<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(c)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
METRON TECHNOLOGY N.V.
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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)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
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/ / 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.
(6) Amount Previously Paid:
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(7) Form, Schedule or Registration Statement No.:
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(8) Filing Party:
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(9) Date Filed:
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</TABLE>
<PAGE>
[LOGO]
------------------------
METRON TECHNOLOGY N.V.
1350 OLD BAYSHORE HIGHWAY
SUITE 360
BURLINGAME, CA 94010
USA
------------------------
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2000
TO THE SHAREHOLDERS OF METRON TECHNOLOGY N.V.:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the
"Annual Meeting") of Metron Technology N.V., a corporation organized under the
laws of The Netherlands (the "Company"), will be held on Tuesday, November 21,
2000 at 5:30 p.m. local time at the offices of Nauta Dutilh, Prinses Irenestraat
59, 1077 WV Amsterdam, The Netherlands for the following purposes:
1. To re-elect the Company's supervisory directors to serve for the ensuing
year and until their successors are elected;
2. To elect Mr. Gregory M. Claeys as a managing director B to succeed
Mr. C. Garry Hendricks and to serve until his successor is elected;
3. To approve the Company's Amended and Restated Employee Stock Option
Plan, as amended, to increase the aggregate number of Common Shares
authorized for issuance under such plan by 1,000,000 shares;
4. To confirm and adopt the Annual Accounts of the Company for the fiscal
year ended May 31, 2000;
5. To ratify the selection of KPMG LLP as independent auditors of the
Company for its fiscal year ending May 31, 2001;
6. To authorize the preparation of the Company's Annual Report for the
fiscal year ended May 31, 2000 in the English language; and
7. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Copies of the draft Annual Accounts, the draft Annual Report and the list of
nominees for the Supervisory Board are open for inspection at the principal
executive offices of the Company, located at 1350 Old Bayshore Highway, Suite
360, Burlingame, CA 94010, USA, and the Company's principal
<PAGE>
office in The Netherlands, located at Kabelstraat 36, NL-1322 AD Almere, by
registered shareholders and other persons entitled to attend meetings of
shareholders of the Company. Such copies will be open for inspection from the
date hereof until the close of the Annual Meeting.
Under the laws of the Kingdom of the Netherlands, one is entitled to attend
and address the Annual Meeting if, on the date on which the Annual Meeting is
held, one is an actual shareholder of the Company, and to vote thereat according
to the number of shares of the Company which one holds on such date.
Accordingly, if prior to the meeting you decide to grant a proxy in order to be
represented at the meeting and, after you have granted your proxy you transfer
some or all the shares of the Company you held at that time, your proxy will be
deemed to represent the number of shares of the Company you held on the date you
granted the proxy MINUS any shares of the Company you subsequently transferred
PLUS any shares of the Company you acquired since such date. On the date of and
prior to the commencement of the Annual Meeting, the Company will verify who is
a shareholder of the Company.
By Order of the Board of Supervisory
Directors
Joel A. Elftmann
SUPERVISORY DIRECTOR
Burlingame, California
October 30, 2000
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
METRON TECHNOLOGY N.V.
1350 OLD BAYSHORE HIGHWAY
SUITE 360
BURLINGAME, CA 94010
USA
------------------------
PROXY STATEMENT
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
OCTOBER 30, 2000
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Supervisory
Directors (the "Supervisory Board") of Metron Technology N.V., a corporation
organized under the laws of the Kingdom of the Netherlands ("Metron" or the
"Company"), for use at the Annual General Meeting of Shareholders to be held on
November 21, 2000, at 5:30 p.m. local time (the "Annual Meeting"), or at any
adjournment or postponement thereof, for the purposes set forth herein and in
the accompanying Notice of Annual General Meeting. The Meeting will be held at
the offices of Nauta Dutilh, Prinses Irenestraat 59, 1077 WV Amsterdam, The
Netherlands. The Company intends to mail this proxy statement and accompanying
proxy card on or about October 30, 2000, to all shareholders entitled to vote at
the Annual Meeting as of the date of the most recent shareholders' register.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to shareholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names Common Shares of the Company ("Common
Shares") beneficially owned by others to forward to such beneficial owners. The
Company may reimburse persons representing beneficial owners of Common Shares
for their costs of forwarding solicitation materials to such beneficial owners.
Original solicitation of proxies by mail may be supplemented by telephone,
telegram or personal solicitation by directors, officers or other regular
employees of the Company. No additional compensation will be paid to directors,
officers or other regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Shares at the close of business on
November 21, 2000 will be entitled to vote at the Annual Meeting. At the close
of business on July 31, 2000, the Company had outstanding and entitled to vote
13,289,361 Common Shares.
Each holder of record of Common Shares on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of elections appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes are counted
towards a quorum but are not counted for any purpose in determining whether a
matter is approved.
<PAGE>
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with
Mr. C.H.T. Koetsier, Esq. at the offices of our general counsel, Nauta Dutilh,
Prinses Irenestraat 59, 1077 WV Amsterdam, The Netherlands, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
SHAREHOLDER PROPOSALS
The deadline for submitting a shareholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2001 annual
general meeting of shareholders pursuant to Rule 14a-8 of the Securities
Exchange Act of 1934 (the "1934 Act") is July 2, 2001. Shareholders wishing to
submit proposals or director nominations that are not to be included in such
proxy statement and proxy must do so no earlier than August 23, 2001, and no
later than September 22, 2001. Shareholders are also advised to review the
Company's Articles of Association ("Articles"), which contain additional
requirements with respect to advance notice of shareholder proposals and
director nominations.
2
<PAGE>
PROPOSAL 1
ELECTION OF SUPERVISORY DIRECTORS
There are four nominees for the four Supervisory Board positions presently
authorized by the Supervisory Board and the Company's Articles. Each supervisory
director to be elected will hold office until the next annual general meeting of
shareholders and until his successor is elected and has qualified, or until such
director's earlier death, resignation or removal. Each nominee listed below is
currently a supervisory director of the Company and was elected by the
shareholders. See "Duties of Metron Management" for a discussion of the duties
of the Supervisory Board.
Supervisory directors are elected by a plurality of the votes present in
person or represented by proxy and entitled to vote. Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the four nominees named below. In the event that any nominee should
be unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of the such substitute nominee as the Supervisory
Board may propose. Each person nominated for election has agreed to serve if
elected and the Supervisory Board has no reason to believe that any nominee will
be unable to serve.
THE SUPERVISORY BOARD RECOMMENDS A VOTE
IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The names of the nominees and certain information about them are set forth
below:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
---- -------- --------------------------------------
<S> <C> <C>
Mr. Robert R. Anderson................ 63 Former Chairman and Chief Executive
Officer of Yield Dynamics, Inc.
Mr. James E. Dauwalter................ 49 President of Entegris, Inc.
Mr. Joel A. Elftmann.................. 60 Chairman of FSI International, Inc.
Mr. Sho Nakanuma...................... 68 Chairman of Ando Electric Company
</TABLE>
Robert R. Anderson has been a supervisory director of Metron since
November 1995. Until his retirement in July 2000, Mr. Anderson served as
Chairman of the Board and Chief Executive Officer of Yield Dynamics, Inc. (YDI),
a semiconductor yield management software start-up company. He became a director
of YDI in August 1997 and Chairman and Chief Executive Officer in October 1998.
Mr. Anderson has been Chairman of the Board of Silicon Valley Research, a
semiconductor design automation software company, since January 1994 and served
as Chief Executive Officer from April 1994 until July 1995 and from
December 1996 until October 1997 and as Chief Financial Officer from
September 1994 to November 1995. Mr. Anderson co-founded KLA Instruments
Corporation, now KLA-Tencor Corporation, a supplier of equipment for
semiconductor process control, in 1975 and served in various capacities
including Chief Operating Officer, Chief Financial Officer, Vice Chairman and
Chairman. Mr. Anderson also serves as a director of Applied Science &
Technology Inc., a supplier of systems components for the semiconductor
industry.
James E. Dauwalter has been a supervisory director of Metron since
November 1995 and was a managing director from June 1979 until November 1995.
Mr. Dauwalter is President of Entegris, Inc., a principal and a large minority
shareholder of Metron. Mr. Dauwalter joined Fluoroware Inc., now part of
Entegris, in 1973. Mr. Dauwalter also serves as a director of Nippon Fluoroware
K.K., Fluoroware-Valqua Japan K.K. and Fluoroware Southeast Asia Pte Ltd.
3
<PAGE>
Joel A. Elftmann, a co-founder of Metron, has been a supervisory director
since November 1995 and was a managing director from October 1975 until
November 1995. Mr. Elftmann is Chairman of the Board of FSI
International, Inc., a principal and a large minority shareholder of Metron.
Mr. Elftmann was also a co-founder of FSI and has served as a director of FSI
since 1973 and as Chairman of the Board since August 1983. From August 1983 to
August 1989, and from May 1991 to December 1999, Mr. Elftmann also served as
Chief Executive Officer of FSI. From 1977 to August 1983, from May 1991 until
January 1998 and from August 1999 until December 1999, Mr. Elftmann served as
President of FSI. Mr. Elftmann also serves as a director of Veeco, Inc.
Mr. Elftmann is a Director Emeritus member of the Board of Directors of
Semiconductor Equipment & Materials International, a trade association for
suppliers to the semiconductor industry, and a member of the Board of Directors
of the Semiconductor Industry Suppliers Association of America (SISA).
Sho Nakanuma has been a supervisory director of Metron since November 1999.
Mr. Nakanuma has been Chairman of the Board of Directors of Ando Electric
Company in Japan since June 1997. From 1988 to 1997, Mr. Nakanuma served as
President of Ando Electric Company. From 1984 to 1986, Mr. Nakanuma served as
President of NEC Electronics Inc. in the United States. From 1985 to 1988,
Mr. Nakanuma served as a member of the Board of Directors of NEC Corporation in
Japan. Mr. Nakanuma is a member of the Board of Directors of Semiconductor
Equipment and Materials Internationals in the United States. Mr. Nakanuma holds
a B.S. degree in Chemical Engineering from Kyoto University and a Ph.D. in
Engineering from Tokyo University.
THE SUPERVISORY BOARD RECOMMENDS A VOTE
IN FAVOR OF EACH NAMED NOMINEE.
4
<PAGE>
PROPOSAL 2
ELECTION OF MANAGING DIRECTOR
There is one nominee for the vacant position on the Board of Managing
Directors (the "Managing Board"). There are six Managing Board positions
presently authorized by the Supervisory Board and the Company's Articles. The
managing director to be elected will hold office until his successor is elected
and has qualified, or until such director's earlier death, resignation or
removal. See "Duties of Metron Management" for a discussion of the duties of the
Managing Board.
Managing directors are elected by a plurality of the votes present in person
or represented by proxy and entitled to vote. Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election
of the nominee named below. In the event that the nominee should be unavailable
for election as a result of an unexpected occurrence, such shares will be voted
for the election of the such substitute nominee as the Supervisory Board may
propose. The person nominated for election has agreed to serve if elected and
the Supervisory Board has no reason to believe that such nominee will be unable
to serve.
THE SUPERVISORY BOARD RECOMMENDS A VOTE
IN FAVOR OF THE NAMED NOMINEE.
NOMINEE
Gregory M. Claeys, age 51, is presently the Company's Vice President, Fluid
Handling Products. He joined Metron in July 1998 as a result of the merger
between Metron and T.A. Kyser Co. ("Kyser"). From 1993 to 1998, Mr. Claeys
served as President of Kyser. Mr. Claeys hold a B.A. degree in Marketing from
Texas A&M University.
MANAGING DIRECTORS CONTINUING IN OFFICE
The names of the managing directors continuing in office and certain
information about them are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD WITH THE COMPANY
---- -------- --------------------------------------
<S> <C> <C>
Edward D. Segal....................... 60 President, Chief Executive Officer and
Managing Director
Michael A. Grandinetti................ 52 Executive Vice President, Materials
Division and Managing Director
Peter V. Leigh........................ 55 Vice President, Finance, Chief
Financial Officer and Managing
Director
J. Christopher Levett-Prinsep......... 54 Executive Vice President, Equipment
Division and Managing Director
Keith Reidy........................... 43 Vice President, Marketing and Managing
Director
</TABLE>
Edward D. Segal has been a managing director of Metron since November 1995.
He joined Metron as President and Chief Executive Officer in July 1995. Prior to
joining Metron, Mr. Segal served as President and Chief Executive Officer of
Transpacific Technology Corporation, a company which he founded in 1982.
