SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials [ ] Soliciting Material
pursuant to rule 14a-11(c) or Rule 14a-12
THE COLEMAN COMPANY, INC.
.......................................................................
(Name of Registrant as Specified In Its Charter)
.......................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
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transaction applies:
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2) Aggregate number of securities to which
transaction applies:
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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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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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- - - ------------------------------------------------------------------------
1767 Denver West Boulevard
Golden, Colorado 80401
(303)202-2400
March 31, 1997
To Our Shareholders:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of The Coleman Company, Inc. to be held at The Westin Hotel,
1672 Lawrence Street, Denver, Colorado 80202 on Tuesday, May 13, 1997 at
9:30 a.m. (Mountain Daylight Time).
The business of the meeting will be to elect directors, to ratify the
appointment of Ernst & Young LLP as the independent certified public
accountants, to consider a proposal to ratify and adopt The Coleman
Company, Inc. Executive Annual Incentive Plan, to consider a proposal to
amend The Coleman Company, Inc. 1993 Stock Option Plan, and such other
business that may properly come before the meeting. Information on these
business matters may be found in the accompanying Proxy Statement.
We hope you can attend the meeting, but recognize that many shareholders
may be unable to attend. For shareholders who cannot attend the meeting,
we have enclosed a proxy card which will enable you to vote your shares
on the business matters to be considered at the annual meeting. All you
need to do is mark the proxy card to indicate your vote, date and sign
the proxy card, and return it in the enclosed postage-paid envelope as
soon as possible. If you wish to vote in accordance with management's
recommendations, you need not mark your votes on the proxy card but need
only to sign, date and return it in the enclosed postage-paid envelope.
Sincerely,
/s/ Jerry W. Levin
Jerry W. Levin
Chairman and
Acting Chief Executive Officer
THE COLEMAN COMPANY, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
The Coleman Company, Inc.
You are hereby notified that the Annual Meeting of Shareholders of The
Coleman Company, Inc. (the "Company"), a Delaware corporation, will be held
on Tuesday, May 13, 1997 at 9:30 a.m. (Mountain Daylight Time) at The Westin
Hotel, 1672 Lawrence Street, Denver, Colorado 80202, for the following
purposes:
1. To elect all the members of the Company's Board of
Directors to serve until the Company's next annual meeting
and until such directors' successors are elected and shall
have qualified;
2. To ratify the appointment of Ernst & Young LLP as the
independent certified public accountants for the Company
for 1997;
3. To consider a proposal to ratify and adopt The Coleman
Company, Inc. Executive Annual Incentive Plan;
4. To consider a proposal to amend The Coleman Company, Inc.
1993 Stock Option Plan; and
5. To transact such other business that may properly come
before the meeting or any adjournments thereof.
A proxy statement describing the matters to be considered at the
annual meeting is attached to this Notice. Only shareholders of record at
the close of business on March 18, 1997 (the "Record Date") are entitled
to notice of, and to vote at, the annual meeting and any adjournments
thereof.
To ensure your vote will be counted, please complete, date and sign
the enclosed proxy card and return it promptly in the enclosed
postage-paid envelope, whether or not you plan to attend the meeting.
By order of the Board of Directors
/s/ Barbara L. Allen
Barbara L. Allen
Assistant Secretary
March 31, 1997
PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT IN
THE ENCLOSED ENVELOPE. THIS WILL ENSURE YOUR SHARES ARE VOTED IN ACCORDANCE
WITH YOUR WISHES.
THE COLEMAN COMPANY, INC.
------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1997
------------------------------------
This Proxy Statement is being furnished by The Coleman Company,
Inc. (the "Company"), a Delaware corporation, to its shareholders in
connection with the solicitation of proxies by the Board of Directors of
the Company (the "Board") for use at the Annual Meeting of Shareholders
to be held on May 13, 1997 (and at any adjournments thereof), for the
purpose of considering and voting upon the matters set forth in the
accompanying Notice of the Annual Meeting. This Proxy Statement and the
accompanying form of proxy are being released to the shareholders of the
Company on or about March 31, 1997.
SOLICITATION AND VOTING OF PROXIES; REVOCATION
All shares represented by properly-executed proxies will, unless
such proxies have been previously revoked, be voted at the Annual Meeting
in accordance with the directions on the proxies. If no direction is
indicated, the shares will be voted as recommended by the Board. The
Company has no knowledge of any other matters to be brought before the
meeting. However, if any other matters are properly presented before the
Annual Meeting for action, it is intended that the persons named on the
proxy card and acting thereunder will vote in accordance with their best
judgment on such matters. A shareholder executing and returning a proxy
has the power to revoke it at any time before it is voted by providing
written notice of such revocation to the Secretary of the Company at the
address shown on the accompanying letter from the Chairman of the Board.
The Company will bear the costs of its solicitation of proxies. In
addition to the use of the mails, proxies may be solicited by personal
interview, telephone, telegram and telefax by directors, officers and
employees of the Company. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding
of solicitation materials to the beneficial owners of stock and the
Company may reimburse such custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in handling proxy
materials for beneficial owners.
RECORD DATE; REQUIRED VOTE
The close of business on March 18, 1997, has been fixed as the
Record Date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting and any adjournments thereof. As of the
Record Date there were 53,241,430 shares of Common Stock of the Company
outstanding. There were no treasury shares on the Record Date. On the
Record Date, Ronald O. Perelman, a director of the Company, through
MacAndrews & Forbes Holdings Inc. ("M&F Holdings"), a corporation
wholly-owned through Mafco Holdings Inc. ("Mafco" and, together with M&F
Holdings, "MacAndrews & Forbes"), beneficially owned 44,067,520 shares of
Common Stock, representing approximately 82.8% of the outstanding shares.
MacAndrews & Forbes has notified the Company that it intends to vote for
Proposals 1, 2, 3, and 4.
Holders of shares of Common Stock are entitled to one vote for each
share registered in their respective names. Cumulative voting is not
permitted. Unless the shareholder specifies otherwise, the persons named
on the proxy card will vote all shares for the Board's nominees for
directors.
(1) ELECTION OF DIRECTORS
The Board has been informed that all persons listed below are
willing to serve as directors, but if any of them should decline or be
unable to act as a director, the individuals named on the proxy card will
vote for the election of such other person or persons as they, in their
discretion, may choose. The Board has no reason to believe that any such
nominees will be unable or unwilling to serve. All nominees, if elected,
are expected to serve until the next annual meeting.
The proxies will be voted FOR the election of nominees listed
below. Directors will be elected by a plurality of the votes cast in the
election of directors. Under applicable Delaware law, in tabulating the
vote, broker non-votes will be disregarded and will have no effect on the
outcome of the vote.
THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE LISTED NOMINEES FOR DIRECTOR.
NOMINEES FOR ELECTION AS DIRECTORS
The name, age, principal occupation for the last five years,
selected biographical information, and period of service as a director of
the Company of each nominee are set forth below.
RONALD O. PERELMAN (54), a director of the Company since 1989, has
been Chairman of the Board and Chief Executive Officer of Mafco Holdings
Inc., MacAndrews & Forbes Holdings Inc. and various affiliates since 1980.
Mr. Perelman also is Chairman of the Board of Andrews Group Incorporated,
Consolidated Cigar Holdings Inc., Mafco Consolidated Group Inc., Meridian
Sports Incorporated ("Meridian"), and Power Control Technologies Inc. Mr.
Perelman is Chairman of the Executive Committees of the Boards of Marvel
Entertainment Group, Inc., Revlon Consumer Products Corporation ("Revlon
Products") and Revlon, Inc. ("Revlon"). Mr. Perelman is a director of the
following corporations which file reports pursuant to the Securities
Exchange Act of 1934: Andrews Group Incorporated, California Federal Bank,
a Federal Savings Bank, The Coleman Company, Inc., Coleman Holdings Inc.
("Coleman Holdings"), Coleman Worldwide Corporation ("Coleman Worldwide"),
Consolidated Cigar Corporation, Consolidated Cigar Holdings Inc., First
Nationwide Holdings Inc., First Nationwide (Parent) Holdings Inc., Mafco
Consolidated Group Inc., Marvel Entertainment Group, Inc., Marvel Holdings
Inc., Marvel (Parent) Holdings Inc., Marvel III Holdings Inc., Meridian,
Power Control Technologies Inc., Pneumo Abex Corporation, Revlon Products,
Revlon, Revlon Worldwide Corporation, and Toy Biz, Inc. (On December 27,
1996, Marvel Holdings Inc., Marvel (Parent) Holdings Inc., Marvel III
Holdings Inc. and Marvel Entertainment Group, Inc., and several of their
subsidiaries filed voluntary petitions for reorganization under Chapter 11
of the United States Bankruptcy Code.)
DONALD G. DRAPKIN (48), a director of the Company since 1989, has
been a director and Vice Chairman of Mafco Holdings Inc., MacAndrews &
Forbes Holdings Inc. and various affiliates since 1987. Mr. Drapkin was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom in New York
for more than five years prior to 1987. Mr. Drapkin also is a director of
the following corporations which file reports pursuant to the Securities
Exchange Act of 1934: Andrews Group Incorporated, The Coleman Company,
Inc., Coleman Holdings, Coleman Worldwide, Consolidated Cigar Corporation,
Consolidated Cigar Holdings Inc., Marvel Entertainment Group, Inc., Marvel
Holdings Inc., Marvel (Parent) Holdings Inc., Marvel III Holdings Inc.,
Revlon Products, Revlon, Revlon Worldwide Corporation, Toy Biz, Inc., Algos
Pharmaceutical Corporation and VIMRx Pharmaceuticals Inc. (On December 27,
1996, Marvel Holdings Inc., Marvel (Parent) Holdings Inc., Marvel III
Holdings Inc. and Marvel Entertainment Group, Inc., and several of their
subsidiaries filed voluntary petitions for reorganization under Chapter 11
of the United States Bankruptcy Code.)
LAWRENCE M. JONES (65) has been a director of the Company since
1989. Mr. Jones was Chairman and Chief Executive Officer from October
1990 to December 1993 and has been associated with the Company for more
than 35 years, including serving as President and Chief Executive Officer
from July 1989 to September 1990. Prior to rejoining the Company in 1989,
Mr. Jones was Vice Chairman and Chief Financial Officer of Fleming
Companies, Inc. (distributor of food products, health and beauty items)
from December 1987 to June 1989. Mr. Jones is presently Chairman of
Rollerblade, Inc., and a director of Union Pacific Resources. He was also
a director of Fourth Financial Corporation until January 1996, of Fleming
Companies, Inc. until December 1996, and Chairman of Prince Sports Group,
Inc. until March 1997.
ROBERT J. LANIGAN (68) has been a director of the Company since
February 1995. Mr. Lanigan is also a director of The Dun & Bradstreet
Corporation, Sonat, Inc., Transocean Offshore, Inc., Chrysler
Corporation, Cognizant Corporation, and Owens-Illinois, Inc. From 1984 to
1990, Mr. Lanigan was Chairman and Chief Executive Officer of
Owens-Illinois, Inc., and served as Chairman from 1990 to 1991.
