order.
(b) Termination Of Employment. The Committee shall determine
the disposition of the grant of each Award in the event of the
retirement, disability, death or other termination of a
Participant's employment.
(c) Rights As A Stockholder. A Participant shall have no
rights as a stockholder with respect to shares covered by an
Award until the date the Participant or his nominee, guardian or
legal representative is the holder of record. No adjustment will
be made for dividends or other rights for which the record date
is prior to such date.
(d) No Obligation To Exercise. The grant of an Award shall
impose no obligation upon the Participant to exercise the Award.
(e) Payments By Participants. The Committee may determine that
Awards for which a payment is due from a Participant may be
payable: (i) in U.S. dollars by personal check, bank draft or
money order payable to the order of the Company, by money
transfers or direct account debits; (ii) through the delivery or
deemed delivery based on attestation to the ownership of shares
of Common Stock with a Fair Market Value equal to the total
payment due from the Participant; (iii) by a combination of the
methods described in (i) and (ii) above; or (iv) by such other
methods as the Committee may deem appropriate.
<PAGE>
(f) Withholding. Except as otherwise provided by the
Committee, (i) the deduction of withholding and any other taxes
required by law will be made from all amounts paid in cash and
(ii) in the case of payments of Awards -in shares of Common
Stock, the Participant shall be required to pay the amount of any
taxes required to be withheld prior to receipt of such stock, or
alternatively, a number of shares the Fair Market Value of which
equals the amount required to be withheld may be deducted from
the payment. The Committee may provide for shares of Common
Stock to be withheld for tax withholding purposes in excess of
the required minimum amount but not in excess of a Participant's
maximum marginal tax rate.
(g) Restrictions On Sale and Exercise. With respect to
Employees who are officers and directors for purposes of Section
16 of the Exchange Act, and if required to comply with rules
promulgated thereunder, (i) no Award providing for exercise, a
vesting period, a restriction period or the attainment of
performance standards shall permit unrestricted ownership of
Common Stock by the Participant until at least six months after
the date of grant, and (ii) Common Stock acquired pursuant to
this Plan (other than Common Stock acquired as a result of the
exercise or conversion of a "derivative security") may not be
sold for at least six months after acquisition, provided that, in
the case of a derivative security, six months shall have elapsed
from the date of acquisition to the date of disposition of the
derivative security (other than upon exercise or conversion) or
its underlying equity security.
9. AMENDMENTS
The Board may alter, amend, suspend or discontinue the Plan or
at any time prior to a Change of Control (as defined in Section
12(b)), and the Committee may alter or amend any or all Award
Summaries granted under the Plan to the extent permitted by law.
Any such action of the Board may be taken without the approval of
the Company's stockholders, but only to the extent that such
stockholder approval is not required by applicable law or
regulation, including specifically Rule 16b-3 of the Securities
and Exchange Commission.
10. RECAPITALIZATION
The aggregate number of shares of Common Stock as to which
Awards may be granted to Participants, the number of shares
thereof covered by each outstanding Award, and the price per
share thereof in each such Award, shall all be proportionately
adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or
consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such
shares, effected without receipt of consideration by the Company,
or other change in corporate or capital structure; provided,
however, that any fractional shares resulting from any such
adjustment shall be eliminated. The Committee may also make the
foregoing changes and any other changes, including changes in the
classes of securities available, to the extent it is deemed
necessary or desirable to preserve the intended benefits of the
Plan for the Company and the Participants in the event of any
other reorganization, recapitalization, merger, consolidation,
spin-off, extraordinary dividend or other distribution or similar
transaction.
11. NO RIGHT TO EMPLOYMENT
No person shall have any claim or right to be granted an Award,
and the grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company
or a Subsidiary. Further, the Company and each Subsidiary
expressly reserve the right at any time to dismiss a Participant
free from any liability or claim under the Plan, except as
provided herein or in any Award Summary issued hereunder.