Mr. Segal is a member of the Board of Directors of Semiconductor Equipment &
Materials International, a trade association for suppliers to the semiconductor
industry. Mr. Segal holds a B.S. degree in Metallurgical Engineering from
Rensselaer Polytechnic Institute.
Michael A. Grandinetti has been a managing director and served as Executive
Vice President, Materials Division of Metron since December 1997. From 1990 to
1997, Mr. Grandinetti served in several management positions at Tylan
General, Inc., a publicly-traded manufacturer of mass flow
5
<PAGE>
controllers, vacuum gauges and other engineering products, most recently as
Senior Vice President, and prior to that as Vice President of Sales and
Marketing. Mr. Grandinetti holds a B.S. degree in Mechanical Engineering and a
M.S. degree in Engineering Management from Northeastern University.
Peter V. Leigh has served as Vice President, Finance and Chief Financial
Officer of Metron since November 1995 and has been a managing director of Metron
since November 1996. From 1992 to 1995 Mr. Leigh served as Vice President,
Finance and Chief Financial Officer of Sequus Pharmaceuticals, a publicly-traded
bio-pharmaceutical firm. From 1982 until 1992, Mr. Leigh served as Corporate
Controller of Bio-Rad Laboratories, a publicly-traded multi-national
manufacturer and marketer of analytical chemistry, diagnostic and semiconductor
metrology equipment and materials. Mr. Leigh holds a B.A. degree from the
University of Oxford and an M.B.A. degree from the Harvard Business School.
J. Christopher Levett-Prinsep has been a managing director of Metron since
July 1983 and has served as managing director of Metron's United Kingdom
subsidiary, of which he was the founder and first employee, since 1978.
Mr. Levett-Prinsep served as President of Metron's European Operations from
August 1994 until December 1997, when he became Executive Vice President,
Equipment Division. Mr. Levett-Prinsep holds an Ordinary Certificate in
Technology from Coventry Technical College and an Advanced Certificate from
Wednesbury College of Technology.
Keith Reidy has served as Vice President, Marketing since March 1999 and has
been a managing director of Metron since April 1999. Mr. Reidy has also served
as Director, Product of Development and Director, U.S. Representative
Organization. Prior to joining Metron in July 1995, Mr. Reidy served as the Vice
President, Sales of Transpacific Technology. Mr. Reidy holds a B.S. degree in
engineering from the University of California, Davis and a M.S. in engineering
from Purdue University.
DUTIES OF METRON MANAGEMENT
Metron has a Supervisory Board and a Managing Board. Under the laws of the
Kingdom of the Netherlands, supervisory directors cannot be managing directors
of a company at the same time. The primary responsibilities of the Supervisory
Board are supervising the Managing Board and the general affairs and business of
Metron and advising the Managing Board. The Managing Board is responsible for
the management of the day-to-day operations of Metron and is required to keep
the Supervisory Board informed about such operations. Under Metron's Articles,
the Managing Board is required to obtain the prior approval of the Supervisory
Board for such resolutions of the Managing Board as the Supervisory Board has
designated by resolution and so informed the Managing Board. No resolution to
this effect has been passed to date. Generic references in this proxy statement
to directors refer to members of either the Supervisory Board or Managing Board.
Other executives do not bear the responsibilities attributed to members of the
Managing Board and the Supervisory Board, or the related liabilities, if any.
The Articles provide for a Supervisory Board of one or more persons. The
Articles also provide for the appointment of one or more managing directors A
and one or more managing directors B under the supervision of the Supervisory
Board. The number of supervisory directors and the number of managing directors
is determined by the Supervisory Board. Metron presently has four supervisory
directors and one managing director A, Mr. Segal, its President and Chief
Executive Officer, and, if Mr. Claeys' nomination is approved by the Annual
Meeting, will have five managing directors B.
The general meeting of shareholders appoints the supervisory directors and
at all times has the power to suspend or dismiss any supervisory director. A
resolution to appoint a supervisory director can only be passed upon
recommendation by the Supervisory Board. Under the Articles, each member of the
Supervisory Board holds office for a one-year term following that member's
election as a member of the Supervisory Board, or until that member's earlier
resignation, death or removal by a decision of a general meeting. However, a
member of the Supervisory Board elected not at the annual general meeting of
shareholders but at an extraordinary meeting of shareholders serves until the
next
6
<PAGE>
annual general meeting of shareholders or until that member's earlier
resignation, death or removal by a decision of the annual general meeting. In
addition, each supervisory director is required to resign as of the date of the
annual general meeting of shareholders held in the year in which that director
attains the age of 72. A shareholders' resolution to suspend or dismiss a
supervisory director must be adopted by a two-thirds majority of the valid votes
cast representing more than half of the issued share capital.
The entire Managing Board, as well as each managing director A individually,
has the power to represent Metron and bind Metron in agreements with third
parties. A managing director B may only represent Metron together with another
managing director. The general meeting of shareholders appoints the managing
directors for an unlimited period of time, determines whether the managing
director shall serve as a managing director A or as a managing director B and at
all times has the power to suspend or dismiss any managing director. A
resolution to appoint a managing director can only be passed upon recommendation
by the Supervisory Board. Each managing director can at all times also be
suspended by the Supervisory Board for a period of up to three months. A
shareholders' resolution to suspend or dismiss a managing director must be
adopted by a two-thirds majority of the valid votes cast representing more than
half of the issued share capital. The Supervisory Board decides on the
remuneration and further terms and conditions of employment for each of the
managing directors. Managing directors, along with other employees of
subsidiaries of Metron, are eligible for options under the terms of Metron's
employee option plans.
SUPERVISORY BOARD COMMITTEES AND MEETINGS
During the fiscal year ended May 31, 2000 the Supervisory Board held four
meetings and acted by unanimous written consent three times. The Supervisory
Board has an Audit Committee and a Compensation Committee.
The Audit Committee has responsibility for reviewing the internal accounting
procedures and controls of the Company and the results and scope of the audit
and other services provided by the Company's independent auditors. It met once
during such fiscal year. All of the existing supervisory directors are members
of the Audit Committee.
The Compensation Committee has responsibility for providing recommendations
to the Supervisory Board for final decision concerning salaries and incentive
compensation for managing directors of the Company. It met twice during such
fiscal year. All of the existing supervisory directors are members of the
Compensation Committee.
During the fiscal year ended May 31, 2000, each Supervisory Board member
attended 75% or more of the aggregate of the meetings of the Supervisory Board
and of the committees on which he served, held during the period for which he
was a supervisory director or committee member, respectively.
7
<PAGE>
PROPOSAL 3
APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED
EMPLOYEE STOCK OPTION PLAN
In February 1995, the Supervisory Board adopted, and the shareholders
subsequently approved, the Company's Employee Stock Option Plan (the "Prior
Plan"). In October 1999, in connection with the Company's initial public
offering of Common Shares (the "Initial Public Offering"), the Supervisory Board
adopted, and the shareholders subsequently approved, the Company's Amended and
Restated Employee Stock Option Plan (the "Option Plan"), which is an amended,
restated and retitled version of the Prior Plan.
As of July 31, 2000, options (net of canceled or expired options) covering
an aggregate of 2,733,746 Common Shares had been granted under the Option Plan.
Options to purchase only 16,254 Common Shares (plus any shares that might in the
future be returned to the Option Plan as a result of cancellations or expiration
of options) remained available for future grant under the Option Plan.
Shareholders are requested in this Proposal 3 to approve the amendment to
the Option Plan to increase the number of shares reserved for issuance under the
Option Plan by 1,000,000. The affirmative vote of the holders of a majority of
the shares present in person or represented by proxy and entitled to vote at the
meeting will be required to approve the amendment to the Option Plan.
Abstentions and broker non-votes will be counted towards a quorum but will not
be counted for any purpose in determining whether this matter has been approved.
THE SUPERVISORY BOARD RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 3.
The essential features of the Option Plan are outlined below:
GENERAL
The Option Plan provides for the grant of incentive stock options and
nonstatutory stock options. Incentive stock options granted under the Option
Plan are intended to qualify as "incentive stock options" within the meaning of
Section 422 of the United States Internal Revenue Code of 1986, as amended (the
"Code"). Nonstatutory stock options granted under the Option Plan are not
intended to qualify as incentive stock options under the Code. See "United
States Federal Income Tax Information" for a discussion of the tax treatment of
options in the United States. To date, the Company has granted incentive and
nonstatutory stock options under the Option Plan.
PURPOSE
The Supervisory Board adopted the Option Plan to provide a means by which
employees and consultants of the Company and its group companies may be given an
opportunity to purchase shares in the Company, to assist in retaining the
services of such persons, to secure and retain the services of persons capable
of filling such positions and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its group companies. All of
the approximately 750 employees and consultants of the Company and its group
companies are eligible to participate in the Option Plan.
ADMINISTRATION
The Supervisory Board administers the Option Plan. Subject to the provisions
of the Option Plan, the Supervisory Board has the power to construe and
interpret the Option Plan and to determine the persons to whom and the dates on
which options will be granted, the number of Common Shares to be subject to each
option, the time or times during the term of each option within which all or a
portion of such option may be exercised, the exercise price, the type of
consideration and other terms of the option.
8
<PAGE>
The Supervisory Board has the power to delegate administration of the Option
Plan to a committee composed of one or more members of the Supervisory Board;
provided, that if options are granted to officers or directors of the Company
then the committee shall consist of two or more members as described below. In
the discretion of the Supervisory Board, a committee may consist solely of two
or more outside directors in accordance with Section 162(m) of the Code or
solely of two or more non-employee directors in accordance with Rule 16b-3 of
the 1934 Act. The Supervisory Board has delegated administration of the Option
Plan to the Administrative Committee of the Metron Technology Employee Stock
Option Plan, which consists of Messrs. Anderson, Dauwalter and Elftmann. As used
herein with respect to the Option Plan, the "Supervisory Board" refers to any
committee the Supervisory Board appoints, including the Administrative
Committee, as well as to the Supervisory Board itself.
The regulations under Section 162(m) of the Code require that the directors
who serve as members of the committee which grants options to certain highly
compensated employees must be "outside directors." The Option Plan provides
that, in the Supervisory Board's discretion, directors serving on the committee
may be "outside directors" within the meaning of Section 162(m). This limitation
would exclude from the committee directors who are (i) current employees of the
Company or an affiliate, (ii) former employees of the Company or an affiliate
receiving compensation for past services (other than benefits under a
tax-qualified pension plan), (iii) current and former officers of the Company or
an affiliate, (iv) directors currently receiving direct or indirect remuneration
from the Company or an affiliate in any capacity (other than as a director), and
(v) any other person who is otherwise not considered an "outside director" for
purposes of Section 162(m). The definition of an "outside director" under
Section 162(m) is generally NARROWER than the definition of a "non-employee
director" under Rule 16b-3 of the 1934 Act.
ELIGIBILITY
Incentive stock options may be granted under the Option Plan only to
employees (including officers and directors) of the Company and its affiliates.
Employees (including officers and directors) and consultants of both the Company
and its group companies are eligible to receive nonstatutory stock options under
the Option Plan. Non-employee directors of the Company and its group companies
are not eligible to receive awards under the Option Plan.
No incentive stock option may be granted under the Option Plan to any person
who, at the time of the grant, owns (or is deemed to own) shares possessing more
than 10% of the total combined voting power of the Company or any affiliate of
the Company, unless the exercise price is at least 110% of the fair market value
of the shares subject to the option on the date of grant and the term of the
option does not exceed five years from the date of grant. In addition, the
aggregate fair market value, determined at the time of grant, of the Common
Shares with respect to which incentive stock options are exercisable for the
first time by an employee during any calendar year (under the Option Plan and
all other such plans of the Company and its affiliates) may not exceed $100,000.
No person may be granted awards under the Option Plan exercisable for more
than 1,000,000 Common Shares during any calendar year ("Section 162(m)
Limitation"). However, this limitation applies only after the closing of the
Initial Public Offering and then only upon the earliest to occur of (i) the
first material modification to the Option Plan, (ii) the issuance of all the
Common Shares reserved for issuance under the Option Plan, (iii) the expiration
of the Option Plan, or (iv) the first meeting of shareholders at which directors
are to be elected that occurs after the close of the third calendar year
following the Initial Public Offering, or such other date required by
Section 162(m) of the Code and the rules and regulations promulgated thereunder.
9
<PAGE>
SHARES SUBJECT TO THE OPTION PLAN
Subject to this Proposal, an aggregate of 3,750,000 Common Shares is
reserved for issuance under the Option Plan. If options granted under the Option
Plan expire or otherwise terminate without being exercised, the Common Shares
not acquired pursuant to such options again become available for issuance under
the Option Plan. If the Company reacquires unvested shares issued under the
Option Plan, the reacquired shares will not again become available for
reissuance under the Option Plan.