JERRY W. LEVIN (52) has been Chairman and acting Chief Executive
Officer of the Company since February 1997, and a past Chairman of the
Company from 1989 to 1991, and a director since 1989. Mr. Levin has been
Chairman of the Board of Revlon and of Revlon Products since their
respective formations in 1992. Mr. Levin served as Chief Executive
Officer of Revlon and of Revlon Products from 1992 until January 1997,
and President of Revlon and of Revlon Products from their respective
formations in 1992 to November 1995. He has been the President and a
director of Revlon Holdings Inc. since 1991 and Chief Executive Officer
since March 1992. Mr. Levin has been Executive Vice President of
MacAndrews and Forbes Holdings Inc. since March 1989. For 15 years prior
to joining MacAndrews and Forbes Holdings Inc. he held various senior
positions with The Pillsbury Company. Mr. Levin is a Director of the
following corporations which file reports pursuant to the Securities
Exchange Act of 1934: The Coleman Company, Inc., Coleman Holdings,
Coleman Worldwide, Ecolab Inc., First Bank System, Inc., Meridian Sports
Incorporated, Revlon Products, and Revlon Worldwide Corporation.
ROBERT S. MILLER (55) has been a director of the Company since July
1994. Mr. Miller has been Vice President, Treasurer and a director of
Moore Mill & Lumber Co. (a closely-held family timber business) since
January 1993. He was a Senior Partner at James D. Wolfensohn Inc. during
1992. From 1979 to 1992, Mr. Miller held various executive positions at
Chrysler Corporation, including Vice Chairman of the Board of Directors
and Chief Financial Officer. Mr. Miller is a director of Federal Mogul
Corp. (an auto parts manufacturer), Fluke Corp. (an electronic test and
measurement equipment manufacturer), Pope & Talbot Inc. (a forest
products company), and Symantec (a personal computer software company).
Mr. Miller is also Vice Chairman of the Board of Morrison Knudsen, Inc.
(an engineering and construction company).
JOHN A. MORAN (64) has been a director of the Company since July
1996. Mr. Moran currently serves as Chairman of Rutherford-Moran Oil
Corporation. From 1967, Mr. Moran was affiliated with Dyson-Kissner-Moran
Corporation, a private holding company, serving in various executive
positions including Chairman of the Board, President and Chief Executive
Officer, and Executive Vice President. He is a director of Bessemer
Securities Corporation. He is a member and former Chairman of the
National Advisory Council of the University of Utah, as well as a member
of World Presidents Organization, the Chief Executives Organization and
The Foreign Policy Association. He is a former director of the United
Nations Association and trustee of the Brooklyn Museum.
BRUCE SLOVIN (61), a director of the Company since 1993, has been
President of Mafco Holdings Inc., MacAndrews & Forbes Holdings Inc., and
various affiliates since 1980. Mr. Slovin is a director of the following
corporations which file reports pursuant to the Securities Exchange Act of
1934: Andrews Group Incorporated, Cantel Industries, Inc., The Coleman
Company, Inc., Coleman Holdings, Coleman Worldwide, Continental Health
Affiliates, Inc., Infu-tech, Inc., Meridian Sports Incorporated, and Power
Control Technologies Inc.
WILLIAM H. SPOOR (74) has been a director of the Company since May
1992. Mr. Spoor retired in September 1985 as Chairman and Chief Executive
Officer of Pillsbury after 14 years in that position and 36 years with
Pillsbury. He returned to Pillsbury as Chairman of the Executive
Committee in September 1987, and resumed as Chairman, Chief Executive
Officer and President of Pillsbury in March 1988, from which he retired
in August 1988. Mr. Spoor now serves as Chairman Emeritus of Pillsbury,
and is in the business of personal investments. He is a director of L & L
Holdings and Inner City Tennis.
BOARD OF DIRECTORS AND ITS COMMITTEES
During 1996, the Board met three times. The average attendance of
all directors at Board and Committee meetings during 1996 was 96%. During
1996, Mr. Drapkin missed one of the three board meetings held.
The Committees established by the Board to assist it in the
discharge of its responsibilities are the Executive Committee, the Audit
Committee, and the Management Compensation and Stock Option Committee,
all of which are described below. The Company does not have a Nominating
Committee.
The Executive Committee consists of four members, Messrs. Perelman,
Drapkin, Levin, and Slovin. The Executive Committee is authorized and
empowered to act on behalf of and in place of the Board of Directors to
exercise all the power and authority of the Board of Directors consistent
with the Certificate of Incorporation and Bylaws of the Company and the
General Corporation Law of the State of Delaware. The Executive Committee
took action by unanimous written consent 18 times during 1996, and did
not meet during 1996.
The Audit Committee consists of four members, Messrs. Haines,
Jones, Moran and Spoor, all of whom are directors who are not receiving
compensation as employees of the Company or its affiliates. The Audit
Committee provides assistance to the Board in fulfilling its
responsibilities to the shareholders, potential shareholders, and the
investment community relating to corporate accounting and reporting
practices, and the quality and integrity of the financial reports. In
carrying out these responsibilities, the Audit Committee reviews and
recommends the selection of the Company's independent public accountants
to the Board, meets with the independent public accountants and
management to review proposed audits, reviews adequacy and effectiveness
of accounting and financial controls of the Company, and gives
recommendations for the improvement of such internal control procedures.
The Audit Committee took action by unanimous written consent one time and
met two times during 1996.
The Management Compensation and Stock Option Committee (the
"Compensation Committee") consists of four members, Messrs. Drapkin,
Lanigan, Miller and Slovin, all of whom are outside directors who are not
receiving compensation as employees of the Company, and who are
ineligible to participate in any of the Company's executive compensation
plans. The Compensation Committee's responsibilities include approving
compensation policies and determining compensation for all of the
Company's Board-elected officers, except junior officers; determining the
eligibility of participants and the amount of all stock options and/or
stock appreciation rights granted to any employee of the Company pursuant
to the terms of the Company's stock option plans, as well as
administering and interpreting those plans; and administering and
overseeing The Coleman Company, Inc. Executive Annual Incentive Plan (the
"Incentive Plan"). The Compensation Committee took action by unanimous
written consent 10 times and met four times during 1996.
COMPENSATION OF DIRECTORS
Directors who are not currently receiving compensation as employees
of the Company or any of its affiliates are paid an annual $25,000
retainer fee plus reasonable out-of-pocket expenses incurred in
connection with Company business. In addition, such directors receive a
fee of $1,000 for each meeting of the Board of Directors or any committee
meeting that they attend.
EXECUTIVE OFFICERS AND MANAGEMENT
The following table sets forth as of the date hereof the executive
officers of the Company.
Name Position
Officers: Jerry W. Levin Chairman and Acting Chief Executive
Officer
Gerald E. Brown Executive Vice President (President -
Coleman Powermate)
Mark Goldman Executive Vice President (President -
Eastpak)
Steven F. Kaplan Executive Vice President and Chief
Financial Officer
Patrick McEvoy Executive Vice President (President -
Coleman Safety & Security Products,
Inc.)
Larry E. Sanford Executive Vice President - Law,
Administration and Development, and
Corporate Secretary
David K. Stearns Executive Vice President
Frederik B. van Executive Vice President (President -
den Bergh Coleman International)
H. MacGregor Clarke Vice President and Treasurer
Michael A. Zawalski Vice President - Finance
Lynn E. Feldkamp Controller
The following sets forth the age, position with the Company, and
selected biographical information for the executive officers of the
Company who are not directors.
Gerald E. Brown (49) has been Executive Vice President since July
1994, and a Vice President of the Company from 1993 to July 1994. He has
been Chairman of the Board and President of Coleman Powermate, Inc. since
November 1990. He joined Coleman Powermate, Inc. in 1974, became Vice
President of Sales and Marketing in 1987, and President in 1989.
Mark Goldman (42) has been Executive Vice President since April
1995 and President of Eastpak since November 1994. He joined Eastpak in
1976.
Steven F. Kaplan (41) joined the Company in August 1996 as
Executive Vice President and Chief Financial Officer. From 1993 to 1996,
Mr. Kaplan was an independent management consultant and financial
advisor. During 1994, Mr. Kaplan served as Chief Financial Officer of
Marcam Corporation. From 1987 to 1992, Mr. Kaplan held various positions
with AM International, Inc., including Executive Vice President, Chief
Financial Officer and Chief Strategic Officer; Senior Vice President,
Chief Strategic Officer; and President of Harris Graphics (a division of
AM International, Inc.), and served as a member of the Board of Directors
of AM International, Inc. from 1991 to 1992. Prior to joining AM
International, Inc., Mr. Kaplan was Vice President and Partner of the
Boston Consulting Group, Inc. Mr. Kaplan is currently a member of the
Board of Directors of Kurzweil Applied Intelligence, Inc.
Patrick McEvoy (46) has been Executive Vice President since March
1996 and President of Coleman Safety & Security Products, Inc. since
January 1996. He joined Coleman in April 1994 as the Senior Vice
President of Production, Development and Operations for the Company's
North American Recreation business unit.
Larry E. Sanford (50) has been Executive Vice President and
Corporate Secretary since July 1994, and Senior Vice President - Legal
Affairs and Corporate Secretary from 1989 to July 1994. He joined the
Company in 1984 and was named Director of the Legal Department in 1985,
and will be terminating his positions effective April 1, 1997.
David K. Stearns (49) has been Executive Vice President since
January 1995, and Senior Vice President - Marketing from October 1991 to
January 1995. He joined the Company in 1976 and has served in various
positions, including Vice President/General Manager - Import Division
from 1985 to 1990.
Frederik B. van den Bergh (51) has been an Executive Vice President
of the Company since May 1996. From 1986 to 1992, he was the Regional
Director/Southern Europe and Vice President and a member of the European
Board of Black & Decker - Europe. From 1992 to 1996, Mr. van den Bergh
worked for Braun A.G. (A Gillette company) as a member of the management
board in charge of Sales and Marketing.
H. MacGregor Clarke (36) joined Coleman as Vice President and
Treasurer in March 1996. He held various financial positions with
PepsiCo., Inc. from 1989 to 1996.
Michael A. Zawalski (37) joined Coleman in February 1996 as Vice
President - Finance. From 1987 through 1996, he held various positions
with The Quaker Oats Co., including Vice President, General Manager, and
Director of Finance-Breakfast Division.
Lynn E. Feldkamp (41) has been Controller since May 1987. He joined
the Company in 1980 and has served as Tax Manager and Assistant
Controller.
All of the executive officers serve at the pleasure of the Board.