<PAGE>
12. CHANGE OF CONTROL
(a) Notwithstanding anything contained in this Plan or any
Award Summary to the contrary, in the event of a Change of
Control, as defined below, the following shall occur with respect
to any and all Awards outstanding as of such Change of Control:
(i) automatic maximization of performance standards, lapse
of all restrictions and acceleration of any time periods
relating to the exercise, realization or vesting of such Awards
so that such Awards may be immediately exercised, realized or
vested in full on or before the relevant date fixed in the
Award Summary;
(ii) performance shares or performance units shall be paid
entirely in cash;
(iii) upon exercise of a stock option or an incentive stock
option (collectively an "Option") during the 60-day period from
and after the date of a Change of Control, the Participant
exercising the Option may in lieu of the receipt of Common
Stock upon the exercise of the Option, elect by written notice
to the Company to receive an amount in cash equal to the excess
of the aggregate Value (as defined below) of the shares of
Common Stock covered by the Option or portion thereof
surrendered determined on the date the Option is exercised,
over the aggregate exercise price of the Option (such excess is
referred to herein as the "Aggregate Spread"); provided,
however, and notwithstanding any other provision of the Plan,
if the end of such 60-day period from and after the date of a
Change of Control is within six months of the date of grant of
an Option held by a Participant who is an officer or director
of the Company (within the meaning of Section 16(b) of the
Exchange Act), such Option shall be cancelled in exchange for a
cash payment to the Participant equal to the Aggregate Spread
on the day which is six months and one day after the date of
grant of such Option. As used in this Section 12(a)(iii) the
term "Value" means the higher of (i) the highest Fair Market
Value during the 60-day period from and after the date of a
Change of Control and (ii) if the Change of Control is the
result of a transaction or series of transactions described in
paragraphs (i) or (iii) of the definition of Change of Control
set forth in Section 12(b), the highest price per share of the
Common Stock paid in such transaction or series of transactions
(which in the case of paragraph (i) shall be the highest price
per share of the Common Stock as reflected in a Schedule 13D by
the person having made the acquisition);
(iv) if a Participant's employment terminates for any
reason other than retirement or death following a Change of
Control, any Options held by the Participant may be exercised
by the Participant until the earlier of three months after such
termination of employment or the expiration date of such
Options; and
(v) all Awards become non-cancellable.
(b) "Change in Control" means the occurrence as of the first day
that any one or more of the following conditions shall have been
satisfied, including, but not limited to, signing of documents by
all parties and approval by all regulatory agencies, if required:
(1) Any Person (other than those Persons in control of the
Company as of the Effective Date, or other than a trustee or
other fiduciary holding securities under an employee benefit plan
of the Company, or a corporation owned directly or indirectly by
the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), becomes
the Beneficial Owner, directly or indirectly, of securities of
the Company representing 30% or more of the combined voting power
of the Company's then outstanding securities;
<PAGE>
(2) During any two consecutive years, after execution of this
Agreement, individuals who at the beginning of the two-year
period constitute the Board, cease for any reason to constitute a
majority of the Board; however, a Change in Control shall not
occur pursuant to this provision if a new Director is approved by
a vote of at least two-thirds of the Directors serving on the
Board and these Directors either were Directors at the beginning
of the two-year period or whose election or nomination for
election was so approved; or
(3) The stockholders of the Company approve: (a) a plan of
complete liquidation of the Company; or (b) an agreement of the
sale or disposition of all or substantially all the Company's
assets; or (c) a merger, consolidation, or reorganization of the
Company with or involving any other corporation, other than a
merger, consolidation, or reorganization that would result in the
voting securities of the company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving
entity), at least 50% of the combined voting power of the voting
securities of the Company (or such surviving entity) outstanding
immediately after or within one-year following such merger,
consolidation, or reorganization.
13. GOVERNING LAW
To the extent that federal laws do not otherwise control, the
Plan shall be construed in accordance with and governed by the
law of the State of Wisconsin.
14. SAVINGS CLAUSE
This Plan is intended to comply in all aspects with applicable
law and regulation, including, with respect to those Employees
who are officers or directors for purposes of Section 16 of the
Exchange Act, Rule 16b-3 of the Securities and Exchange
Commission. In case any one or more of the provisions of this
Plan shall be held invalid, illegal or unenforceable in any
respect under applicable law and regulation (including Rule
16b-3), the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby
and the invalid, illegal or unenforceable provision shall be
deemed null and void; however, to the extent permissible by law,
any provision which could be deemed null and void shall first be
construed, interpreted or revised retroactively to permit this
Plan to be construed in compliance with all applicable laws
(including Rule 16b-3) so as to foster the intent of this Plan.
15. EFFECTIVE DATE AND TERM
The effective date of this Plan is January 1, 2000, subject to
its approval by the stockholders of the Company at the annual
meeting to be held on April 26, 2000, or any adjournment
thereof. The Plan shall remain in effect until terminated by the
Board.