TERMS OF OPTIONS
The following is a description of the permissible terms of options under the
Option Plan. The terms of individual option grants may be more restrictive than
the permissible terms described below in some or all respects.
EXERCISE PRICE; PAYMENT. The exercise price of options may not be less than
100% of the fair market value of the shares subject to the option on the date of
the grant and, in some cases (see "Eligibility" above), may not be less than
110% of such fair market value, but in any event may not be less than the
nominal value of such shares. As of July 31, 2000, the closing price of the
Company's Common Shares as reported on the Nasdaq National Market System was
$8 7/8 per share.
The exercise price of options granted under the Option Plan must be paid
either in cash at the time the option is exercised or, at the discretion of the
Supervisory Board, (i) by delivery of other Common Shares of the Company,
(ii) with shares issuable upon exercise of the option, (iii) pursuant to a
Regulation T program sponsored by the Company in conjunction with a securities
broker or (iv) in any other form of legal consideration acceptable to the
Supervisory Board.
OPTION EXERCISE. Options granted under the Option Plan may become
exercisable in cumulative increments ("vest") as determined by the Supervisory
Board. Shares covered by currently outstanding options under the Option Plan
typically vest at the rate of 25% per year for four years during the
participant's employment by, or service as a consultant to, the Company or a
group company (collectively, "service"). Shares covered by options granted in
the future under the Option Plan may be subject to different vesting terms. The
Supervisory Board has the power to accelerate the time during which an option
may vest or be exercised. To the extent provided by the terms of an option, a
participant may satisfy any federal, state or local tax withholding obligation
relating to the exercise of such option by a cash payment upon exercise, by
authorizing the Company to withhold a portion of the shares otherwise issuable
to the participant, by delivering already-owned Common Shares or by a
combination of these means.
TERM. The maximum term of options under the Option Plan is 10 years, except
that in certain cases (see "Eligibility") the maximum term is five years.
Options under the Option Plan generally terminate 90 days after termination of
the participant's service unless (i) such termination is due to the
participant's disability, in which case the option shall provide that it may be
exercised (to the extent the option was exercisable at the time of the
termination of service) at any time within 12 months of such termination;
(ii) the participant dies before the participant's service has terminated, in
which case the option may, but need not, provide that it may be exercised (to
the extent the option was exercisable at the time of the participant's death)
within 90 days of the participant's death by the person or persons to whom the
rights to such option pass by will or by the laws of descent and distribution;
or (iii) the option by its terms specifically provides otherwise. A participant
may designate a beneficiary who may exercise the option following the
participant's death. Individual option grants by their terms may provide for
exercise within a longer period of time following termination of service. The
option term generally is not extended in the event that exercise of the option
within these periods is prohibited.
10
<PAGE>
RESTRICTIONS ON TRANSFER
The participant may not transfer an option otherwise than by will or by the
laws of descent and distribution. During the lifetime of the participant, only
the participant may exercise an option.
ADJUSTMENT PROVISIONS
Transactions not involving receipt of consideration by the Company, such as
a merger, consolidation, reorganization, stock dividend, or stock split, may
change the class and number of Common Shares subject to the Option Plan and
outstanding options. In that event, the Option Plan will be appropriately
adjusted as to the class and the maximum number of Common Shares subject to the
Option Plan and the Section 162(m) Limitation, and outstanding options will be
adjusted as to the class, number and price per share of Common Shares subject to
such options.
EFFECT OF CERTAIN CORPORATE EVENTS
The Option Plan provides that, in the event of a dissolution or liquidation,
the options shall terminate. In the event of specified types of mergers or other
corporate consolidations (a "change in control"), then, with respect to
participants whose service has not terminated, the vesting and the time during
which such options may be exercised will be accelerated. An outstanding option
will terminate if the participant does not exercise it before a change in
control. The acceleration of an option in the event of an acquisition or similar
corporate event may be viewed as an anti-takeover provision, which may have the
effect of discouraging a proposal to acquire or otherwise obtain control of the
Company.
DURATION, AMENDMENT AND TERMINATION
The Supervisory Board may suspend or terminate the Option Plan without
shareholder approval or ratification at any time or from time to time. Unless
sooner terminated, the Option Plan will terminate in February 2005.
The Supervisory Board may also amend the Option Plan at any time or from
time to time. However, no amendment will be effective unless approved by the
shareholders of the Company within 12 months before or after its adoption by the
Supervisory Board if the amendment would (i) modify the requirements as to
eligibility for participation (to the extent such modification requires
shareholder approval in order for the Option Plan to satisfy Section 422 of the
Code, if applicable, or Rule 16b-3 of the 1934 Act); or (ii) increase the number
of shares reserved for issuance upon exercise of awards. The Supervisory Board
may submit any other amendment to the Option Plan for shareholder approval,
including, but not limited to, amendments intended to satisfy the requirements
of Section 162(m) of the Code regarding the exclusion of performance-based
compensation from the limitation on the deductibility of compensation paid to
certain employees, Section 422 of the Code or any securities exchange listing
requirements.
UNITED STATES FEDERAL INCOME TAX INFORMATION
Long-term capital gains currently are generally subject to lower tax rates
than ordinary income or short-term capital gains. The maximum long-term capital
gains rate for federal income tax purposes is currently 20% while the maximum
ordinary income rate and short-term capital gains rate is effectively 39.6%.
Slightly different tax rules may apply to participants who acquire shares
subject to certain repurchase options or who are subject to Section 16(b) of the
1934 Act.
INCENTIVE STOCK OPTIONS. Incentive stock options under the Option Plan are
intended to be eligible for the favorable federal income tax treatment accorded
"incentive stock options" under the Code.
11
<PAGE>
There generally are no federal income tax consequences to the participant or
the Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock option may increase the
participant's alternative minimum tax liability, if any.
If a participant holds shares acquired through exercise of an incentive
stock option for two years from the date on which the option is granted and more
than one year from the date on which the shares are transferred to the
participant upon exercise of the option, any gain or loss on a disposition of
such shares will be a long-term capital gain or loss.
Generally, if the participant disposes of the shares before the expiration
of either of these holding periods (a "disqualifying disposition"), then at the
time of disposition the participant will realize taxable ordinary income equal
to the lesser of (i) the excess of the shares' fair market value on the date of
exercise over the exercise price, or (ii) the participant's actual gain, if any,
on the purchase and sale. The participant's additional gain or any loss upon the
disqualifying disposition will be a capital gain or loss, which will be
long-term or short-term depending on whether the shares were held for more or
less than one year.
To the extent a participant who is employed by a U.S. subsidiary of the
Company recognizes ordinary income by reason of a disqualifying disposition, the
U.S. subsidiary will generally be entitled (subject to the requirement of
reasonableness, the provisions of Section 162(m) of the Code and the
satisfaction of a tax reporting obligation) to a corresponding business expense
deduction in the tax year in which the disqualifying disposition occurs. As a
foreign corporation liable for U.S. taxes only on income "effectively connected"
with its operations in the United States, the Company has not yet determined the
availability of such deductions, if any, to the Company for disqualifying
dispositions by its U.S.-based employees.
NONSTATUTORY STOCK OPTIONS. Nonstatutory stock options granted under the
Option Plan generally have the following federal income tax consequences:
There are no tax consequences to the participant or the Company by reason of
the grant. Upon exercise of the option, the participant normally will recognize
taxable ordinary income equal to the excess, if any, of the shares' fair market
value on the exercise date over the exercise price. With respect to employees of
its U.S. subsidiaries, the U.S. subsidiary is generally required to withhold
from regular wages or supplemental wage payments an amount based on the ordinary
income recognized. Subject to the requirement of reasonableness, the provisions
of Section 162(m) of the Code and the satisfaction of a tax reporting
obligation, the U.S. subsidiary will generally be entitled to a business expense
deduction equal to the taxable ordinary income realized by the participant. As a
foreign corporation liable for U.S. taxes only on income "effectively connected"
with its operations in the United States, the Company has not yet determined the
availability of such deductions, if any, to the Company upon the exercise of
nonstatutory stock options by its U.S.-based employees.
Upon disposition of the shares, the participant will recognize a capital
gain or loss equal to the difference between the selling price and the sum of
the amount paid for such shares plus any amount recognized as ordinary income
upon exercise of the option. Such gain or loss will be long-term or short-term
depending on whether the shares were held for more or less than one year.
Slightly different rules may apply to participants who acquire shares subject to
certain repurchase options or who are subject to Section 16(b) of the 1934 Act.
POTENTIAL LIMITATION ON COMPANY DEDUCTIONS. Section 162(m) of the Code
denies a deduction to any publicly-held corporation for compensation paid to
certain "covered employees" in a taxable year to the extent that compensation to
such covered employee exceeds $1 million. It is possible that compensation
attributable to 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.
12
<PAGE>
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with Treasury regulations issued under Section 162(m), compensation
attributable to stock options will qualify as performance-based compensation if
the award is granted by a compensation committee comprised solely of "outside
directors" and either (i) the plan contains a per-employee limitation on the
number of shares for which such options may be granted during a specified
period, the per-employee limitation is approved by the shareholders, and the
exercise price of the option is no less than the fair market value of the shares
on the date of grant, or (ii) the option is granted (or exercisable) only upon
the achievement (as certified in writing by the compensation committee) of an
objective performance goal established in writing by the compensation committee
while the outcome is substantially uncertain, and the option is approved by
shareholders.
13
<PAGE>
PROPOSAL 4
APPROVAL OF ANNUAL ACCOUNTS
At the Annual Meeting, the shareholders of the Company will be asked to
approve the Annual Accounts of the Company for the fiscal year ending May 31,
2000, as required under Netherlands law and the Articles. In accordance with
Article 2: 408 of the Netherlands Civil Code, the Annual Accounts are the annual
statutory accounts of the Company prepared in accordance with generally accepted
accounting principles of The Netherlands. These Annual Accounts do not represent
the consolidated accounts of the Company and all of its subsidiaries prepared in
accordance with generally accepted accounting principles of the United States,
as presented in the Consolidated Financial Statements contained in the Annual
Report of the Company for the year ending May 31, 2000. Copies of the draft
Annual Accounts are open for inspection at the principal executive offices of
the Company, located at 1350 Old Bayshore Highway, Suite 360, Burlingame, CA
94010, USA, and the Company's principal office in The Netherlands, located at
Kabelstraat 36, NL-1322 AD Almere, by registered shareholders and other persons
entitled to attend meetings of shareholders of the Company. Such copies will be
open for inspection from the date hereof until the close of the Annual Meeting.
The affirmative vote of the holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to adopt the Annual Accounts. Abstentions and broker non-votes will be
counted towards a quorum but will not be counted for any purpose in determining
whether this matter has been approved.
THE SUPERVISORY BOARD RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 4.
14
<PAGE>
PROPOSAL 5
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Supervisory Board has selected KPMG LLP as the Company's independent
auditors for the fiscal year ending May 31, 2001 and has further directed that
the selection of independent auditors be submitted to the shareholders for
ratification at the Annual Meeting. KPMG LLP has audited the Company's financial
statements since 1995. A representative of KPMG LLP is expected to be present at
the Annual Meeting, will have an opportunity to make a statement if he or she so
desires and will be available to respond to appropriate questions.
Shareholder ratification of the selection of KPMG LLP as the Company's
independent auditors is not required by the Articles or otherwise. However, the
Supervisory Board is submitting the selection of KPMG LLP to the shareholders
for ratification as a matter of good corporate practice. If the shareholders
fail to ratify the selection, the Audit Committee and the Supervisory Board will
reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee and the Supervisory Board in their discretion may
direct the appointment of different independent auditors at any time during the
year if they determine that such a change would be in the best interests of the
Company and its shareholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of KPMG LLP. Abstentions and broker
non-votes will be counted towards a quorum but will not be counted for any
purpose in determining whether this matter has been approved.
THE SUPERVISORY BOARD RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 5.
15
<PAGE>
PROPOSAL 6
APPROVAL OF THE PREPARATION OF THE ANNUAL REPORT IN ENGLISH
The Company has prepared its Annual Report for the fiscal year ended
May 31, 2000 in the English language. Netherlands law requires that the
Company's shareholders authorize the preparation of the Company's Annual Report
in a language other than Dutch. Such authorization will not constitute approval
of any matter referred to in the Company's Annual Report.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting is
required to approve the preparation of the Company's Annual Report in English.
Abstentions and broker non-votes will be counted towards a quorum but will not
be counted for any purpose in determining whether this matter has been approved.
THE SUPERVISORY BOARD RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 6.