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning annual, long
term and other compensation of the Company's former Chief Executive
Officer and the next four most highly-compensated executive officers.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------
Annual Compensation Awards Payouts
------------------------------------------ ---------------- ---------------
Name and Securities All Other
Principal Other Annual Underlying LTIP Compen-
Position Year Salary($) Bonus ($) Compensation($) Options/SARs(#) Payouts($) sation ($)
---------------------- ---- --------- --------- --------------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
MICHAEL N. HAMMES 1996 625,000 0 0 80,000(3) 0 3,270(4)
Former Chairman and 1995 600,000 891,103(1) 163,590(2) 100,000(3) 0 3,117
Former Chief 1994 600,000 900,000(1) 94,238(2) 200,000(3) 0 304
Executive Officer
FREDERIK B. VAN DEN 1996 333,333 233,333(1) 204,266(2) 130,000(3) 0 2,124(4)
BERGH
Executive Vice
President
FREDERICK J. FRITZ 1996 255,208 0 0 10,000(3) 0 248(4)
Former Executive Vice 1995 236,859 278,005 61,082(2) 120,000(3) 0 985
President
MARK GOLDMAN 1996 250,000 0 0 0 0 4,270(4)
Executive Vice 1995 250,000 0 0 20,000(3) 0 4,492
President 1994 43,346 0 7,885(2) 0 0 0
GERALD E. BROWN 1996 225,000 0 45,877(2) 0 0 4,834(4)
Executive Vice 1995 225,000 100,000 96,568(2) 20,000(3) 0 4,704
President 1994 218,750 262,500 0 88,000(3) 0 3,188
</TABLE>
- - - ---------------------
(1) Bonus earned in 1995 includes $591,103 from a performance
incentive plan and a $300,000 special bonus payment pursuant to Mr.
Hammes' employment agreement. For 1994, bonus earned includes a $600,000
performance incentive plan payment and a $300,00 special bonus payment
pursuant to Mr. Hammes' employment agreement. Mr. van den Bergh's bonus
for 1996 was paid pursuant to a guaranteed incentive payment provision in
his employment agreement.
(2) Other Annual Compensation earned by Mr. van den Bergh during 1996
includes a $153,100 payment made to him to compensate him for the loss of
stock option price appreciation upon leaving his former employer. Other
Annual Compensation for 1995 includes relocation costs as follows: Mr.
Hammes, $137,703; and Mr. Fritz, $52,127. For 1994, Other Annual
Compensation includes $29,908 reimbursed to Mr. Hammes for the payment of
taxes due on relocation and travel expenses, and $44,091 for costs
related to travel between Wichita, Kansas and his residence; and $7,885
for Mr. Goldman's personal use of a Company vehicle. Other Annual
Compensation for 1996 includes $27,996 reimbursed to Mr. Brown for the
payment of taxes due on relocation, personal use of Company vehicle, and
other expenses; for 1995, Other Annual Compensation includes $54,264 in
relocation costs and $27,021 for country club memberships.
(3) Share numbers have been adjusted for a two-for-one stock split on
July 15, 1996.
(4) All Other Compensation for 1996 represents the Company's matching
401(k) contributions and premiums paid for term life insurance,
respectively, as follows: Mr. Hammes, $3,230 and $40; Mr. van den Bergh,
$0 and $2,124; Mr. Fritz, $208 and $40; Mr. Goldman, $3,230 and $1,040;
and Mr. Brown, $4,750 and $84.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning individual
grants of stock options during 1996 to the Company's former Chief
Executive Officer and the next four most highly-compensated executive
officers.
Individual Grants
- - - ------------------------------------------------------------------------------
% of
Total
Number of Options
Securities Granted Exercise
Underlying to Employ- or Base Grant Date
Options ees in Fis- Price Expiration Present
Name Granted(#) cal Year ($/Sh) Date Value(4)
- - - -----------------------------------------------------------------------------
Michael N. Hammes 80,000(1) 11.9% $ 15.00 12/27/06 $256,520
Frederik B. van 100,000(2) 14.8% $ 23.125 05/01/06 $775,326
den Bergh 30,000(2) 4.4% $ 15.00 12/27/06 $96,195
Frederick J. Fritz 10,000(3) 1.5% $ 15.00 12/27/06 $32,065
Mark Goldman 0 0 0 0 0
Gerald E. Brown 0 0 0 0 0
- - - ----------------------
(1) Mr. Hammes' options were granted on December 27, 1996 pursuant to
the 1996 Stock Option Plan. Pursuant to an agreement entered into with
Mr. Hammes in February 1997, discussed later in this proxy statement, Mr.
Hammes' options were canceled.
(2) Mr. van den Bergh's options were granted on May 1, 1996 and
December 27, 1996, respectively. The May 1, 1996 and December 27, 1996
options were granted pursuant to the 1996 Stock Option Plan. The options
are exercisable in installments of 33%, 33%, and 34%, respectively. The
earlier option vests on May 1, 1999, May 1, 2000, and May 1, 2001. The
later option vests on December 27, 1999, December 27, 2000, and December
27, 2001, respectively.
(3) Mr. Fritz' options were granted on December 27, 1996 pursuant to
the 1996 Stock Option Plan. Pursuant to an agreement entered into with
Mr. Fritz on March 15, 1997, all of Mr. Fritz' options became immediately
exercisable and expire on June 15, 1997 if not exercised.
(4) The grant date present value was estimated using the
Black-Scholes option pricing model and the following weighted-average
assumptions: risk-free interest rate of 6.11%, dividend yield of 0.0%,
volatility of the expected market price of the Company's common stock of
20.22%, and a weighted-average expected life of the option of 5.5 years.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth aggregated option exercises in the
last fiscal year and fiscal year-end option values for the Company's
former Chief Executive Officer and the next four most highly-compensated
executive officers.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End (#) FY-End ($)(1)
on
Exercise Value Exercisable/ Exercisable/
Name (#) Realized ($) Unexercisable Unexercisable
- - - --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael N. Hammes(2) 0 0 120,000/ $0/
460,000 $0
Frederik van den Bergh 0 0 0/ $0/
130,000 $0
Frederick J. Fritz(3) 0 0 0/ $0/
130,000 $0
Mark Goldman 0 0 0/ $0/
20,000 $0
Gerry E. Brown 0 0 15,200/ $0/
104,800 $0
</TABLE>
- - - ---------------------
(1) Market closing price of $13.75 per share on December 31, 1996,
was used in computing year-end values.
(2) In connection with an agreement entered into with Mr. Hammes on
February 28, 1997, the Company agreed to accelerate the vesting of
280,000 stock options.
(3) In connection with an agreement entered into with Mr. Fritz on
March 15, 1997, the Company agreed to accelerate the vesting of 130,000 stock
options.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Mr. Hammes had an employment agreement with the Company which
became effective January 1, 1996. The term of the agreement was for two
years with automatic extensions of one year unless notice of nonrenewal
was given. In February 1997, the Company and Mr. Hammes agreed to
terminate the employment agreement. Pursuant to the agreement to
terminate, Mr. Hammes will continue to receive his base salary and
benefits for two years. The Company also has agreed to pay Mr. Hammes
$450,000 in connection with the agreement to terminate and to pay an
equal amount at the end of two years.
Mr. van den Bergh has an employment agreement with the Company
which became effective May 1, 1996. Under the agreement, his base salary
is $500,000. He is eligible for an annual target incentive of 70% of base
salary. The agreement provides for a guaranteed incentive payment of
$233,333 for 1996, and $116,666 for 1997, and is for a term expiring
April 30, 1998 with automatic extensions of one year provided no notice
of non-renewal is given. The agreement provides for severance payments
for two years based on base salary and annual target incentive, with a
provision for offsets in the second year based on any earnings from any
other employer. He will also be eligible to participate in the Company's
welfare benefits for two years provided he is otherwise qualified.
Mr. Fritz had an employment agreement with the Company which became
effective January 20, 1995. The agreement was for a term expiring January
31, 1997 with automatic extensions of six months unless notice of
non-renewal was given. In March 1997, the Company and Mr. Fritz agreed to
terminate the employment agreement. Pursuant to the agreement to
terminate, Mr. Fritz will continue to receive his base salary and
benefits for one year.
Mr. Goldman has two employment agreements with the Company which
became effective November 1, 1994. Under the agreements, which have
identical material terms, Mr. Goldman's base salary is $250,000 per year.
He is eligible for a discretionary incentive payment each year. The
agreements are for terms expiring December 31, 1997.
Mr. Brown has an employment agreement with the Company which became
effective January 1, 1996. Under the agreement, his base salary is
$225,000. He is eligible for an annual target incentive of 70% of his
base salary. The agreement is for a term expiring December 31, 1997 with
automatic extensions of one year unless notice of non-renewal is given.
The agreement provides for severance benefits for a period of two years,
based on base salary and annual target incentive, with a provision for
offsets in the second year based on any earnings from any other employer.
He is also eligible for continuing employee welfare benefits for a period
of two years following termination, provided he is otherwise qualified.
REPORT ON EXECUTIVE COMPENSATION
BY THE COMPENSATION COMMITTEE
THE COMMITTEE
The Compensation Committee is comprised entirely of outside
directors who are not officers or employees of the Company. The
Compensation Committee is responsible for:
o Reviewing and approving the salary and annual incentive compensation of
the Company's executive officers;
o Reviewing, approving or modifying performance standards against which
annual incentive compensation awards will be made for executive officers;
o Reviewing, approving or modifying annual incentive compensation awards
for executive officers;
o Reviewing, approving or modifying stock option awards for all employees,
including executive officers;
o Reviewing, approving or modifying supplemental benefit or compensation
plans which are available to designated executives;
o Reviewing and recommending to the Board of Directors changes to current
executive officer benefit plans or the adoption of new executive
compensation programs requiring shareholder approval; and
o Reviewing and acting as appropriate on any other issues relating to
executive compensation and brought to the Compensation Committee by the
Chairman for its consideration.
At the beginning of 1997, the Compensation Committee was composed
of Messrs. Haines, Lanigan, Slovin, Spoor, and Miller. On February 11,
1997, the Compensation Committee was restructured and is currently
composed of Messrs. Miller (Chairman), Drapkin, Lanigan, and Slovin.
COMPENSATION PHILOSOPHY
In 1994, the compensation philosophy for the Company was developed
and adopted. The philosophy includes the following principles:
o Support the achievement of the Company's desired financial performance
and return to shareholders;
o Provide compensation that will attract and retain the required high level
talent; and
o Align executive officers' interests with the Company's success by linking
both annual incentive compensation and long-term incentive compensation,
in the form of stock option and/or stock appreciation rights awards, with
the Company's success in achieving performance goals.
The executive compensation philosophy for the Company, as approved
and adopted by the Compensation Committee, provides for an overall level
of potential compensation opportunity that, if aggressive financial goals
are achieved and superior shareholder returns are realized, will be at a
75th percentile level of competitiveness with consumer products companies
of comparable size. To determine pay level opportunities, the
Compensation Committee consulted with the firm of Towers Perrin and with
the Company's officer responsible for human resources. The Compensation
Committee made use of a variety of independently available compensation
surveys, which provide levels of compensation data for well over one
hundred companies, including many of the companies in the S&P Midcap 400
and the peer group used in the Company's performance graph shown in this
proxy.
The Compensation Committee intends to provide a median competitive
level of base salary and executive benefits when compared to like-sized
consumer products companies. Annual incentive and stock option
opportunities are intended to be set above predicted competitive norms.
Actual individual compensation levels will be greater or lesser than
median competitive levels, based upon annual and long-term Company
performance. The Compensation Committee, at its discretion, sets
executive compensation at levels which it judges are justified by
external, internal and other circumstances.
COMPLIANCE WITH FEDERAL TAX LEGISLATION
The Omnibus Reconciliation Act of 1993 added Section 162(m) to the
Internal Revenue Code of 1986, as amended (the "Code"), which generally
precludes the Company and other public companies from taking a tax
deduction for compensation over $1 million which is not
"performance-based" and is paid or otherwise taxable, to executives named
in the Summary Compensation Table and employed by the Company at the end
of the applicable tax year.
The Company intends to preserve as much deduction as possible
without undercutting the compensation objectives in this proxy statement
and other proxy materials for the Company. To further this objective, the
Board is recommending in this proxy statement and other proxy materials
that the shareholders approve the Incentive Plan.
BASE COMPENSATION
During 1996, the base compensation of each executive officer was
reviewed and compared to median levels of competitiveness for similarly
sized consumer products companies. The Company has moved away from the
practice of annual base compensation increases for executive officers at
predetermined times, and instead adjusts base compensation only as
required to keep base salaries at approximately the standard described
above.
ANNUAL CASH INCENTIVE COMPENSATION
The former Chief Executive Officer and certain executive officers
have been included in the Company's Executive Incentive Plan (the
"Executive Incentive Plan") which was approved by shareholders in 1995.
Given the Company's performance during 1996, none of the named executive
officers earned an annual incentive award for 1996. However, one of the
named executive officers received a guaranteed first year incentive award
under the terms of his employment agreement.
The Board of Directors is proposing in this proxy statement and
related proxy materials that shareholders approve the Incentive Plan. The
Incentive Plan provides for the Compensation Committee to determine the
particular performance factors relative to an award under the Incentive
Plan including levels above or below which awards may or may not be made.
The maximum payment that can be earned to an individual participant and
paid for any award period is $2,000,000.
LONG TERM INCENTIVES
In 1996, the Compensation Committee approved an option grant to the
former Chief Executive Officer for 80,000 shares at a per share exercise
price of $15.00 which, on the date of grant, exceeded the fair market
value per share. It also approved grants totaling in the aggregate
356,000 shares to the other 10 executive officers. The options have terms
of 10 years, and vest ratably over three successive years, beginning
three years following the date of grant. The Compensation Committee
believes this level of option grants provides an appropriate link between
the interests of executives with those of the Company's shareholders.
OTHER BENEFITS
The Company provides medical and retirement benefits to executive
officers that are generally available to Company salaried employees,
including participation in medical and dental benefit plans, a qualified
401(k) employee savings plan and a qualified defined benefit retirement
plan. In addition, the Company offers executive officers and other key
management employees a nonqualified benefit equalization plan which is
designed to make up for benefits that would otherwise be lost due to
various tax limitations. The Company's benefit plans are intended to
provide a median level of benefits when compared to similarly sized
consumer products companies. The Company also offers executive officers
certain executive perquisites which may be deemed to be a personal
benefit or constitute compensation to such executive officers, including
(for example) car allowances and reimbursements, and club membership
dues.
The Compensation Committee believes the executive compensation
philosophy and programs are appropriate and serve the interests of the
shareholders and the Company.
Compensation Committee:
----------------------
Robert S. Miller, Chairman
Donald G. Drapkin
Robert J. Lanigan
Bruce Slovin
CUMULATIVE SHAREHOLDER RETURN
PERFORMANCE GRAPH(1)
The graph set forth below presents a comparison of cumulative
shareholder return for the Company's Common Stock since the date of the
initial public offering, on an indexed basis, as compared with the S&P
Midcap 400 stock index and a selected peer group of companies.
The group of companies selected for the peer group represents a
portfolio of companies which share certain characteristics considered
relevant to the earnings performance and related cumulative shareholder
return for the Company's Common Stock. Selection of the peer group for
the performance line was impacted by the fact that many of the Company's
direct competitors are privately held or are subsidiaries of much larger
public companies. Selection criteria applied in formulating the group of
12 companies, each of whose stock is publicly traded, required each
company to share one or more of the following characteristics
representative of the Company: (a) competitors with the Company in one or
more of its product lines; (b) companies which serve mass merchandisers
and their customers; (c) companies offering strong brand name consumer
products; and (d) companies serving recreational products consumers.
The 12 companies selected as the peer group are as follows: Johnson
Worldwide Associates, Inc.; Anthony Industries, Inc.; Huffy Corporation;
Kellwood Company (parent of American Recreation Products, Inc.); Russell
Corporation; Snap-on Tools Corporation; Sunbeam-Oster Company, Inc.;
Brunswick Corporation; V.F. Corporation (parent of JanSport, Inc.);
Newell Co.; Rubbermaid Incorporated; and Cooper Industries, Inc.
Date Coleman S&PMidCap 400 Peer Group
02/26/92 $100 $100 $100
03/31/92 137 96 97
06/30/92 115 93 86
09/30/92 121 97 91
12/31/92 146 108 95
03/31/93 142 112 99
06/30/93 137 114 91
09/30/93 156 120 95
12/31/93 144 123 102
03/31/94 135 118 93
06/30/94 154 114 94
09/30/94 179 122 98
12/31/94 180 119 95
03/31/95 197 128 105
06/30/95 182 139 97
09/29/95 192 153 96
12/31/95 180 155 101
03/29/96 226 165 106
06/29/96 217 170 109
09/30/96 151 174 114
12/31/96 141 185 118
- - - ------------------
(1) The period covered in the performance graph commences with the
date of the initial public offering which occurred on February 26, 1992.
PENSION PLANS
RETIREMENT PLAN. The Company participates in the New Coleman
Company, Inc. Retirement Plan for Salaried Employees (the "Salaried
Pension Plan") which replaced a prior plan that was terminated on June
30, 1989. Participants in the Salaried Pension Plan include participants
under the prior plan and certain salaried exempt employees who are at
least 21 years old and have completed at least one year of service with
the Company.
Benefits to participants vest fully after five years of Vesting
Service (as defined in the Salaried Pension Plan) and such benefits are
determined primarily by a formula based on the average of the five
consecutive years of greatest compensation earned during the last ten
years of the participant's service to the Company, and the number of
years of service attained by the individual participant. Such
compensation is composed primarily of regular base salary and
contributions to qualified deferred compensation plans and does not
include amounts paid pursuant to the Company's annual cash incentive
compensation plans. Participants make no contributions to the Salaried
Pension Plan.
EXCESS BENEFIT PLAN. The Company participates in the New Coleman
Holdings Inc. Excess Benefit Plan (the "Excess Benefit Plan") for
designated employees who are participants in the Salaried Pension Plan
and whose retirement income from the Salaried Pension Plan in the form of
payment to be made under the Salaried Pension Plan exceeds the maximum
permissible under the Employee Retirement Income Security Act, as
amended, and certain Internal Revenue Code provisions. The Excess Benefit
Plan supplements the Salaried Pension Plan by providing additional
retirement benefits to its participants in excess of the maximum amount
permitted under the Salaried Pension Plan, which benefits generally are
payable in conjunction with payments made under the Salaried Pension
Plan. Benefits payable under the Excess Benefit Plan have been included
in the estimated annual benefits payable listed on the table following
discussion of the Consolidated Supplemental Retirement Plan. The Excess
Benefit Plan was amended and restated effective January 1, 1995 to add a
provision allowing annual cash incentive compensation plan payments to
designated participants to be included as compensation in the formula
used to determine benefits under the Excess Benefit Plan. Thirteen
executives participated in this feature of the Excess Benefit Plan during
1996.
CONSOLIDATED SUPPLEMENTAL RETIREMENT PLAN. In addition to the obligation of
the Company under the Salaried Pension Plan and the Excess Benefit Plan,
the Company had committed to provide other supplemental retirement benefits
for Mr. Hammes, including credit for additional years of service and
certain other formula changes. Pursuant to an agreement entered into with
Mr. Hammes in February 1997, discussed above, Mr. Hammes is no longer a
participant in the Consolidated Supplemental Retirement Plan.
The following table shows estimated annual benefits payable under
the Salaried Pension Plan, Excess Benefit Plan and the Consolidated
Supplemental Retirement Plan and reflects the straight life benefit
form of payment for employees, assumes normal retirement at age 65,
and reflects deductions for Social Security and other offset amounts:
Estimated Annual Pension
----------------------------------------------------------
Final Average 10 Years 20 Years 30 Years 35 Years
Earnings of Service of Service of Service of Service
$ 100,000 $ 36,076 $ 42,152 $ 48,228 $ 56,266
200,000 76,076 92,152 108,228 126,266
300,000 116,076 142,152 168,228 196,266
400,000 156,076 192,152 228,228 266,266
500,000 196,076 242,152 288,228 336,266
600,000 236,076 292,152 348,228 406,266
700,000 276,076 342,152 408,228 476,266
800,000 316,076 392,152 468,228 546,266
900,000 356,076 442,152 528,228 616,266
1,000,000 396,076 492,152 588,228 686,266
1,100,000 436,076 542,152 648,228 756,266
1,200,000 476,076 592,152 708,228 826,266
1,300,000 516,076 642,152 768,228 896,266
1,400,000 556,076 692,152 828,228 966,266
1,500,000 596,076 742,152 888,228 1,036,266
1,600,000 636,076 792,152 948,228 1,106,266
1,700,000 676,076 842,152 1,008,228 1,176,266
1,800,000 716,076 892,152 1,068,228 1,246,266
Benefits under the Salaried Pension Plan are payable upon normal
retirement at age 65, and at age 55 following vested termination,
disability, and death. A participant may elect to commence early benefit
payments at any time after the participant's 55th birthday or may retire
with 30 years of Vesting Service at amounts reduced from those payable
upon normal retirement age. As of December 31, 1996, credited years of
service for each of the individuals listed on the Summary Compensation
Table are as follows: Mr. Hammes, 3.3 years (plus additional years of
service provided under the Consolidated Supplemental Retirement Plan, for
a total of 11.3 years); Mr. van den Bergh, 8 months; Mr. Fritz, 2 years;
Mr. Goldman, 3 years; and Mr. Brown, 7 years. In accordance with Mr.
Hammes' agreement discussed above, Mr. Hammes will be entitled to receive
a pension of $15,110 per month commencing March 1, 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information concerning beneficial
ownership, as of March 10, 1997, of the Company's Common Stock by its
nominees for directors, Chief Executive Officer, and the next four most
highly-compensated executives, and of nominees for directors and
executive officers as a group.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
- - - -------------------------------------------------------------------------
Ronald O. Perelman 44,067,520(1) 82.8%
35 E. 62nd Street
New York, NY 10021
Donald G. Drapkin 30,000(2) *
Lawrence M. Jones 40,512 *
Robert J. Lanigan 12,000 *
Jerry W. Levin 15,000(3) *
Robert S. Miller 2,000 *
John A. Moran 10,000 *
Bruce Slovin 52,600(4) *
William H. Spoor 2,000 *
Frederik B. van den Bergh 11,000 *
Frederick J. Fritz 0 *
Mark Goldman 0 *
Gerald E. Brown 21,620(5) *
All Nominees and Executive 44,390,114(6) 83.2%
Officers as a Group
(20 persons)
* Less than one percent
- - - --------------------
(1) Substantially all of the shares owned are pledged to secure
obligations of Coleman Worldwide Corporation and Coleman Holdings Inc.,
and shares of intermediate holding companies are or from time to time may
be pledged to secure obligations of MacAndrews & Forbes or its
affiliates.