16
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Shares as of July 31, 2000 by: (i) each supervisory
director and nominee for supervisory director; (ii) each managing director named
in the Summary Compensation Table and the nominee for managing director;
(iii) all managing directors and supervisory directors of the Company as a
group; and (iv) all those known by the Company to be beneficial owners of more
than five percent of its Common Shares. Unless otherwise indicated, to our
knowledge, all persons listed below have sole voting and investment power with
respect to their Common Shares, except to the extent authority is shared by
spouses under applicable law. Unless otherwise noted, the address of each
shareholder is c/o Metron Technology N.V., 1350 Old Bayshore Highway, Suite 360,
Burlingame, California 94010.
<TABLE>
<CAPTION>
COMMON SHARES AS OF TOTAL SHARES
NAME AND ADDRESS JULY 31, 2000 BENEFICIALLY OWNED(1) PERCENTAGE
---------------- ------------------- --------------------- ----------
<S> <C> <C> <C>
Entegris, Inc.(2)............................. 2,690,687 2,708,501 20.4%
3500 Lyman Boulevard
Chaska, MN 55318
FSI International, Inc.(3).................... 2,690,687 2,708,501 20.4%
322 Hazeltime Drive
Chaska, MN 55318
Joel A. Elftmann(4)........................... 2,690,687 2,708,501 20.4%
James E. Dauwalter(5)......................... 2,691,687 2,709,501 20.4%
Robert R. Anderson(6)......................... 44,475 58,539 *
Sho Nakanuma.................................. 0 0 *
Edward D. Segal(7)............................ 761,098 1,192,672 8.7%
C. Garry Hendricks............................ 694,585 694,585 5.2%
J. Christopher Levett-Prinsep(8).............. 502,861 572,549 4.3%
Keith Reidy(9)................................ 94,856 169,544 1.2%
Peter V. Leigh(10)............................ 0 94,688 *
Michael A. Grandinetti(11).................... 0 63,438 *
Gregory M. Claeys(12)......................... 65,380 110,380 *
All supervisory directors and managing
directors as a group (10 persons)(13)....... 7,480,249 8,254,641 58.7%
</TABLE>
------------------------
* Represents beneficial ownership of less than one percent of the Company's
Common Shares.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Applicable percentage ownership is
based on 13,289,361 Common Shares outstanding as of July 31, 2000, together
with applicable options for such shareholder. Common Shares subject to
options currently exercisable, or exercisable within 60 days of July 31,
2000, are not deemed outstanding for computing the percentage ownership of
any other person.
(2) Includes 17,814 shares issuable to Mr. Dauwalter pursuant to an agreement
between Mr. Dauwalter and Entegris in which Mr. Dauwalter assigned
ownership rights to all shares issuable upon exercise of the options to
Entegris.
(3) Includes 17,814 shares issuable to Mr. Elftmann pursuant to an agreement
between Mr. Elftmann and FSI in which Mr. Elftmann assigned ownership
rights to all shares issuable upon exercise of the options to FSI.
(4) Mr. Elftmann is Chairman of the Board of FSI. The shares listed consist of
2,690,687 shares held by FSI and 17,814 shares issuable pursuant to options
exercisable within 60 days of July 31, 2000.
17
<PAGE>
Mr. Elftmann disclaims beneficial ownership of all shares held by FSI and
of all shares issuable pursuant to the exercise of options, pursuant to an
agreement with FSI in which Mr. Elftmann assigned ownership rights to all
shares issuable upon exercise of the options to FSI.
(5) Mr. Dauwalter is President of Entegris. The shares listed consist of 1,000
shares held by Mr. Dauwalter, 2,690,687 shares held by Entegris and 17,814
shares issuable pursuant to options exercisable within 60 days of July 31,
2000. Mr. Dauwalter disclaims beneficial ownership of all shares held by
Entegris and of all shares issuable pursuant to the exercise of options,
pursuant to an agreement with Entegris in which Mr. Dauwalter assigned
ownership rights to all shares issuable upon exercise of the options to
Entegris.
(6) Consists of 44,475 shares held by Mr. Anderson and 14,064 shares issuable
pursuant to options exercisable within 60 days of July 31, 2000.
(7) Consists of 521,570 shares held by Mr. Segal, 129,528 shares held by Segal
Investments LP, an investment partnership of which Mr. Segal is the
Managing Partner, 431,574 shares issuable pursuant to options exercisable
within 60 days of July 31, 2000, and 110,000 options exercised. Mr. Segal
disclaims beneficial ownership of the shares held by Segal Investments LP.
(8) Consists of 477,861 shares held by Mr. Levett-Prinsep, 69,688 shares
issuable pursuant to options exercisable within 60 days of July 31, 2000,
and 25,000 options exercised.
(9) Consists of 74,856 shares held by Mr. Reidy, 74,688 shares issuable
pursuant to options exercisable within 60 days of July 31, 2000, and 20,000
options exercised.
(10) Consists of 94,688 shares issuable pursuant to options exercisable within
60 days of July 31, 2000.
(11) Consists of 63,438 shares issuable pursuant to options exercisable within
60 days of July 31, 2000.
(12) Consists of 65,380 shares held by Mr. Claeys and 45,000 shares issuable
pursuant to options exercisable within 60 days of July 31, 2000.
(13) Includes an aggregate of 783,768 shares issuable pursuant to options
exercisable within 60 days of July 31, 2000. Also includes an aggregate of
2,708,501 shares held by Entegris, 2,708,501 shares held by FSI and
129,528 shares owned by the investment partnership of Mr. Segal.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's directors and executive
officers, and persons who own more than ten percent of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of Common Shares and other equity securities
of the Company. Officers, directors and greater than ten percent shareholders
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with during the fiscal year ended May 31, 2000, with the
exception that initial reports of ownership were filed late by Entegris, Inc.,
FSI International, Inc. and Sho Nakanuma.
18
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF SUPERVISORY DIRECTORS
Each non-employee supervisory director of the Company receives a per meeting
fee of $1,000 (plus $500 for each committee meeting attended by committee
members, but only when such committee meets on a day when the Supervisory Board
itself is not meeting). In the fiscal year ended May 31, 2000, the total
compensation paid to each non-employee supervisory director was $4,000. The
members of the Supervisory Board are also eligible for reimbursement for their
expenses incurred in connection with attendance at Supervisory Board meetings in
accordance with Company policy.
Each non-employee supervisory director of the Company also receives stock
option grants under the 1997 Supervisory Directors' Stock Option Plan (the
"Directors' Plan"). Only non-employee supervisory directors of the Company or an
affiliate (as defined in the Code) are eligible to receive options under the
Directors' Plan. Options granted under the Directors' Plan are intended by the
Company not to qualify as incentive stock options under the Code.
Option grants under the Directors' Plan are non-discretionary. On April 13,
1997, each supervisory director who was neither an employee of nor consultant to
the Company or one of its affiliates was automatically granted an option to
purchase 15,000 Common Shares from the Directors' Plan. Subsequently, each
person elected or appointed for the first time to serve as a non-employee
supervisory director is granted an option to purchase 15,000 Common Shares from
the Directors' Plan. In addition, on the date of each annual shareholders'
meeting of Metron, each non-employee member of the Supervisory Board who has
served as a non-employee director for at least six months and who is reelected
at such annual shareholders' meeting is automatically granted an option to
purchase 3,750 Common Shares under the Directors' Plan. The exercise price of
options granted under the Directors' Plan is the fair market value of the Common
Shares subject to the option on the date of the option grant. Options granted
under the Directors' Plan may be exercised in accordance with their vesting
schedules. The options will vest 25% on each anniversary of the date of grant
over four years. The term of options granted under the Directors' Plan is ten
years. In the event of a merger of the Company with or into another corporation
or a consolidation, acquisition of assets or other change-in-control transaction
involving the Company, the vesting of each option will accelerate and the option
will terminate if not exercised prior to the consummation of the transaction,
unless the Company is the surviving entity or, if the Company is not the
surviving entity, the option is assumed or an equivalent option is substituted
by the successor corporation.
During the last fiscal year, the Company granted options covering 26,250
shares to the non-employee directors of the Company at an exercise price per
share of $12.00. The fair market value of such Common Shares on the date of
grant was $12.00 per share, which was the mid-point of the price range in the
Company's filed but not-yet effective prospectus for the Initial Public
Offering. As of July 31, 2000, no options had been exercised under the
Directors' Plan.
19
<PAGE>
COMPENSATION OF MANAGING DIRECTORS
The following table shows, for the fiscal years ended May 31, 1999 and 2000,
compensation awarded or paid to, or earned by, the Company's Chief Executive
Officer and its other four most highly compensated managing directors at
May 31, 2000 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------
OTHER
ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR(1) SALARY($) BONUS($) COMPENSATION($) COMPENSATION($)
--------------------------- -------- --------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Edward D. Segal....................... 2000 298,380 198,550 -- 2,701(2)
President and Chief Executive
Officer 1999 281,730 86,000 -- 699(3)
and Managing Director
Michael A. Grandinetti................ 2000 192,500 152,600 -- 563(3)
Executive Vice President, Materials 1999 164,520 38,200 -- 35,641(4)
Division and Managing Director
C. Garry Hendricks.................... 2000 209,549 28,995 14,521(5) --
Vice Chairman of T.A. Kyser Co. 1999 190,818 25,000 -- --
and Managing Director
Peter V. Leigh........................ 2000 182,583 182,583 -- 563(3)
Vice President, Finance, Chief 1999 155,513 51,000 -- 614(3)
Financial Officer and Managing
Director
J. Christopher Levett-Prinsep......... 2000 256,145 136,150 4,287(5) 22,589(6)
Executive Vice President, Equipment 1999 207,611 60,644 -- 44,338(7)
Division and Managing Director
Keith Reidy........................... 2000 205,000 109,300 -- 7,081(8)
Vice President, Marketing and 1999 192,500 60,000 1,308(9) 677(3)
Managing Director
</TABLE>
------------------------
(1) As permitted by the rules promulgated by the SEC, no amounts are shown for
1998.
(2) Represents $2,044 in car allowances and $657 in insurance premiums.
(3) Represents insurance premiums.
(4) Represents $586 in insurance premiums and $35,055 in payments to a defined
contribution plan.
(5) Represents insurance pay-outs.
(6) Represents car allowances.
(7) Represents $8,654 in insurance premiums and $35,684 in payments to a defined
contribution plan.
(8) Represents $6,000 in car allowances, $624 in insurance premiums and $457 in
commissions.
(9) Represents commissions.
20
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The Company grants options to its executive officers under its Amended and
Restated Employee Stock Option Plan. As of July 31, 2000, options to purchase a
total of 2,171,755 shares were outstanding under the Option Plan and options to
purchase 16,254 shares remained available for grant thereunder.
The following tables show, for the fiscal year ended May 31, 2000, certain
information regarding options granted to, exercised by, and held at year end by,
the Named Executive Officers:
OPTION/SAR GRANTS IN FISCAL 2000
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------
% OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/ ANNUAL RATES OF
SECURITIES SARS SHARE PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS/SARS EMPLOYEES OR BASE OPTION TERM(3)
GRANTED IN FISCAL PRICE EXPIRATION ---------------------
NAME (#) YEAR(1) ($/SH)(2) DATE 5% ($) 10% ($)
---- ------------ ---------- --------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Edward D. Segal(4)............... 24,612 3.6% $16.00 January 2010 $247,654 $ 627,603
75,388 10.9% 16.00 January 2010 $758,578 $1,922,385
Michael A. Grandinetti(5)........ 5,008 0.7% 8.83 August 2009 $ 50,392 $ 127,703
4,992 0.7% 8.83 August 2009 $ 50,231 $ 127,295
25,000 3.6% 16.00 January 2010 $251,558 $ 637,497
C. Garry Hendricks............... -- -- -- -- -- --
Peter V. Leigh(6)................ 25,000 3.6% 16.00 January 2010 $251,558 $ 637,497
J. Christopher
Levett-Prinsep(7).............. 25,000 3.6% 16.00 January 2010 $251,558 $ 637,497
Keith Reidy(8)................... 25,000 3.6% 16.00 January 2010 $251,558 $ 637,497
</TABLE>
------------------------
(1) Based on options to purchase an aggregate of 693,000 shares granted to
employees (including employee directors) during the fiscal year ended
May 31, 2000. The foregoing total excludes options granted to consultants
and non-employee directors.
(2) The exercise price per share of each option was equal to the fair market
value of the Common Shares on the date of grant.
(3) The potential realizable value is calculated based on the term of the option
at its time of grant. It is calculated by assuming that the share price on
the date of grant appreciates at the indicated annual rate, compounded
annually for the entire term of the option and that the option is exercised
and sold on the last day of its term for the appreciated share price. The 5%
and 10% rates represent certain assumed rates of appreciation only, in
accordance with the rules of the Securities and Exchange Commission, and do
not reflect the Company's estimate or projection of future share price
performance. Actual gains, if any, are dependent on the actual further
performance of the Common Shares, and no gain to the optionee is possible
unless the share price increases over the option term.
(4) The shares subject to Mr. Segal's option grants vest at the rate of 6.25%
every three months after January 5, 2000.
(5) 10,000 and 25,000 shares subject to Mr. Grandinetti's option grants vest at
the rate of 6.25% every three months after August 2, 1999 and January 5,
2000, respectively.
(6) The shares subject to Mr. Leigh's option grant vest at the rate of 6.25%
every three months after January 5, 2000.
21
<PAGE>
(7) The shares subject to Mr. Levett-Prinsep's option grant vest at the rate of
6.25% every three months after January 5, 2000.
(8) The shares subject to Mr. Reidy's option grant vest at the rate of 6.25%
every three months after January 5, 2000.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END ($)(2)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward D. Segal............. 100,000 $835,000 525,948 100,000 $4,391,666 --
Michael A. Grandinetti...... -- -- 52,500 72,500 $ 146,063 $128,938
C. Garry Hendricks.......... -- -- -- -- -- --
Peter V. Leigh.............. -- -- 90,000 25,000 $ 751,500 --
J. Christopher
Levett-Prinsep............ -- -- 90,000 25,000 $ 751,500 --
Keith Reidy................. -- -- 90,000 25,000 $ 751,500 --
</TABLE>
------------------------
(1) The value realized is based on the fair market value of the Company's Common
Shares on the exercise date minus the exercise price.
(2) The valuations are based on the fair market value of the Company's Common
Shares on May 31, 2000 of $11.13, minus the exercise price of the options.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Each of the Named Executive Officers is employed pursuant to an employment
contract with a subsidiary of Metron which is incorporated in his country of
residence.
Edward D. Segal is employed pursuant to an employment contract entered into
in September 1999 with Metron Technology Corporation, a California corporation
and wholly-owned subsidiary of the Company ("MTC"), and with the Company. The
employment contract provides that Mr. Segal will serve as a managing director of
the Company and as the Company's President and Chief Executive Officer at an
annual salary of not less than $295,000. The agreement also provides for
Mr. Segal's participation in an annual incentive compensation plan approved by
the Supervisory Board and for other usual and customary benefits. The Company
and MTC agreed to indemnify Mr. Segal against any liability to which he may be
subject for judgments, settlements, penalties, fees and expenses of defense,
including attorney's fees, bonds and costs of investigation, arising out of or
in any way related to acts or omissions as a member of the Managing Board, or an
executive officer, or in any other capacity in which services are rendered to
the Company or MTC and its subsidiaries. However, Mr. Segal would not be
entitled to indemnification under this agreement under certain circumstances,
including if indemnification is expressly prohibited under applicable law or if
indemnification is expressly prohibited by Metron's Articles or MTC's charter.
If Mr. Segal's employment is terminated by MTC without cause or by Mr. Segal for
good reason or due to disability, in exchange for Mr. Segal's signing a release
of all claims, he will continue to receive his base salary for a period of
12 months in addition to other customary benefits.
Michael A. Grandinetti is employed pursuant to an employment contract
entered into in September 1999 with MTC and with the Company. The employment
contract provides that
22
<PAGE>
Mr. Grandinetti will serve as a managing director and as Executive Vice
President, Materials of the Company at an annual salary of not less than
$190,000. The agreement also provides for Mr. Grandinetti's participation in an
annual incentive compensation plan approved by the Supervisory Board and for
other usual and customary benefits. MTC and the Company agreed to indemnify
Mr. Grandinetti against any liability to which he may be subject for judgments,
settlements, penalties, fees and expenses of defense, including attorney's fees,
bonds and costs of investigation, arising out of or in any way related to acts
or omissions as a member of the Managing Board, or an executive officer, or in
any other capacity in which services are rendered to the Company or MTC and its
subsidiaries. However, Mr. Grandinetti would not be entitled to indemnification
under this agreement under specified circumstances, including if indemnification
is expressly prohibited under applicable law or prohibited by Metron's Articles
or MTC's charter. If Mr. Grandinetti's employment is terminated by MTC without
cause or by Mr. Grandinetti for good reason or due to disability, in exchange
for Mr. Grandinetti's signing a release of all claims, he will continue to
receive his base salary for a period of 12 months in addition to other customary
benefits.
Until his retirement in October 2000, C. Garry Hendricks was employed
pursuant to an employment contract entered into in July 1998 with Kyser, MTC and
the Company. The employment contract provided that Mr. Hendricks would serve as
Vice Chairman of Kyser at an annual salary of not less than $198,450. The
agreement also provided that if Mr. Hendricks' employment were terminated by the
Company for cause or by Mr. Hendricks for good reason prior to July 2001,
Mr. Hendricks would enter into a consulting arrangement with the Company and
would continue to receive his base salary until July 2001. Under the agreement,
Mr. Hendricks participated in an annual incentive compensation plan approved by
the Supervisory Board and an incentive compensation plan for employees of Kyser
and received other usual and customary benefits. Kyser agreed to indemnify
Mr. Hendricks against any liability to which he may be subject for judgments,
settlements, penalties, fees and expenses of defense, including attorney's fees,
bonds and costs of investigation, arising out of or in any way related to acts
or omissions as an employee, officer, director or agent in which services were
rendered to Kyser. However, Mr. Hendricks would not be entitled to
indemnification under this agreement under specified circumstances, including if
indemnification is expressly prohibited under applicable law or prohibited by
Kyser's charter. These indemnification provisions remain in full effect under
the separation agreement discussed below.
Pursuant to a separation agreement entered into in October 2000 with Kyser,
MTC and the Company, Mr. Hendricks resigned from all of his positions with these
entities, including his positions as Vice Chairman of Kyser and Managing
Director of the Company. In exchange, Kyser, MTC and the Company agreed to pay
Mr. Hendricks a bonus of $11,030 for the fourth quarter of fiscal 1999 and
consulting fees of $17,530 per month until June 30, 2001.
Peter V. Leigh is employed pursuant to an employment contract entered into
in September 1999 with MTC and with the Company. The employment contract
provides that Mr. Leigh will serve as a managing director of the Company and as
the Company's Vice President, Finance and Chief Financial Officer at an annual
salary of not less than $180,000. The agreement also provides for Mr. Leigh's
participation in an annual incentive compensation plan approved by the
Supervisory Board and for other usual and customary benefits. The Company and
MTC agreed to indemnify Mr. Leigh against any liability to which he may be
subject for judgments, settlements, penalties, fees and expenses of defense,
including attorney's fees, bonds and costs of investigation, arising out of or
in any way related to acts or omissions as a member of the Managing Board, or an
executive officer, or in any other capacity in which services are rendered to
the Company or MTC and its subsidiaries. However, Mr. Leigh would not be
entitled to indemnification under this agreement under specified circumstances
including if indemnification is expressly prohibited under applicable law or
prohibited by Metron's Articles or MTC's charter. If Mr. Leigh's employment is
terminated by MTC without cause or by Mr. Leigh for good reason or due to
disability, in exchange for Mr. Leigh's signing a release of all
23
<PAGE>
claims, he will continue to receive his final base salary for a period of
12 months in addition to other customary benefits.
J. Christopher Levett-Prinsep is employed by Metron Technology (U.K.) Ltd.
pursuant to an employment contract entered into in May 1996. The employment
contract provides that Mr. Levett-Prinsep will serve as a managing director of
the Company and of Metron Technology (U.K.) Ltd. and as President of the
Company's European Operations at an annual salary of not less than L103,000, or
approximately $173,000. The agreement also provides for Mr. Levett-Prinsep's
participation in an annual incentive compensation plan approved by the
Supervisory Board and for other usual and customary benefits. The employment
contract may be terminated by either party on twelve months' notice.
Keith Reidy is employed by MTC pursuant to an employment contract entered
into in September 1999 with MTC and with the Company. The employment contract
provides that Mr. Reidy will serve as a managing director and as Vice President,
Marketing of the Company at an annual salary of not less than $200,000. The
agreement also provides for Mr. Reidy's participation in an annual incentive
compensation plan approved by the Supervisory Board, and for other usual and
customary benefits. The Company and MTC agreed to indemnify Mr. Reidy against
any liability to which he may be subject for judgments, settlements, penalties,
fees and expenses of defense, including attorney's fees, bonds and costs of
investigation, arising out of or in any way related to acts or omissions as a
member of the Managing Board, or an executive officer, or in any other capacity
in which services are rendered to the Company or MTC and its subsidiaries.
However, Mr. Reidy would not be entitled to indemnification under this agreement
under specified circumstances, including if indemnification is expressly
prohibited under applicable law or prohibited by Metron's Articles or MTC's
charter. If Mr. Reidy's employment is terminated by MTC without cause or by
Mr. Reidy for good reason or due to disability, in exchange for Mr. Reidy's
signing a release of all claims, he will continue to receive his base salary for
a period of 12 months in addition to other customary benefits.
REPORT OF THE COMPENSATION COMMITTEE OF THE SUPERVISORY BOARD
ON EXECUTIVE COMPENSATION(1)
The Compensation Committee (the "Committee") of the Supervisory Board
generally makes decisions regarding the compensation of our Chief Executive
Officer, Edward D. Segal, and its other executive officers. During fiscal 2000,
the Committee consisted of all of the serving members of the Supervisory Board,
namely Robert R. Anderson, James E. Dauwalter, Joel A. Elftmann and Sho
Nakanuma; all four are outside directors. The Committee has furnished the
following report on the 2000 compensation of Edward D. Segal and our other
executive officers.
In setting the compensation levels, the Committee considers the standard
practices in the semiconductor equipment and materials industry, including data
from surveys, as well as the practices of companies with whom Metron competes
for executive talent. Metron believes that its total executive compensation
package is near the median among its peers.
The Committee determines base salaries, incentive compensation and stock
option grants of the executive officers in part in reliance on the Radford
Survey (the "Survey") or the prevailing competitive salaries in the technology
sector for similar positions and by evaluating those salary standards against
the achievement by the Company of its corporate goals. The Committee compared
the compensation of the Company's executive officers to equivalent data in the
Survey and competitive market compensation levels to determine base salary,
target bonuses and target total cash
------------------------
(1) The material in this report is not "soliciting material", is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before or
after the date hereof and irrespective of any general incorporation language
contained in such filing.
24
<PAGE>
compensation. The Committee also reviewed and compared the practices of such
companies with respect to stock option grants.
STOCK OPTIONS
The Committee grants stock options under our stock option plans to foster
executive ownership and to provide direct linkage with shareholder interests.
The Committee considers the current level of equity holdings in Metron, stock
options previously granted, industry practices, the executive's accountability
level, and assumed potential share value when determining stock option grants.
The Committee relies upon competitive guideline ranges of retention-effective,
target-gain objectives to be derived from option gains based upon relatively
aggressive assumptions relating to planned growth and earnings. In this manner,
potential executive gains parallel those of other shareholders over the long
term. Therefore, the stock option program serves as our primary long-term
incentive and retention tool for executives and other key employees. The
exercise prices of stock options granted to executive officers are equal to the
market value of the shares on the date of grant.
CEO COMPENSATION
Mr. Segal joined Metron as President and Chief Executive Officer in
July 1995. In general, as President and CEO the factors utilized in determining
Mr. Segal's compensation are the same as those applied to the other executive
officers in the manner described in the preceding paragraphs, although
achievement of Company financial performance goals have a greater impact on his
total compensation.
In establishing Mr. Segal's base salary, it was the Committee's intent to
provide him with a level of stability and certainty each year. His base salary
for the 2000 fiscal year of $298,380 is comparable to the reported base salaries
for Chief Executive Officers in the Survey.
The Committee based the annual bonus component of Mr. Segal's compensation
on the Company's financial performance and on his individual goal achievement,
as described above. Based upon Mr. Segal's performance, his bonus for 2000 was
$198,550.
In January 2000, the Committee awarded Mr. Segal additional options to
purchase 100,000 Common Shares.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Code limits the Company to a deduction for federal
income tax purposes of no more than $1 million of compensation paid to certain
Named Executive Officers in a taxable year. Compensation above $1 million may be
deducted if it is "performance-based compensation" within the meaning of the
Code.