(2) Includes 10,000 shares held by trusts for the benefit of Mr.
Drapkin's children and as to which beneficial ownership is disclaimed.
(3) Includes 4,000 shares owned by trusts for his children and as to
which beneficial ownership is disclaimed.
(4) Includes 40,000 shares held in trust for family members and as to
which beneficial ownership is disclaimed.
(5) Includes 21,600 shares which Mr. Brown has a right to acquire
within 60 days pursuant to stock options.
(6) Includes 133,360 shares which may be acquired by members of the
group within 60 days pursuant to stock options.
(2) RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit
Committee, has appointed Ernst & Young LLP as the firm of independent
certified public accountants to audit the books and accounts of the
Company and its consolidated subsidiaries for 1997.
THE COMPANY RECOMMENDS THAT SHAREHOLDERS APPROVE PROPOSAL 2,
RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
APPROVAL OF THE PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF
A MAJORITY OF THE SHARES OF THE COMPANY'S COMMON STOCK PRESENT AT THE
MEETING, IN PERSON OR BY PROXY, AND ENTITLED TO VOTE. UNDER APPLICABLE
DELAWARE LAW, IN DETERMINING WHETHER THE PROPOSAL HAS RECEIVED THE
REQUISITE NUMBER OF AFFIRMATIVE VOTES, ABSTENTIONS AND BROKER NON-VOTES
WILL BE COUNTED AND WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
PROPOSAL.
A representative of Ernst & Young LLP, expected to be present at
the Company's Annual Meeting, will have an opportunity to make a
statement if such representative desires to do so, and will be available
to respond to appropriate questions by shareholders. Although shareholder
ratification of the Board's selection of the Company's independent
certified public accountants is not legally required, management and the
Board feel the shareholders should have this right. In the event a
majority of votes cast are not voted in favor of Ernst & Young LLP, the
Board of Directors will consider selecting another accounting firm.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL
(3) PROPOSAL TO RATIFY AND ADOPT THE COLEMAN COMPANY, INC.
EXECUTIVE ANNUAL INCENTIVE PLAN
The Incentive Plan was adopted by the Company's Board of Directors,
subject to approval of the Company's stockholders. The Incentive Plan is
intended to serve as a qualified performance-based compensation program
under Section 162(m) ("Section 162(m)") of the Internal Revenue Code of
1986, as amended (the "Code").
Section 162(m) limits the deductibility of certain compensation in
excess of $1 million per year paid by a publicly traded corporation to
the following individuals who are employed as of the end of the
corporation's tax year: the chief executive officer and the four other
executive officers named in the summary compensation table of the
corporation's proxy statement ("Covered Employees"). Compensation that
qualifies as "performance-based" compensation is, however, exempt from
the $1 million deductibility limitation. In order for compensation
granted pursuant to the Incentive Plan to qualify for this exemption,
among other things, the material terms under which the compensation is to
be paid must be disclosed to and approved by stockholders in a separate
vote prior to payment, and the compensation must be paid solely on
account of the attainment of pre-established, objective performance
goals.
The Board of Directors believes that adoption of the Incentive Plan
is necessary to meet the Company's objectives of securing, motivating and
retaining officers and other employees of the Company and its
subsidiaries. The principal features of the Incentive Plan are described
below. The description of the Incentive Plan set forth herein is
qualified in its entirety by reference to the text of the Incentive Plan
as set forth in Exhibit A.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THIS PROPOSAL.
DESCRIPTION OF THE PRINCIPAL FEATURES OF THE INCENTIVE PLAN
Purpose. The purpose of the Incentive Plan is to encourage
behaviors among Incentive Plan participants that create superior
financial performance and to strengthen the commonality of interests
between such participants and owners in creating superior shareholder
value. An additional purpose of the Incentive Plan is to serve as a
qualified performance-based compensation program under Section 162(m), in
order to preserve the Company's tax deduction for compensation paid under
the Incentive Plan to Covered Employees.
Administration. The Incentive Plan is administered by the
Management Compensation and Stock Option Committee of the Board (the
"Committee"), which consists solely of "outside directors" within the
meaning of Section 162(m).
Eligibility. The Incentive Plan provides that any regular associate
who is selected by the Committee is eligible to participate in the
Incentive Plan for such plan year.
Performance Goal Attainment Required for Award Payment. The
Incentive Plan provides for the payment of annual awards to participants
if, and only to the extent that, performance goals established by the
Committee are met.
Performance Goals. The Committee is to establish performance goals
expressed in terms of the achievement of any of one or more of the
following performance measures: revenue; net sales; operating income;
earnings before all or any of interest, taxes, depreciation and/or
amortization ("EBIT", "EBITA" or "EBITDA"); cash flow; working capital
and components thereof; return on equity; return on assets; market share;
sales (net or gross) measured by product line, territory, customer(s), or
other category; earnings per share; earnings from continuing operations;
net worth; levels of expense, cost or liability by category, operating
unit or any other delineation; or any increase or decrease of one or more
of the foregoing over a specified period. Such performance goals may
relate to the performance of the Company, a business unit, product line,
territory or any combination thereof. With respect to participants who
are not executive officers, performance goals may also include such
objective or subjective performance goals as the Committee may, from time
to time, establish. Performance goals may include a threshold level of
performance below which no award payment will be made and levels of
performance at which specified percentages of the target award will be
paid, and may also include a maximum level of performance above which no
additional award will be paid. The performance measure or measures and
the performance goals established by the Committee with respect thereto
may be different with respect to different plan years and different goals
may be applicable to different divisions or other operational segments.
Awards. A participant's award for each year will be paid in cash.
Termination of Employment. Unless the Committee otherwise
determines, a participant will receive the annual award only if the
participant is employed by the Company on the last day of the Company's
fiscal year. If a participant is terminated by the Company for gross
misconduct prior to the date on which the payment of awards is made, the
participant will forfeit all claims to unpaid amounts earned or otherwise
due under the Incentive Plan.
Limitation of Committee's Discretion. The amount of the award
payable to a Covered Employee upon attainment of a performance goal
cannot be increased by the Committee at its discretion and cannot exceed
$2,000,000 in any fiscal year.
Committee Certification of Performance Goal Attainment. Before any
awards for a particular year can be paid to Covered Employees, the
Committee must certify the extent to which performance goals and any
other material terms were satisfied.
Amendments to or Discontinuance of Incentive Plan. The Board or the
Committee may from time to time amend, suspend or discontinue the
Incentive Plan; provided, however, that no amendment that requires
stockholder approval in order for the Incentive Plan to continue to
comply with Section 162(m) will be effective unless it receives the
requisite stockholder approval. No amendment shall, however, affect
adversely any of the rights of any participant under any award following
the end of the applicable performance period.
Benefits under the Plan. Inasmuch as benefits under the Incentive
Plan will be determined by the Committee and performance goal criteria
may vary from year to year and from participant to participant, benefits
to be paid under the Incentive Plan are not determinable at this time.
THE COMPANY RECOMMENDS THAT SHAREHOLDERS APPROVE PROPOSAL 3,
PROPOSAL TO RATIFY AND ADOPT THE COLEMAN COMPANY, INC. EXECUTIVE ANNUAL
INCENTIVE PLAN. APPROVAL OF THE PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF
THE HOLDERS OF A MAJORITY OF THE SHARES OF THE COMPANY'S COMMON STOCK
PRESENT AT THE MEETING, IN PERSON OR BY PROXY, AND ENTITLED TO VOTE.
UNDER APPLICABLE DELAWARE LAW, IN DETERMINING WHETHER THE PROPOSAL HAS
RECEIVED THE REQUISITE NUMBER OF AFFIRMATIVE VOTES, ABSTENTIONS AND
BROKER NON-VOTES WILL BE COUNTED AND WILL HAVE THE SAME EFFECT AS A VOTE
AGAINST THE PROPOSAL.
(4) PROPOSAL TO ADOPT AN AMENDMENT TO
THE COLEMAN COMPANY, INC. 1993 STOCK OPTION PLAN
The Board of Directors has previously adopted and the shareholders
have previously approved The Coleman Company, Inc. 1993 Stock Option Plan
(the "Option Plan"). The Option Plan is intended to qualify for the
performance-based exclusion from the deduction limitation of Section
162(m). One requirement of such exclusion is that an option plan contain,
and stockholders approve, a maximum number of shares with respect to
which options and stock appreciation rights may be granted to any
employee. The Option Plan has heretofore complied with this requirement
by virtue of the special transition relief provided under the regulations
issued under Section 162(m) for previously approved plans. Inasmuch as
this relief expires as of the date of the 1997 Annual Meeting of
Shareholders, the Option Plan has been amended (the "Amendment"), subject
to stockholder approval, to provide that no employee may be granted stock
options or stock appreciation rights during any fiscal year covering more
than 200,000 shares of Common Stock.
The Board of Directors believes that the adoption of the Amendment
to the Option Plan is necessary to preserve the qualification of the
Option Plan for the performance- based exclusion under Section 162(m) and
to meet the Company's objectives of securing, motivating and retaining
officers and other employees of the Company and its subsidiaries.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THIS PROPOSAL.
Material terms of the Option Plan are outlined below. This
description is qualified in its entirety by reference to the text of the
Option Plan, as amended hereby, set forth in Exhibit B hereto.
Awards. Stock options granted under the Option Plan may be either
"incentive stock options," as such term is defined in Section 422 of the
Code, or nonqualified stock options. Stock appreciation rights ("Rights")
may be granted under the Option Plan either in tandem with stock options
or on a freestanding basis. A total of 1,700,000 shares are reserved for
issuance under the Option Plan. To date, options covering 1,624,450
shares have been granted under the Option Plan.
Administration. The Option Plan will be administered by the
Management Compensation and Stock Option Committee of the Board of
Directors (the "Committee"). The Committee shall have full authority,
subject to the provisions of the Option Plan, among other things, to
determine the persons to whom stock options or Rights will be granted
(each an "Optionee"), to determine the exercise price of the stock
options and to prescribe, amend and rescind rules and regulations
relating to the Option Plan.
Eligibility. Options and Rights may be granted, in the Committee's
discretion, to key employees (including, without limitation, officers and
directors who are employees) of the Company or its present or future
Affiliate Corporations (as defined in the Option Plan). Incentive stock
options can be granted only to individuals who are employees of the
Company, a Parent Corporation (as defined in the Option Plan), or a
Subsidiary Corporation (as defined in the Option Plan).
Maximum Number of Shares. The maximum aggregate number of shares
with respect to which stock options or Rights may be granted to an
Optionee in any calendar year is 200,000.
Options. The exercise price per share shall be set by the
Committee. With respect to an incentive stock option such exercise price
shall be no less than 100% of the closing price of a share of Common
Stock on the day prior to the date of grant. The date of grant is deemed
to be the date of the resolution of the Committee authorizing such option
grant. The exercise price of an option may be paid at the time of the
exercise in cash, shares of Company Common Stock or a combination
thereof. Stock options shall be exercisable at the times and upon the
conditions that the Committee may determine. The exercise period shall be
determined by the Committee; provided, however, that in the case of an
incentive stock option, such exercise period shall not exceed ten (10)
years from the date of grant of such incentive stock option.
Rights. Stock appreciation rights may be granted alone or in tandem
with stock options. A stock appreciation right is a right to be paid an
amount determined by the Committee but not more than the excess of the
fair market value of a share of Common Stock on the date the stock
appreciation right is exercised over either the fair market value of a
share of Common Stock on the date of grant (in case of a freestanding
stock appreciation right) or the exercise price of the related stock
option (in case of a tandem stock appreciation right), with form of
payment (cash or shares of Common Stock) to be determined by the
Committee.
Termination of Employment. In the event that the employment of an
Optionee shall terminate (other than by reason of death, disability or
retirement), all of the Optionee's stock options and Rights that are not
exercisable at the time of such termination shall be immediately
forfeited and the stock options and Rights that are exercisable at the
time of such termination may be exercised for a period of three months
immediately following such termination and shall terminate thereafter. If
the Optionee's employment terminates by reason of death, disability or
retirement (or if the Optionee dies within three months of termination of
employment), then all stock options and Rights then held by such Optionee
(whether or not then exercisable) may be exercised by the Optionee (or by
the Optionee's estate or by a person whom the right to exercise the award
had passed) for a period of one year immediately following the date of
such death, disability or retirement and shall terminate thereafter.
Effects of Changes. If the number of shares of Common Stock
outstanding is increased due to stock dividends, stock splits, or
combinations or exchanges of such shares, the number of shares of Common
Stock and prices related to outstanding options will automatically be
adjusted; if the par value is changed with respect to all shares
authorized, the shares resulting from the par value change will be deemed
to be Common Stock; adjustments to stock under options must be made by
the Committee, and such changes to any incentive stock options shall be
made in such a manner that the option continues to qualify as an
incentive option under the meaning of Section 422 of the Code.
Transferability. Stock options and Rights granted under the Option
Plan shall not be transferable otherwise than by will or by the laws of
descent and distribution.
Amendment and Termination. The Option Plan may, at any time and
from time to time, be altered, amended, suspended, or terminated by the
Board of Directors. In addition, no amendment may be made which adversely
affects any of the rights of an Optionee under any stock option or Right
theretofore granted, without such Optionee's consent.
New Plan Benefits. The benefits to be derived from the Option Plan
to the eligible participating individuals and groups cannot be estimated,
as grants will be made in the sole discretion of the Committee, based on
a variety of factors.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF AWARDS
The following discussion is a brief summary of the principal United
States Federal income tax consequences under current Federal income tax
laws relating to awards under the Plan. This summary is not intended to
be exhaustive and, among other things, does not describe state, local or
foreign income and other tax consequences.
Nonqualified Stock Options. An Optionee will not recognize any
taxable income upon the grant of a nonqualified stock option and the
Company will not be entitled to a tax deduction with respect to the grant
of a nonqualified stock option. Upon exercise, the excess of the fair
market value of a share of Common Stock on the exercise date over the
option exercise price will be taxable as ordinary income to the Optionee
and will be subject to applicable withholding taxes. The Company will
generally be entitled to a tax deduction at such time in the amount of
such ordinary income.
In the event of a sale of a share of Common Stock received upon the
exercise of a nonqualified stock option, any appreciation or depreciation
after the exercise date generally will be taxed as capital gain or loss
and will be long-term capital gain or loss if the holding period for such
Common Stock is more than one year.
Incentive Stock Options. An Optionee will not recognize any taxable
income at the time of grant or timely exercise of an incentive stock
option and the Company will not be entitled to a tax deduction with
respect to such grant or exercise. Exercise of an incentive stock option
may, however, give rise to taxable compensation income subject to
applicable withholding taxes, and a tax deduction to the Company, if the
incentive stock option is not exercised on a timely basis (generally,
while the optionee is employed by the Company or within 90 days after
termination of employment) or if the Optionee subsequently engages in a
"disqualifying disposition," as described below. The amount by which the
fair market value of the Common Stock on the exercise date of an
incentive stock option exceeds the exercise price generally will increase
the optionee's "alternative minimum taxable income."
A sale or exchange by an Optionee of shares acquired upon the
exercise of an incentive stock option more than one year after the
transfer of the shares to such Optionee and more than two years after the
date of grant will result in any difference between the net sale proceeds
and the exercise price being treated as long-term capital gain (or loss)
to the Optionee. If such sale or exchange takes place within two years
after the date of grant of the incentive stock option or within one year
from the date of transfer of the incentive stock option shares to the
Optionee, such sale or exchange will generally constitute a
"disqualifying disposition" of such shares that will have the following
results: any excess of (i) the lesser of (a) the fair market value of the
shares at the time of exercise, and (b) the amount realized on such
disqualifying disposition of the shares over (ii) the option exercise
price of such shares will be ordinary income to the Optionee, subject to
applicable withholding taxes, and the Company will be entitled to a tax
deduction in the amount of such income. Any further gain or loss after
the date of exercise generally will qualify as capital gain or loss and
will not result in any deduction by the Company.
Exercise with Shares. If an Optionee uses previously acquired
shares of Common Stock to pay the exercise price of an option, the
Optionee would not ordinarily recognize any taxable income to the extent
that the number of new shares of Common Stock received upon exercise of
the option does not exceed the number of previously acquired shares so
used. If non-recognition treatment applies to the payment for option
shares with previously acquired shares, the tax basis of the option
shares received without recognition of taxable income is the same as the
basis of the shares surrendered as payment. In the case of an incentive
stock option, if a greater number of shares of Common Stock is received
upon exercise than the number of shares surrendered in payment of the
option price, such excess shares will have a zero basis in the hands of
the holder. Where a nonqualified stock option is being exercised, the
option holder will be required to include in gross income (and the
Company will be entitled to deduct) an amount equal to the fair market
value of the additional shares on the date the option is exercised less
any cash paid for the shares. Moreover, if the stock previously acquired
by exercise of an incentive stock option is transferred in connection
with the exercise of another option whether or not an incentive stock
option, and if, at the time of such transfer, the stock so transferred
has not been held for the holding period required in order to receive
favorable treatment under the rules governing incentive stock option,
then such transfer will be treated as a disqualifying disposition of the
shares so transferred.
Stock Appreciation Rights. The grant of stock appreciation rights
has no federal income tax consequences at the time of grant. Upon the
exercise of stock appreciation rights, the amount received is generally
taxable as ordinary income, and the Company is entitled to a
corresponding deduction.
THE COMPANY RECOMMENDS THAT SHAREHOLDERS APPROVE PROPOSAL 4, PROPOSAL
TO ADOPT AN AMENDMENT TO THE COLEMAN COMPANY, INC. 1993 STOCK
OPTION PLAN. APPROVAL OF THE PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF
THE HOLDERS OF A MAJORITY OF THE SHARES OF THE COMPANY'S COMMON STOCK
PRESENT AT THE MEETING, IN PERSON OR BY PROXY, AND ENTITLED TO VOTE.
UNDER APPLICABLE DELAWARE LAW, IN DETERMINING WHETHER THE PROPOSAL HAS
RECEIVED THE REQUISITE NUMBER OF AFFIRMATIVE VOTES, ABSTENTIONS AND
BROKER NON-VOTES WILL BE COUNTED AND WILL HAVE THE SAME EFFECT AS A VOTE
AGAINST THE PROPOSAL.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIP WITH MACANDREWS & FORBES. Ronald O. Perelman, through
MacAndrews & Forbes, beneficially owns indirectly approximately 83% of
the Company's Common Stock. Due to its stock ownership, MacAndrews &
Forbes controls the Company and is able to elect the entire board of
directors.
MacAndrews & Forbes is a diversified holding company with interests
in several industries. Through its 83% ownership of Revlon, MacAndrews &
Forbes is engaged in the cosmetics and skin care, fragrance and personal
care products business. MacAndrews & Forbes owns 65% of Meridian, a
manufacturer and marketer of specialized boats and water sports
equipment. Marvel, a youth entertainment company, is 80% owned by
MacAndrews & Forbes. Through its 85% ownership of Mafco Consolidated,
MacAndrews & Forbes is engaged in the manufacture and distribution of
cigars and pipe tobacco, and through Mafco Consolidated's 36% ownership
of Power Control, MacAndrews & Forbes is in the business of processing
licorice and other flavors. MacAndrews & Forbes is also in the financial
services business through California Federal Bank, a Federal Savings
Bank. The principal executive offices of MacAndrews & Forbes are located
at 35 East 62nd Street, New York, New York 10021.
CROSS-INDEMNIFICATION AGREEMENT. The Company and New Coleman
Holdings Inc. ("Holdings") are parties to a cross-indemnification
agreement (the "Cross-Indemnification Agreement"), pursuant to which the
Company has agreed to indemnify Holdings against all liabilities related
to the outdoor products business transferred to the Company, and Holdings
has agreed to indemnify the Company and its immediate corporate parent
against all liabilities of Holdings other than liabilities related to the
outdoor products business transferred to the Company. The liabilities
that the Company will indemnify Holdings against include (i) asserted and
potential product liability claims arising out of products manufactured
or sold by the outdoor products business, and (ii) asserted and potential
environmental claims and liabilities related to facilities currently or
formerly owned or used by the outdoor products business.
TAX SHARING AGREEMENT. The Company is included in the consolidated
tax group of which Mafco is the common parent and the Company's tax
liability will be included in the consolidated Federal income tax
liability of Mafco. The Company is also included in certain state and
local tax returns of Mafco or its affiliates. The Company participates in
a Tax Sharing Agreement (the "Tax Sharing Agreement") pursuant to which
it pays to Coleman Worldwide amounts equal to the taxes that the Company
would otherwise have to pay if it were to file separate Federal, state or
local income tax returns (including any amounts determined to be due as a
result of a redetermination of the tax liability of Mafco arising from an
audit or otherwise). Under Federal law, the Company is subject to
liability for the consolidated Federal income tax liabilities of the
consolidated group of which Mafco is the common parent, for any taxable
period during which the Company or a subsidiary is a member of that
consolidated group. Mafco has agreed, however, to indemnify the Company
for such Federal income tax liability (and certain state and local tax
liabilities) of Mafco or any of its subsidiaries that the Company is
actually required to pay. Because the payments to be made by the Company
under the Tax Sharing Agreement are determined by the amount of taxes
that the Company would otherwise have to pay if it were to file separate
Federal, state or local income tax returns, the Tax Sharing Agreement
will benefit Mafco to the extent that Mafco can offset the taxable income
generated by the Company against losses and tax credits generated by
Mafco and its other subsidiaries.