The statute containing this law and the applicable proposed Treasury
regulations offer a number of transitional exceptions to this deduction limit
for pre-existing compensation plans, arrangements and binding contracts. As a
result, the Committee believes that at the present time it is quite unlikely
that the compensation paid to any Named Executive Officer in a taxable year
which is subject to the deduction limit will exceed $1 million.
25
<PAGE>
CONCLUSION
In summary, it is the opinion of the Committee that the adopted executive
compensation policies and plans provide the necessary total remuneration program
to properly align our performance and the interest of our shareholders with
competitive and equitable executive compensation in a balanced and reasonable
manner, for both the short and long term.
Compensation Committee
Robert R. Anderson
James E. Dauwalter
Joel A. Elftmann
Sho Nakanuma
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's compensation committee consists of Messrs. Anderson,
Dauwalter, Elftmann and Nakanuma.
None of the current members of the Company's compensation committee is an
officer or employee of the Company. Mr. Elftmann is Chairman of the Board and
Chief Executive Officer of FSI International, Inc., one of the Company's
principals and shareholders. Mr. Dauwalter is President of Entegris, Inc., one
of the Company's principals and shareholders. See "Certain Transactions" for a
more detailed description of the relationship between the Company and each of
FSI and Entegris.
26
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON(1)
The following graph shows the total shareholder return of an investment of
$100 in cash on November 18, 1999 for (i) the Company's Common Shares, (ii) the
Standard & Poor's SmallCap Index of 600 companies (the "S&P SmallCap 600") and
(iii) the peer group as published by SEMI in their SEMIndex for United States
companies with a market cap of less than $500 million.
COMPARISON OF CUMULATIVE TOTAL RETURN
(FROM 11/18/99 TO 5/31/99)*
AMONG METRON TECHNOLOGY, N.V.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
<S> <C> <C>
11/18/99 5/31/00
Metron Technology, N.V. 100.00 85.58
S & P SmallCap 600 100.00 113.78
SEMIndex 100.00 97.73
</TABLE>
* $100 INVESTED ON 11/18/99 IN STOCK
IN INDEX--INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING MAY 31, 2000
THE SEMINDEX PEER GROUP CONSISTS OF 15 COMPANIES IN THE SEMICONDUCTOR
INDUSTRY AS FOLLOWS: ADE CORP. MASS., APPLIED SCIENCE & TECHNOLOGY, BE
SEMICONDUCTOR INDS. NV-ADR, CERPROBE CORP., COHU INC., ELECTROGLAS INC., FSI
INTL. INC., GASONICS INTL. CORP., GENUS INC., IBIS TECHNOLOGY CORP.,
INTEGRATED MEASUREMENT SYS. INC., MATTSON TECHNOLOGY INC., ROBOTIC VISION
SYS. INC., SEMITOOL INC., ULTRATECH STEPPER INC.
------------------------
(1) This Section is not "soliciting material", is not deemed "filed" with the
SEC, and is not to be incorporated by reference in any filing of the Company
under the Securities Act of 1933 or the 1934 Act, whether made before or
after the date hereof and irrespective of any general incorporation language
in any such filing.
27
<PAGE>
CERTAIN TRANSACTIONS
TRANSACTIONS WITH FSI
As of May 31, 2000, FSI International, Inc. ("FSI") held approximately 20.4%
of the Company's outstanding shares. In fiscal 1999 and 2000, products from FSI
accounted for 24% and 25% of the Company's revenue, respectively. In addition,
Mr. Elftmann, a supervisory director of the Company, is Chairman of the Board of
FSI.
DISTRIBUTION AGREEMENT. In March 1998, the Company and FSI entered into a
distribution agreement which has been amended to reflect FSI's sale of its
chemical management division in July 1999. Pursuant to the terms of this
agreement, FSI and the Company agreed that, with some exceptions, the Company
would distribute some of FSI's products and related spare parts in specific
countries primarily in Europe and Asia. The Company, as distributor, agreed to
use its best efforts to sell the agreed upon products and spare parts in the
designated territory. The distribution agreement shall continue until
November 21, 2001. Either party may terminate the agreement after the expiration
of this initial term by providing at least 12 months prior written notice. In
the event that, in connection with a public offering, the agreement with
Entegris, Inc. ("Entegris") is amended to change the term and termination
provisions which are in effect, and if those terms are more favorable to
Entegris, then the agreement with FSI shall be amended to include the terms of
the Entegris amendment regarding the term and termination.
FSI sells products to the Company and the Company receives from FSI
discounts ranging from 5% to 25% of the net sales price. The exact percentage
varies depending on the product. For some products, the discounts may be
renegotiated at the request of FSI if FSI's ownership of the Company drops below
25%. In cases where customers receive discounts off of the net sales price, the
discounts are generally divided between FSI and the Company. The actual terms
vary depending on product, location and the extent of the discount.
OTHER AGREEMENTS. Pursuant to an investor rights agreement entered into in
July 1995 (the "Investor Rights Agreement"), a limited number of shareholders,
including FSI, have the right to require Metron to register their Common Shares
under specific circumstances. In the event Metron decides to offer shares
pursuant to an underwritten registration, Metron must notify these shareholders
and, if practicable, include a pro-rata portion of the shares of those who elect
to be included in the offering. The combined holders of at least 375,000 Common
Shares, as adjusted for share splits, share dividends and the like, may request
that Metron file a registration statement on Form S-3, if available to Metron.
However, Metron is not obligated to file more than one Form S-3 registration in
any 12 month period. In addition, if the majority of the members of the
Supervisory Board determine in good faith that a registration on Form S-3 would
be seriously detrimental to Metron, the registration may be delayed for up to
130 days. Metron will bear all registration expenses related to the above
mentioned registrations.
The registration rights are transferable to anyone who acquires all of a
shareholder's Common Shares and agrees to be bound by the terms of the Investor
Rights Agreement. The registration rights of each shareholder entitled to such
rights terminate on the earlier of the date three years after the date of the
Initial Public Offering and the date the holder may sell all of its shares
during any 90 day period pursuant to Rule 144.
As a supervisory director of the Company, Mr. Elftmann receives yearly
option grants. In connection with Mr. Elftmann's service as the Chairman of the
Board of FSI, he entered into an agreement with FSI pursuant to which he agreed
to exercise his options to purchase Common Shares of the Company at the request
of FSI, to vote the shares received upon exercise of the options as directed by
FSI and to hold title to these shares only as a nominee for FSI, without any
beneficial right, ownership, or interest in the shares. In addition,
Mr. Elftmann agreed to convey title to the
28
<PAGE>
option (if this is permitted by its terms) and any shares received upon exercise
of the option to FSI or to sell the shares and remit the proceeds to FSI upon
FSI's request.
TRANSACTIONS WITH ENTEGRIS
As of May 31, 2000, Entegris held approximately 20.4% of the Company's
outstanding shares, and in fiscal 1999 and 2000, products from Entegris
accounted for 21% and 26% of the Company's revenue, respectively. In addition,
Mr. Dauwalter, a supervisory director of the Company, is President of Entegris.
DISTRIBUTION AGREEMENTS. In July 1995, the Company and Fluoroware, now a
wholly-owned subsidiary of Entegris, entered into a distribution agreement.
Pursuant to the terms of this agreement, Entegris and the Company agreed that,
with some exceptions, the Company would be the exclusive, independent
distributor of some of Entegris's products in specific countries primarily in
Europe and Asia. The Company, as distributor, agreed to use its best efforts to
sell the agreed-upon products in the designated territory. Unless the contract
is terminated under specific conditions, the contract will remain in place until
July 5, 2002, and is automatically renewed thereafter for additional terms of
two years. The contract can be terminated upon written notification given more
than twelve months prior to the expiration of the applicable term.
Entegris may sell products for use in the territories on a representative
basis, but agrees to pay the Company a commission of 10% of the applicable sales
list price of the products for all such sales, which commission may, at the
option of Entegris, be divided between the Company and a third party on an
equitable basis and consistent with past practices between the Company and
Entegris. With certain exceptions, products are sold to the Company at the U.S.
domestic sales list prices, less a discount which ranges from 5% to 40%
depending on the product, unless another amount is agreed to in writing.
In September 1997, Fluoroware entered into a distribution agreement with
Kyser. Pursuant to the terms of this agreement, Fluoroware and Kyser agreed that
Kyser would be stocking distributor for specific Fluoroware gas and liquid
handling products in certain states in the United States. Kyser, as distributor,
agreed to use its best efforts to stock, market and sell products within the
states which comprise its territory. The agreement is for a term of five years,
expiring August 31, 2002, and, unless either party terminates, the agreement is
renewed automatically for successive five-year terms. Notice of termination must
be given one year prior to the expiration of the term of the agreement for
termination without cause. Termination for cause may occur at any time if
specific conditions are met.
Fluoroware agreed to sell its products to Kyser at a 15% to 40% discount
from the Fluoroware published list price, with the exact percentage dependent on
the product. In some instances, Kyser may act as a manufacturer's representative
rather than as a stocking distributor. As a manufacturer's representative, Kyser
receives a commission of between 10% and 2% of the sales price depending on the
discount off of the list price given to the customer and the products sold. In
some instances the commission is not specified and is to be negotiated prior to
the sale.
OTHER AGREEMENTS. Entegris is also party to the Investor Rights Agreement.
See "Certain Transactions--Transactions with FSI--Other Agreements" for a
description of the registration rights granted to FSI.
As a supervisory director of the Company, Mr. Dauwalter receives yearly
option grants. In connection with Mr. Dauwalter's service as the President of
Entegris, he previously entered into an agreement with Fluoroware pursuant to
which he agreed to exercise his options to purchase Common Shares of the Company
at the request of Fluoroware, to vote the shares received upon exercise of the
options as directed by Fluoroware and to hold title to these shares only as a
nominee for Fluoroware, without any beneficial right, ownership, or interest in
the shares. In addition, Mr. Dauwalter agreed to
29
<PAGE>
convey title to the option (if this is permitted by its terms) and any shares
received upon exercise of the option to Fluoroware or to sell the shares and
remit the proceeds to Fluoroware upon the request of Fluoroware.
INDEBTEDNESS OF MANAGEMENT
In July 1995, Edward D. Segal, President and Chief Executive Officer entered
into a Tax Indemnification Agreement (the "Tax Indemnification Agreement") with
the Company as part of its acquisition of Transpacific Technology Corporation.
At the time of the acquisition and until it completed the Initial Public
Offering in November 1999, the Company was a "controlled foreign corporation"
under Subpart F of the US Internal Revenue Code ("Subpart F"), and as a "US
person" Mr. Segal was liable for personal income tax on income imputed to him
under Subpart F. Under the agreement, the Company provided cash advances to
Mr. Segal for taxes due for Subpart F income. Advances under the Tax
Indemnification Agreement totaled $265,000, of which $202,000 was advanced in
fiscal 2000. Repayment of a portion of the advances is required beginning with
the first sale of shares owned by Mr. Segal as of the July 1995 acquisition date
after a tax year for which Mr. Segal received an advance. The amount of the
repayment is determined by reference to the tax which Mr. Segal does not pay as
a result of the step-up in basis created by the payment of income taxes on his
imputed Subpart F income.
INDEMNITY AGREEMENTS
See "Employment Agreements and Termination of Employment Arrangements" for a
description of indemnification provisions contained in agreements with Named
Executive Officers.
EMPLOYMENT AGREEMENT
Gregory C. Claeys is employed pursuant to an employment contract entered
into in July 1998 with Kyser, MTC and the Company. The employment contract
provides that Mr. Claeys will serve as President of Kyser at an annual salary of
not less than $170,000. The agreement also provided for the Company's grant of
an option to purchase 90,000 Common Shares to Mr. Claeys upon execution of the
contract. Under the agreement, Mr. Claeys participates in an annual incentive
compensation plan approved by the Supervisory Board and an incentive
compensation plan for employees of Kyser and receives other usual and customary
benefits. Kyser agreed to indemnify Mr. Claeys against any liability to which he
may have been subject for judgments, settlements, penalties, fees and expenses
of defense, including attorney's fees, bonds and costs of investigation, arising
out of or in any way related to acts or omissions as an employee, officer,
director or agent in which services are rendered to Kyser. However, Mr. Claeys
would not be entitled to indemnification under this agreement under specified
circumstances, including if indemnification is expressly prohibited under
applicable law or prohibited by Kyser's charter.
30
<PAGE>
OTHER MATTERS
The Board of Supervisory Directors knows of no other matters that will be
presented for consideration at the Annual Meeting. If any other matters are
properly brought before the Annual Meeting, it is the intention of the persons
named in the accompanying proxy to vote on such matters in accordance with their
best judgment.