INTERNATIONAL SALES ARRANGEMENTS. The Company purchases products
from certain affiliates which it resells in international markets. These
products are purchased at negotiated prices that reflect what the Company
believes is a reasonable allocation between the Company and the
affiliates of the gross margins on these products.
SALE OF AN INACTIVE SUBSIDIARY. During the fourth quarter of 1996,
the Company and a subsidiary sold an inactive subsidiary to an affiliate
for approximately $3.0 million. The affiliate expects to realize certain
tax benefits in future years.
INSURANCE PROGRAMS. The Company participates in certain of
Holdings' insurance programs, including health and life insurance,
workers compensation, and liability insurance. The Company's expense
represents its expected costs for self-insured retentions and premiums
for excess coverage insurance. The expense was $13.9 million for the year
ended December 31, 1996.
PENSION PLANS. Holdings maintains pension and other retirement
plans in various forms covering employees of the Company who meet
eligibility requirements. Holdings also has an unfunded excess benefit
plan covering certain of the Company's U.S. employees whose benefits
under the plans described above are limited by provisions of the Internal
Revenue Code. The Company pays to Holdings its allocable costs of
maintaining such plans for the Company's employees.
OTHER ARRANGEMENTS. At the beginning of 1995, Mr. McEvoy, an
Executive Vice President of the Company, had a noninterest-bearing loan
from the Company in the amount of $63,333. At the end of 1996, the
principal balance of the loan was $21,111.
During 1996, a subsidiary of the Company paid approximately
$250,000 for office and warehouse space leased from a real estate
partnership in which Mr. Goldman, an Executive Vice President of the
Company, and three other immediate family members of Mr. Goldman's are
partners. A manufacturing business owned by Mr. Goldman's father
contracted with the Company's subsidiary for the manufacture of goods
sold to the subsidiary, for which the subsidiary paid approximately $1.7
million during 1996. Approximately 6% of the subsidiary's product units
sold during 1996 were produced by Mr. Goldman's father's company.
Pursuant to the agreement by which the Company acquired the Eastpak
business, Mr. Goldman is entitled to certain additional payments from the
Company upon Eastpak achieving certain operating targets. In accordance
with such agreement, Mr. Goldman was paid $5.5 million in 1996.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
In connection with the conversion by the holders thereof of certain
Coleman Worldwide Corporation Liquid Yield Option NotesTM ("LYONS") to
Coleman Common Stock during 1996, the report under Section 16 on behalf
of Mr. Perelman was filed on a Form 5 in February 1997.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Representatives of Ernst & Young LLP, the Company's independent
certified public accountants, may be present at the Annual Meeting, and
will have the opportunity to make statements if they desire to do so, and
respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholders desiring to submit a proposal for inclusion in the
Company's Proxy Statement and form of proxy relating to the 1998 Annual
Meeting of Shareholders must advise the Secretary of the Company of such
proposal in writing by December 1, 1997.
OTHER BUSINESS
The only business to come before the meeting of which management is
aware is set forth in this Proxy Statement. If any other business is
presented for action, it is intended that discretionary authority to vote
the proxies shall be exercised in respect thereof.
ADDITIONAL INFORMATION
Any shareholder wishing to receive, without charge, a copy of The
Coleman Company, Inc.'s 1996 Annual Report on Form 10-K, as filed with
the Securities and Exchange Commission, should write to Corporate
Secretary, The Coleman Company, Inc., 1767 Denver West Boulevard, P.O.
Box 4091, Golden, Colorado 80401.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
Exhibit A
THE COLEMAN COMPANY, INC.
EXECUTIVE ANNUAL INCENTIVE PLAN
1. Purpose.
The purpose of The Coleman Company, Inc. Executive Annual Incentive
Plan is to encourage behaviors that create superior financial performance
and to strengthen the commonality of interests between Plan Participants
and owners in creating superior shareholder value.
2. Definitions.
The following terms, as used herein, shall have the following
meanings:
(a) "Award" shall mean an annual incentive compensation award, granted
pursuant to the Plan, which is contingent upon the attainment of
Performance Factors with respect to a Performance Period.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean the Committee of the Board appointed to
administer the Plan in accordance with Section 3.
(e) "Company" shall mean, collectively, the Coleman Company, Inc. and its
subsidiaries.
(f) "Covered Employee" shall have the meaning set forth in Section
162(m)(3) of the Code.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(h) "Executive Officer" shall mean an officer of the Company who is an
"executive officer" within the meaning of Rule 3b-7 promulgated under
the Exchange Act.
(i) "Participant" shall mean an officer, employee or other associate of the
Company who is, pursuant to Section 4 of the Plan, selected to
participate herein.
(j) "Performance Factors" shall mean the criteria and objectives,
determined by the Committee, which must be met during the applicable
Performance Period as a condition of the Participant's receipt of
payment with respect to an Award. Performance Factors may include any
or all of the following: revenue; net sales; operating income;
earnings before all or any of interest, taxes, depreciation and/or
amortization ("EBIT", "EBITA" or "EBITDA"); cash flow; working capital
and components thereof; return on equity; return on assets; market
share; sales (net or gross) measured by product line, territory,
customer(s), or other category; earnings per share; earnings from
continuing operations; net worth; levels of expense, cost or liability
by category, operating unit or any other delineation; or any increase
or decrease of one or more of the foregoing over a specified period.
Such Performance Factors may relate to the performance of the Company,
a business unit, product line, territory, or any combination thereof.
With respect to Participants who are not Executive Officers,
Performance Factors may also include such objective or subjective
performance goals as the Committee may, from time to time, establish.
Subject to Section 5(c) hereof, the Committee shall have the sole
discretion to determine whether, or to what extent, Performance
Factors are achieved.
(k) "Performance Period" shall mean the Company's fiscal year.
(l) "Plan" shall mean The Coleman Company, Inc. Executive Annual Incentive
Plan.
3. Administration.
The Plan shall be administered by the Management Compensation and
Stock Option Committee of the Board of Directors. The Committee shall
have the authority in its sole discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically
granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority
to grant Awards; to determine the persons to whom and the time or times
at which Awards shall be granted; to determine the terms, conditions,
restrictions and performance criteria, including Performance Factors,
relating to any Award; to determine whether, to what extent, and under
what circumstances an Award may be settled, canceled, forfeited, or
surrendered; to make adjustments in the Performance Factors in
recognition of unusual or non-recurring events affecting the Company or
the financial statements of the Company, or in response to changes in
applicable laws, regulations, or accounting principles; to construe and
interpret the Plan and any Award; to prescribe, amend and rescind rules
and regulations relating to the Plan; to determine the terms and
provisions of Awards; and to make all other determinations deemed
necessary or advisable for the administration of the Plan.
The Committee shall consist of two or more persons each of whom
shall be an "outside director" within the meaning of Section 162(m) of
the Code. All decisions, determinations and interpretations of the
Committee shall be final and binding on all persons, including the
Company and the Participant (or any person claiming any rights under the
Plan from or through any Participant).
No member of the Board or the Committee shall be liable for any
action taken or determination made in good faith with respect to the Plan
or any Award granted hereunder.
4. Eligibility.
Awards may be granted to Participants in the sole discretion of the
Committee. Subject to Section 5(b) below, in determining the persons to whom
Awards shall be granted and the Performance Factors relating to each Award,
the Committee shall take into account such factors as the Committee shall deem
relevant in connection with accomplishing the purposes of the Plan.
5. Terms of Awards.
Awards granted pursuant to the Plan shall be communicated to
Participants in such form as the Committee shall from time to time
approve and the terms and conditions of such Awards shall be set forth
therein.
(a) In General. The Committee shall specify with respect to a
Performance Period the Performance Factors applicable to each Award.
Performance Factors may include a level of performance below which no
payment shall be made and levels of performance at which specified
percentages of the Award shall be paid as well as a maximum level of
performance above which no additional award will be paid. Unless
otherwise provided by the Committee in connection with specified
terminations of employment, payment in respect of Awards shall be made
only if and to the extent the Performance Factors with respect to such
Performance Period are attained.
(b) Special Provisions Regarding Awards. Notwithstanding anything
to the contrary contained in this Section 5, in no event shall payment in
respect of Awards granted for a Performance Period be made to a
Participant in an amount that exceeds $2,000,000 (two million) and in no
event may the Committee increase at its discretion the amount of an Award
payable to a Covered Employee upon attainment of the specified
Performance Factors.
(c) Time and Form of Payment. Unless otherwise determined by the
Committee, all payments in respect of Awards granted under this Plan
shall be made, in cash, within a reasonable period after the end of the
Performance Period. In the case of Participants who are Covered
Employees, unless otherwise determined by the Committee, such payments
shall be made only after achievement of the Performance Factors has been
certified by the Committee.
6. General Provisions.
(a) Compliance with Legal Requirements. The Plan and the granting
and payment of Awards, and the other obligations of the Company under the
Plan shall be subject to all applicable federal and state laws, rules and
regulations, and to such approvals by any regulatory or governmental
agency as may be required.
(b) Nontransferability. Awards shall not be transferable by a
Participant except upon the Participant's death following the end of the
Performance Period but prior to the date payment is made, in which case
the Award shall be transferable by will or the laws of descent and
distribution.
(c) No Right To Continued Employment. Nothing in the Plan or in any
Award granted pursuant hereto shall confer upon any Participant the right
to continue in the employ of the Company or to be entitled to any
remuneration or benefits not set forth in the Plan or to interfere with
or limit in any way the right of the Company to terminate such
Participant's employment.
(d) Withholding Taxes. Where a Participant or other person is
entitled to receive a payment pursuant to an Award hereunder, the Company
shall have the right to require the Participant or such other person to
pay to the Company the amount of any taxes that the Company may be
required to withhold before delivery to such Participant or other person
of such payment.
(e) Amendment, Termination and Duration of the Plan. The Board or
the Committee may at any time and from time to time alter, amend,
suspend, or terminate the Plan in whole or in part; provided that, no
amendment that requires shareholder approval in order for the Plan to
continue to comply with Code Section 162(m) shall be effective unless the
same shall be approved by the requisite vote of the shareholders of the
Company. Notwithstanding the foregoing, no amendment shall affect
adversely any of the rights of any Participant under any Award following
the end of the Performance Period to which such Award relates.
(f) Participant Rights. No Participant shall have any claim to be
granted any Award under the Plan, and there is no obligation for
uniformity of treatment for Participants.
(g) Termination of Employment. Unless otherwise provided by the
Committee in connection with specified terminations of employment, if a
Participant's employment terminates for any reason prior to the end of a
Performance Period, no Award shall be payable to such Participant for
that Performance Period. A Participant who is terminated for gross
misconduct after the end of the Performance Period shall forfeit
participation in the Plan, and no Award shall be payable to such a
Participant.
(h) Unfunded Status of Awards. The Plan is intended to constitute
an "unfunded" plan for incentive and deferred compensation. With respect
to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such
Participant any rights that are greater than those of a general creditor
of the Company.