By Order of the Board of Supervisory
Directors
Joel A. Elftmann
SUPERVISORY DIRECTOR
October 30, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 2000, AS AMENDED, IS
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO: JULIE CARLSON, METRON
TECHNOLOGY N.V., 1350 OLD BAYSHORE HIGHWAY, SUITE 360, BURLINGAME, CALIFORNIA
94010, USA.
31
<PAGE>
METRON TECHNOLOGY N.V.
EMPLOYEE STOCK OPTION PLAN
AMENDED AND RESTATED EFFECTIVE OCTOBER 13, 1999
AMENDED BY THE SUPERVISORY BOARD APRIL 13, 2000
1. PURPOSE.
1.1 The purpose of this employee stock option plan (the "Plan") is
to motivate key employees of and consultants to Metron Technology N.V. (the
"Company") and its group companies (the "Group Companies") to improve individual
performance by providing long-term incentives to such persons by way of
facilitating ownership of shares in the issued share capital of the Company. The
Plan is also intended to facilitate recruiting and retaining key personnel of
outstanding ability by providing an attractive capital accumulation opportunity.
1.2 The Plan provides employees (including directors who are
employees) of the Company and its Group Companies ("Employees") an opportunity
to purchase Shares pursuant to options which may qualify as incentive stock
options (hereafter "Incentive Stock Options") under Section 422 of the United
States Internal Revenue Code of 1986, as amended (hereafter the "Code"), and
employees (including directors who are employees) of and consultants to the
Company and its Group Companies an opportunity to purchase Shares pursuant to
options which are not described in Sections 422 or 423 of the Code (hereafter
"Nonqualified Stock Options").
2. SUBPLANS AUTHORIZED.
The Plan shall operate as a master plan and to the extent appropriate
the Company and/or its Group Companies may adopt subplans which among other
things may be intended to address specific laws of one or more of the
jurisdictions in which the Company and/or its Group Companies operate (a
"Subplan").
3. DEFINITIONS.
Capitalized terms used in the Plan and in the Agreement (as defined
below) have the meaning ascribed thereto in this Section 3.
(a) "AGREEMENT" means a written contract entered into between the
Company and/or a Group Company on the one hand and an Optionee on the other hand
containing the terms and conditions of an Option, which shall be consistent with
the Plan and be determined by the Board, together with all amendments thereto
made by the Board in accordance with Section 13 hereof.
(b) "BOARD" means the supervisory board of the Company.
(c) "COMMITTEE" means a committee designated by the Board to
administer the Plan in accordance with Section 13 hereof.
(d) "COMPANY" means Metron Technologies N.V., a public company
with limited liability established at Amsterdam, The Netherlands.
1.
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(e) "CONSULTANT" means any person, including an advisor, (i)
engaged by the Company or a Group Company to render consulting or advisory
services and who is compensated for such services or (ii) who is a member of the
Board of Directors of a Group Company. However, the term "Consultant" shall not
include either Directors who are not compensated by the Company for their
services as Directors or Directors who are merely paid a director's fee by the
Company for their services as Directors.
(f) "EMPLOYEE" means an employee (including a managing director
who is also an employee) of the Company or a Group Company.
(g) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(h) "FAIR MARKET VALUE" means, as of any date, the value per Share
determined as follows:
(i) if the Stock is listed on any official stock
exchange, the Fair Market Value shall be the closing sales price per Share on
such stock exchange (or the closing bid price if no sales were reported) for the
last trading day prior to the time of determination; or
(ii) if the Stock is not listed on any official stock
exchange, the Fair Market Value shall be determined by the Board, using such
criteria as it shall determine, in its sole discretion, to be appropriate for
such valuation.
(i) "GENERAL MEETING" means the general meeting of shareholders of
the Company.
(j) "GROUP COMPANY" ("groepsmaatschappij") has the meaning
assigned to it in Section 2:24b of the Dutch Civil Code or any successor
provision thereof with the understanding that FSI Metron Europe Ltd., a company
under the laws of England with its registered at Brighton is deemed not to be a
Group Company.
(k) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not
a current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.
(l) "OFFICER" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(m) "OPTION" means a right to purchase Shares pursuant to the
terms of the Plan.
(n) "OPTION PRICE" means the price at which a Share covered by the
respective Option may be purchased.
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(o) "OPTIONEE" means an Employee or Consultant to whom an Option
is or has been granted.
(p) "OUTSIDE DIRECTOR" means a Director who either (i) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of Treasury Regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.
(q) "PLAN" means this Metron Technologies N.V. Employee Stock
Option Plan, any Subplans authorized by the Company and any amendments made
thereto by the Board in accordance with Section 12 hereof.
(r) "SECURITIES ACT" means the Securities Act of 1933, as amended.
(s) "SHARE" means a common share in the issued share capital of
the Company.
(t) "STOCK" means the common shares in the issued share capital of
the Company.
(u) "SUCCESSOR" with respect to an Optionee means the person or
persons who, by will or according to the applicable law of inheritance,
acquire(s) the right to exercise an Option.
(v) "TEN PERCENT SHAREHOLDER" means a person who owns (or is
deemed to own pursuant to Section 424(d) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or of any of the Group Companies.
(w) "TERM" means the period during which an Option may be
exercised.
4. SHARES AVAILABLE UNDER THE PLAN.
4.1 The number of Shares available for distribution under the
Plan shall not exceed 3,750,000*, subject to adjustment pursuant to Section
14 hereof. Shares used for purposes of the Plan shall be common shares in the
authorized share capital of the Company.
4.2 If an Option should expire or can no longer be exercised for
any reason without having been exercised in full, the unissued Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future issuance under the Plan.
4.3 For the purposes of computing the total number of Shares
granted under the Plan, each Option shall be deemed to be the equivalent of the
maximum number of Shares that may be issued upon exercise of the particular
Option.
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* 525,000 shares originally authorized. 1,050,000 post 1:2 stock split in
December 1995. Increased to 1,300,000 shares in June 1996. Increased to
1,500,000 in October of 1997. 2,250,000 shares post the 3:2 stock split in
April 1998. Increased to 2,750,000 shares in July of 1999. Increased to
3,750,000 shares in April of 2000.
3.
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4.4 Subject to the provisions of Section 14 relating to
adjustments upon changes in the shares of Common Stock, no Employee shall be
eligible to be granted Options covering more than one million (1,000,000) shares
of Common Stock during any calendar year.
5. ELIGIBILITY.
Participation in the Plan shall be limited to Employees and
Consultants, and the Committee or the Board shall determine which Employees and
Consultants shall be granted Options under the Plan, and the terms of such
Options, all as more fully provided in the relevant Agreement.
6. GENERAL TERMS OF OPTIONS.
6.1 Each Option shall be subject to an Agreement.
6.2 Each Agreement shall set forth the number of Shares to which
the Option subject to such Agreement applies, the Option Price and such other
terms and conditions applicable to the Option as shall be determined by the
Board acting in its sole discretion, subject however to the provisions of the
Plan, particularly this Section 6.2 thereof.
6.3 The Option Price shall never be less than the nominal value
per Share. Moreover, the Option Price shall not be less than the Fair Market
Value on the date the Option is granted. Notwithstanding the foregoing, (a) in
the case of an Incentive Stock Option granted to a Ten Percent Shareholder, then
such Incentive Stock Options shall have a Term of no longer than 5 years and an
Option Price of at least 110% of the Fair Market Value on the date the Option is
granted and (b) in the case of an Incentive Stock Option granted to any other
person, the Option Price shall not be less than the fair Market Value on the
date that the Option is granted. The Option Price shall be subject to adjustment
to the extent provided in this Plan or the relevant Agreement.
6.4 In the case of Incentive Stock Options, the aggregate Fair
Market Value (determined as of the time such Option is granted) of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
by an Employee in any calendar year (under the Plan and any other plans of the
Company or its Group Companies) shall not exceed $100,000 or the equivalent
thereof in another currency.
6.5 The Agreement may contain such other terms, provisions, and
conditions as may be determined by the Board (not inconsistent with this Plan).
If an Option, or any part thereof is intended to qualify as an Incentive Stock
Option, the Agreement shall contain those terms and conditions which are
necessary to so qualify it.
7. TRANSFERABILITY.
Each Agreement shall provide that Options may not be sold, assigned,
transferred, exchanged, pledged or otherwise encumbered. Notwithstanding the
immediately preceding sentence, an Agreement may provide that the Option subject
to the Agreement shall transfer in the event of the death of an Optionee to a
Successor or, alternatively, that the death of an Optionee shall accelerate the
Term of the Option in accordance with Section 9 of the Plan.
4.
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8. EFFECTIVE DATE AND DURATION OF THE PLAN.
8.1 The Plan shall become effective as of and its "Effective Date"
shall be the date it is approved by the general meeting of shareholders of the
Company.
8.2 The Plan shall remain in effect until the earlier of (i) the
date as of which the Board has terminated the Plan; and (ii) the tenth
anniversary of the Effective Date (the "Termination Date"); PROVIDED, HOWEVER,
that Options granted prior to the Termination Date may vest, be exercised or
otherwise effectuated in accordance with the relevant Agreement beyond the
Termination Date unless the authority to do so is limited in the Agreement or
otherwise.
9. TERM OF OPTIONS, ACCELERATION.
Each Agreement shall set forth the Term of the Option; PROVIDED,
HOWEVER, that the Term of an Option shall not be for more than 10 years and
that, in the case of an Incentive Stock Option granted to Ten Percent
Shareholder, then such Incentive Stock Options shall have a Term of no longer
than 5 years and an Option Price of at least 110% of the Fair Market Value on
the date the Option is granted. Acceleration of the expiration of the applicable
Term is permitted upon such terms and conditions as shall be set forth in the
Agreement, which may, but need not, include, without limitation, acceleration in
the event of the Optionee's death or retirement as Employee.
10. TERMINATION OF EMPLOYMENT AND CONSULTING RELATIONSHIP AND PERMANENT
DISABILITY OF THE OPTIONEE.
10.1 No Option may be exercised by an Optionee from the date on or
as per which the Optionee is no longer an Employee or a Consultant, for any
reason whatsoever, except as and to the extent provided in the Agreement
applicable to that Option. Notwithstanding the foregoing, a change in the
capacity in which a person provides services to the Company will not constitute
a termination of employment or consulting relationship for purposes of the Plan
provided that there is no interruption in the period during which the person
provides services to the Company.
10.2 Subject to Section 10.1 of the Plan, during the lifetime of an
Optionee, only such Optionee (or such Optionee's legal representative) may
exercise an Option. An Option may be exercised by the Successor of an Optionee
following the death of such Optionee to the extent, and during the period of
time, if any, provided in the applicable Agreement.
10.3 Notwithstanding the provisions of Section 10.1 above, in the
event of termination of the Optionee's employment or consulting relationship
with the Company or one or more of the Group Companies as a result of his total
and permanent disability (as determined by the Board or the Committee) the
Optionee may, but only within 12 months from the date of such termination (but
in no event later than the expiration date of the Term of such Option as set
forth in the relevant Agreement), exercise the Option in accordance with the
terms and conditions of the relevant Agreement. If and to the extent that the
Optionee does not so exercise the Option, the Option shall terminate without any
payment of compensation or remuneration being due or payable to the Optionee.
11. EXERCISE OF OPTIONS.
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11.1 The Option Price of the Shares with respect to which an Option
is exercised shall be payable to the Company in full at the time of exercise of
the Option and shall be made in such currency as the Board shall specify in the
applicable Agreement. However, the Board may, in its sole discretion, permit an
Optionee to pay the Option Price in whole or in part (i) with Shares owned by
the Optionee; (ii) with Shares issuable upon exercise of the Option; (iii)
delivery on a form prescribed by the Board of an irrevocable direction to a
securities broker approved by the board or the Board to sell Shares and to
deliver all or a portion of the proceeds thereof to the Company in payment for
the Shares; or (iv) a combination of the foregoing, and in any such event the
Company undertakes to repurchase the Shares involved. Any Shares used to pay all
or part of the Option Price shall be valued by the Board or the Committee at
their Fair Market Value on the date of the exercise of the Option. In addition,
any Shares used to pay all or part of the Option Price that were acquired,
directly or indirectly from the Company, must have been held for more than six
(6) months (or such longer or shorter period of time required to avoid a charge
to earnings for financial accounting purposes) prior to their use for such
payment.
Notwithstanding the above, it is expressly understood that an Optionee
may only use Shares to pay all or part of the Option Price and that the Company
shall only be bound to repurchase those Shares subject to the condition
precedent that the provisions of Dutch law and the articles of association of
the Company, as the same may be amended from time to time, concerning the
repurchase by the Company of shares in its own capital are complied with and
satisfied.
11.2 Each Option shall be exercisable in whole or in part on the
terms provided for in the relevant Agreement. In no event shall any Option be
exercisable at any time after the expiration of its Term. When an Option is no
longer exercisable, it shall be deemed to have lapsed or terminated without any
payment of compensation or remuneration due to anybody.
12. TERMINATION, SUSPENSION AND MODIFICATION OF THE PLAN AND ALTERATION AND
AMENDMENT OF AGREEMENTS AND OPTIONS.
To the extent permitted by law the Board may at any time and from time
to time terminate, suspend or modify the Plan. The Board shall in no event amend
the Plan in the following respects without the approval of the general meeting
of shareholders resolving with a majority then sufficient to approve the Plan in
the first instance:
(i) to increase the maximum number of Shares subject to
Incentive Stock Options issued under the Plan; or
(ii) to change the designation or class of persons
eligible to receive Incentive Stock Options under the Plan.
The Board may at any time alter or amend any or all Agreements and the
terms and conditions of outstanding Options, except the Option Price, PROVIDED,
HOWEVER, that no such termination, suspension, modification, alteration or
amendment will materially and adversely affect any right acquired by any
Optionee under an Option granted before the date of termination, suspension,
modification, alteration or amendment, unless otherwise agreed to by the
Optionee in the Agreement or otherwise or unless required by law. However, it
will be
6.
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conclusively presumed that any adjustment for changes in capitalization provided
for in Section 14 does not adversely affect the rights of any Optionee.
13. ADMINISTRATION.
13.1 ADMINISTRATION BY BOARD. The Board shall administer the Plan
unless and until the Board delegates administration to a Committee, as provided
in Section 13.3.
13.2 POWERS OF BOARD. The Board shall have the power, subject to,
and within the limitations of, the express provisions of the Plan:
(a) To determine from time to time which of the
persons eligible under the Plan shall be granted Options; when and how each
Option shall be granted; the provisions of each Option granted (which need
not be identical), including the time or times when a person shall be
permitted to receive Common Stock pursuant to an Option; and the number of
shares of Common Stock with respect to which an Option shall be granted to
each such person.
(b) To construe and interpret the Plan and Options
granted under it, and to establish, amend and revoke rules and regulations
for its administration. The Board, in the exercise of this power, may correct
any defect, omission or inconsistency in the Plan or in any Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.
(c) Generally, to exercise such powers and to perform
such acts as the Board deems necessary or expedient to promote the best
interests of the Company which are not in conflict with the provisions of the
Plan.
13.3 DELEGATION TO COMMITTEE.
(a) The Board may delegate administration of the Plan
to a Committee or Committees of one (1) or more members of the Board, and the
term "Committee" shall apply to any person or persons to whom such authority
has been delegated. If administration is delegated to a Committee, the
Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board, including the power to delegate to
a subcommittee any of the administrative powers the Committee is authorized
to exercise (and in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest
in the Board the administration of the Plan.
(b) At such time as the Common Stock is publicly
traded, in the discretion of the Board, a Committee may consist solely of two
or more Outside Directors, in accordance with Section 162(m) of the Code,
and/or solely of two or more Non-Employee Directors, in accordance with Rule
16b-3. Within the scope of such authority, the Board or the Committee may (1)
delegate to a committee of one or more members of the Board who are not
Outside Directors the authority to grant Options to eligible persons who are
either (a) not then Covered Employees and are not expected to be Covered
Employees at the time of recognition of income resulting from such Stock
Award or (b) not persons with respect to whom the Company wishes
7.
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to comply with Section 162(m) of the Code and/or (2) delegate to a committee of
one or more members of the Board who are not Non-Employee Directors the
authority to grant Options to eligible persons who are not then subject to
Section 16 of the Exchange Act.
13.4 EFFECT OF BOARD'S DECISION. All determinations,
interpretations and constructions made by the Board in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on
all persons.
14. ADJUSTMENT FOR CHANGES IN CAPITALIZATION.
14.1 In the event of any change in the number of outstanding Shares
by reason of any stock dividend, stock split, reorganization, recapitalization,
merger, exchange of shares or other similar corporate change, such reasonable
adjustments may be made in the Plan, the Agreements and the Options granted
hereunder (including the Option Price) as the Board shall, in its sole
discretion, determine are necessary or appropriate to ensure the Optionees, to
the extent possible, reasonable rights with equal value, including, if
necessary, an adjustment in the number of Shares and in the Option Prices
applicable to Options then outstanding and in the number of Shares which are
reserved for issuance under the Plan. Any such adjustment shall be conclusive
and binding for all purposes of the Plan.
14.2 Unless otherwise determined by the Board, upon the dissolution
or liquidation of the Company the Options granted under the Plan shall terminate
and thereupon become null and void. Upon any merger or consolidation, if the
Company is not the surviving corporation, or if the Company is the surviving
corporation in a "triangular merger" transaction with a subsidiary of a "parent
corporation" (as such term is defined and used in Section 175 and Section 1101
of the California General Corporation Law), then with respect to Options held by
persons whose employment or consulting relationship with the Company or any
Group Company has not terminated, the vesting of such Options (and, if
applicable, the time during which such Options may be exercised) shall be
accelerated in full, and the Options shall terminate if not exercised (if
applicable) at or prior to such event. With respect to any other Options
outstanding under the Plan, such Options shall terminate if not exercised (if
applicable) prior to such event.
15. NO COMMITMENTS VIS-A-VIS ELIGIBLE EMPLOYEES, CONSULTANTS OR OPTIONEES.
15.1 The status as an eligible Employee or Consultant of any
person shall not be construed as a commitment that any Option will be granted
under the Plan to such eligible Employee or Consultant, or to eligible
Employees or Consultants generally.
15.2 Nothing in the plan or in any Agreement or related documents
shall confer upon any Employee, Consultant or Optionee any right to continue in
the employment or service of the Company or any Group Company or constitute any
contract of employment or consulting relationship or affect any right which the
Company or any Group Company may have to change such person's remuneration,
other benefits, job responsibilities or title, or to terminate the employment or
consulting relationship of such person with or without cause. Options and/or
Shares granted to an Optionee under the Plan are not and shall not be considered
to be a remuneration for work performed bush such Optionee under his contract of
employment with the Company or any Group Company.
8.
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16. TAX WITHHOLDING.
No Shares shall be granted or sold under the Plan to any Optionee until
the Optionee has made arrangements acceptable to the Company or to the Board for
the satisfaction of federal, state, local and foreign income tax, social
security tax and any other applicable withholding obligations including, without
limitation, obligations incident to the receipt of Shares under the Plan or the
receipt of an Option pursuant to the Plan or to the failure to satisfy the
conditions for treatment as incentive stock options under applicable tax law.
Upon exercise of an Option, the Company at its option may withhold from the
Optionee or require the Optionee to surrender cash or Shares sufficient to
satisfy the minimum applicable federal, state, local and foreign income tax,
social security tax and any other minimum applicable withholding obligations as
well as any capital duty and transfer or other similar duty payable in respect
of payment of the Option Price or for the Shares.
17. OTHER BENEFITS AND COMPENSATION PROGRAMS.
Payments and other benefits received by an Optionee under the Plan or
under an Option granted pursuant to the Plan shall not be deemed a part of an
Optionee's regular, recurring compensation for purposes of the termination,
indemnity or severance pay law of any country and shall not be included in, nor
have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement provided by the Company or a Group
Company, unless expressly so provided by such other plan, contract or
arrangement, or unless the Board expressly determines that an Option or portion
of an Option should be included to reflect competitive compensation practices or
to recognize that an Option has been granted in lieu of a portion of competitive
cash compensation.
18. UNFUNDED PLAN.
The Plan shall be unfunded and the Company shall not be required to
segregate any assets that may at any time be represented by Options under the
Plan. Neither the Company, its Group Companies, the Committee, nor the Board
shall be deemed to be a trustee of any amounts to be paid under the Plan nor
shall anything contained in the Plan or any action taken pursuant to its
provisions create or be construed to create a fiduciary relationship between the
Company and/or its Group Companies, and an Optionee. To the extent that any
person acquires a right to receive an Option or Shares under the Plan, such
right shall be no greater than the right of an unsecured general creditor of the
Company.
19. LIMITS OF LIABILITY, INDEMNIFICATION.
19.1 Any liability of the Company to any Optionee with respect to
an Option shall be based solely upon the contractual obligations created by the
Plan and the Agreement.
19.2 Except as may be required by law, neither the Company nor any
member of the Board or of the Committee, nor any other person participating in
any determination of any question under the Plan, or in the interpretation,
administration or application of the Plan, shall have any liability to any party
for any action taken, or not taken, under the Plan.
9.
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19.3 Each person who is or shall have been a member of the
Committee or of the Board, and any other person to whom the Board delegates
authority under the Plan, shall be indemnified and held harmless by the Company,
to the extent permitted by law, against and from any loss, cost, liability or
expense that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit or proceeding to which
such person may be a party or in which such person may be involved by reason of
any action taken or failure to act, made in good faith, under the Plan and
against and from any and all amounts paid by such person in settlement thereof
with the Company's approval, or paid by such person in satisfaction of any
judgment in any such action, suit or proceeding against such person, provided
such person shall give the Company an opportunity, at the Company's expense, to
handle and defend the same before such person undertakes to handle and defend it
on such person's own behalf.
20. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS.
No Options shall be granted and no Shares distributable pursuant to the
Plan or to an Agreement shall be issued and delivered unless the granting of
such Options respectively the issuance and delivery of such Shares complies with
all applicable legal requirements including, without limitation, with the
provisions of any applicable national or state securities laws, and the
requirements of the stock exchanges, if any, on which the Shares may, from time
to time, be listed.
21. GENDER AND NUMBER.
Except when otherwise indicated by the context, reference to the
masculine gender shall include, when used, the feminine gender and any term used
in the singular shall also include the plural.
22. PARTIAL INVALIDITY.
In the event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.
10.
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PROXY PROXY
METRON TECHNOLOGY N.V.
PROXY SOLICITED BY THE BOARD OF SUPERVISORY DIRECTORS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2000
The undersigned hereby appoints Edward D. Segal and Peter V. Leigh, and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of Metron Technology N.V. which the
undersigned may be entitled to vote at the Annual General Meeting of
Shareholders of Metron Technology N.V. to be held at the law offices of Nauta
Dutilh, Prinses Irenestraat 59, 1077 WV Amsterdam, The Netherlands, on Tuesday,
November 21, 2000 at 5:30 p.m. (local time), and at any and all postponements,
continuations and adjournments thereof, with all powers that the undersigned
would possess if personally present, upon and in respect of the following
matters and in accordance with the following instructions, with discretionary
authority as to any and all other matters that may properly come before the
meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSALS 1 AND 2 AND FOR PROPOSALS 3, 4, 5 AND 6, AS MORE
SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE
INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE>
METRON TECHNOLOGY N.V.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
[ ]
THE SUPERVISORY BOARD RECOMMENDS A VOTE FOR THE NOMINEES FOR SUPERVISORY
DIRECTOR LISTED BELOW.
PROPOSAL 1: To elect supervisory directors to hold office until the next
Annual General Meeting of Shareholders and until their
successors are elected.
FOR ALL WITHHOLD AUTHORITY
/ / / /
Nominees: Robert R. Anderson, James E. Dauwalter, Joel A. Elftmann,
Sho Nakanuma.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), WRITE SUCH NOMINEE(S)' NAME(S)
BELOW:
--------------------------------------------------------------------------------
PROPOSAL 2: To elect Gregory M. Claeys as a managing director B.
FOR WITHHOLD AUTHORITY
/ / / /
THE SUPERVISORY BOARD RECOMMENDS A VOTE FOR PROPOSALS 3, 4, 5 AND 6.
PROPOSAL 3: To approve the Company's Amended and Restated Employee
Stock Option Plan, as amended, to increase the aggregate
number of common shares authorized for issuance under such
plan by 1,000,000 shares.
FOR AGAINST ABSTAIN
/ / / / / /
PROPOSAL 4: To approve the adoption of the Annual Accounts of the Company
for the fiscal year ended May 31, 2000.
FOR AGAINST ABSTAIN
/ / / / / /
PROPOSAL 5: To ratify the selection of KPMG LLP as independent auditors of
the Company for its fiscal year ending May 31, 2001.
FOR AGAINST ABSTAIN
/ / / / / /
PROPOSAL 6: To approve the preparation of the Company's Annual Report for
the fiscal year ended May 31, 2000 in the English language.
FOR AGAINST ABSTAIN
/ / / / / /
Dated ____________________________
Signature(s):__________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
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PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
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WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