(i) Governing Law. The Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State of
Delaware without giving effect to the conflict of laws principles
thereof.
(j) Effective Date. The Plan shall take effect upon its adoption by
the Board; provided, however, that the Plan shall be subject to the
requisite approval of the shareholders of the Company in order to comply
with Section 162(m) of the Code. In the absence of such approval, the
Plan (and any Awards made pursuant to the Plan prior to the date of such
approval) shall be null and void.
(k) Beneficiary. A Participant may file with the Committee a
written designation of a beneficiary on such form as may be prescribed by
the Committee and may, from time to time, amend or revoke such
designation. If no designated beneficiary survives the Participant and an
Award is payable to the Participant's beneficiary pursuant to Section
6(b), the executor or administrator of the Participant's estate shall be
deemed to be the grantee's beneficiary.
(l) Interpretation. The Plan is designed and intended to comply, to
the extent applicable, with Section 162(m) of the Code, and all
provisions hereof shall be construed in a manner to so comply.
Exhibit B
FOR STOCK OPTIONS
GRANTED AFTER 7/22/93
THE COLEMAN COMPANY, INC.
1993 STOCK OPTION PLAN
1. Purpose.
This 1993 Stock Option Plan ("Plan") is intended to encourage stock
ownership by employees of The Coleman Company, Inc. (the "Company") and
employees of Affiliated Corporations (as defined in Section 2(a) hereof),
so that they may acquire or increase their proprietary interest in the
Company, and to encourage such employees to remain in the employ of the
Company and to put forth maximum efforts for the success of the business.
It is further intended that options granted by the Committee (as defined
herein) pursuant to Section 6 of this Plan shall constitute "incentive
stock options" ("Incentive Stock Options") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended, and the regulations
issued thereunder (the "Code"), and options granted by the Committee
pursuant to Section 7 of this Plan shall constitute "nonqualified stock
options" ("Nonqualified Stock Options"). Options granted under the Plan
("Options") may be accompanied by stock appreciation rights ("Rights"),
as hereinafter set forth. Rights may also be granted alone.
2. Definitions.
As used in this Plan, the following words and phrases shall have
the meanings indicated:
(a) "Affiliate Corporation" or "Affiliate" shall mean any
corporation, directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with the Company.
(b) "Disability" shall mean an inability of an Optionee (as defined
herein) to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected
to result in death or that has lasted or can be expected to last for a
continuous period of not less than twelve months.
(c) "Fair Market Value" per share as of a particular date shall
mean (i) the closing sales price per share of Common Stock (as defined
herein) on a national securities exchange on the date on which a
resolution is adopted to expressly grant an Option, or (ii) if the shares
of Common Stock are then traded on an over-the-counter market, the
average of the closing bid and asked prices for the shares of Common
Stock in such over-the-counter market for the last preceding date on
which there was a sale of such common Stock in such market, or (iii) if
the shares of Common Stock are not then listed on a national securities
exchange or traded in an over-the-counter market, such value as the
Committee in its discretion may determine.
(d) "Parent Corporation" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if,
at the time of granting an Option, each of such corporations (other than
the Company) owns stock possessing fifty percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
(e) "Subsidiary Corporation" shall mean any corporation (other than
the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of granting an Option, each of such corporations
other than the last corporation in an unbroken chain owns stock
possessing fifty percent or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
(f) "Ten Percent Stockholder" shall mean an Optionee who, at the
time an Incentive Stock Option is granted, owns stock possessing more
than ten percent of the total combined voting power of all classes of
stock of the Company or of its Parent Corporations or Subsidiary
Corporations.
3. Administration.
The Plan shall be administered by the Management Compensation and
Stock Option Committee (the "Committee"), consisting of at least two
members of the Board of Directors of the Company (the "Board"), none of
whom is or shall have been for at least one year prior to such
appointment granted or awarded equity securities pursuant to the Plan or
any other plan of the Company or any of its Affiliates entitling the
participants therein to acquire stock, stock options or stock
appreciation rights of the Company or any of its Affiliates.
The Committee shall have the authority in its discretion, subject
to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in
the administration of the Plan, including, without limitation, the
authority to grant Options; to determine which Options shall constitute
Incentive Stock Options and which Options shall constitute Nonqualified
Stock Options; to determine which Options (if any) shall be accompanied
by Rights; to determine the purchase price of the shares of Common Stock
covered by each Option (the "Option Price"); to determine the persons to
whom, and the time or times at which, Options shall be granted; to
determine the number of shares to be covered by each Option; to interpret
the Plan; to prescribe, amend and rescind rules and regulations relating
to the Plan; to determine the terms and provisions relating to the Plan;
to determine the terms and provisions of the Option Agreements (which
need not be identical) entered into in connection with Options granted
under the Plan; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee may delegate
to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or any
person to whom it has delegated duties as aforesaid may employ one or
more persons to render advice with respect to any responsibility the
Committee or such person may have under the Plan.
No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any
Option or Right granted hereunder.
4. Eligibility.
Options or Rights, or both, may be granted to key employees
(including, without limitation, officers, and directors who are
employees) of the Company or its present or future Affiliate
Corporations, except that Incentive Stock Options shall be granted only
to individuals who, on the date of such grant, are employees of the
Company or a Parent Corporation or a Subsidiary Corporation. In
determining the persons to whom Options and Rights shall be granted and
the number of shares to be covered by each Option and any Rights, the
Committee shall take into account the duties of the respective persons,
their present and potential contributions to the success of the Company
and such other factors as the Committee shall deem relevant in connection
with accomplishing the purpose of the Plan. A person to whom an Option
has been granted hereunder is sometimes referred to herein as an
"Optionee."
An Optionee shall be eligible to receive more than one grant of an
Option during the term of the Plan, but only on the terms and subject to
the restrictions hereinafter set forth.
5. Stock.
The stock subject to Options and Rights hereunder shall be shares
of the Company's common stock, par value $0.01 per share ("common
Stock"). Such shares may, in whole or in part, be authorized but unissued
shares or shares that shall have been or that may be reacquired by the
Company. The aggregate number of shares of Common Stock as to which
Options and Rights may be granted from time to time under the Plan shall
not exceed 1,700,000. The limitation established by the preceding
sentence shall be subject to adjustment as provided in Section 8(h)
hereof.
In the event that any outstanding Option under the Plan for any
reason expires or is terminated without having been exercised in full or
without having been surrendered in full in connection with the exercise
of a Right, the shares of Common Stock allocable to the unexercised
portion of such Option shall (unless the Plan shall have been terminated)
become available for subsequent grants of Options and Rights under the
Plan.
6. Incentive Stock Options.
Options granted pursuant to this Section 6 are intended to
constitute Incentive Stock Options and shall be subject to the following
special terms and conditions, in addition to the general terms and
conditions specified in Section 8 hereof.
(a) Value of Shares. The aggregate Fair Market Value (determined as
of the date the Incentive Stock Option is granted) of the shares of
Common stock with respect to which Options granted under this Plan and
all other option plans of the Company, any Parent Corporation and any
Subsidiary Corporation become exercisable for the first time by an
Optionee during any calendar year shall not exceed $100,000.
(b) Ten Percent Stockholder. In the case of an Incentive Stock
Option granted to a Ten Percent Stockholder, (i) the Option Price shall
not be less than one hundred ten percent of the Fair Market Value of a
share of Common Stock of the Company on the date of grant of such
Incentive Stock Option, and (ii) the exercise period shall not exceed
five years from the date of grant of such Incentive Stock Options.
7. Nonqualified Stock Options.
Options granted pursuant to this Section 7 are intended to
constitute Nonqualified Stock Options and shall be subject only to the
general terms and conditions specified in Section 8 hereof.
8. Terms and Conditions of Options.
Each Option granted pursuant to the Plan shall be evidenced by a
written Option Agreement between the company and the Optionee, which
agreement shall comply with and be subject to the following terms and
conditions:
(a) Number of Shares. Each Option Agreement shall state the number
of shares of Common Stock to which the Option relates. The maximum number
of shares that can be granted to an Optionee in a particular calendar
year is 200,000 shares.
(b) Option Price. Each Option Agreement shall state the Option
Price per share of Common Stock, which, in the case of Incentive Stock
Options, shall be not less than one hundred percent of the Fair Market
Value of a share of Common Stock of the Company on the date of grant of
the Option. The Option Price shall be subject to adjustment as provided
in Section 8(h) hereof. The date on which the Committee adopts a
resolution expressly granting an Option shall be considered the day on
which such Option is granted.
(c) Medium and Time of Payment. The Option Price shall be paid in
full, at the time of exercise, in cash or in shares of Common Stock
having a Fair Market Value equal to such Option Price or in a combination
of cash and such shares, and may be effected in whole or in part (i) with
monies borrowed from the Company pursuant to repayment terms and
conditions as shall be determined from time to time by the Committee, in
its discretion, separately with respect to each exercise of Options and
each Optionee; provided, however, that each such method and time for
payment and each such borrowing and terms and conditions of security, if
any, and repayment shall be permitted by and be in compliance with
applicable law.
(d) Term and Exercise of Options. Options shall be exercisable over
the exercise period as and at the times and upon the conditions that the
Committee may determine, as reflected in the Option Agreement; provided,
however, that the Committee shall have the authority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. The
exercise period shall be determined by the Committee; provided, however,
that in the case of an Incentive Stock Option, such exercise period shall
not exceed ten years from the date of grant of such Incentive Stock
Option. The exercise period shall be subject to earlier termination as
provided in Section 8(e) and 8(f) hereof. An Option may be exercised, as
to any or all full shares of Common Stock as to which the Option has
become exercisable, by giving written notice of such exercise to the
Committee; provided, however, that an Option may not be exercised at any
time as to fewer than one hundred shares (or such number of shares as to
which the Option is then exercisable if such number of shares is less
than one hundred).
(e) Termination of Employment. Except as provided in this Section
8(e) and in Section 8(f) hereof, an Option may not be exercised unless
the Optionee is then in the employ of (1) the Company, (2) an Affiliate
Corporation or (3) a corporation issuing or assuming the Option in a
transaction to which Section 424(a) of the Code applies or a parent
corporation or subsidiary corporation of the corporation described in
this Clause 3, and unless the Optionee has the remained continuously so
employed since the date of grant of the Option. In the event that the
employment of an Optionee shall terminate (other than by reason of death,
Disability or retirement), all Options of such Optionee that are
exercisable at the time of such termination may, unless earlier
terminated in accordance with their terms, be exercised within three
months after such termination. Nothing in the Plan or in any Option or
Right granted pursuant hereto shall confer upon an individual any right
to continue in the employ of the Company or any of its Affiliate
Corporations or interfere in any way with the right of the Company or any
such Affiliate Corporation to terminate such employment at any time.
(f) Death, disability or Retirement of Optionee. If an Optionee
shall die while employed by the Company or an Affiliate Corporation, or
within three months after the termination of such Optionee's employment,
or if the Optionee's employment shall terminate by reason of Disability
or retirement, all Options theretofore granted to such Optionee (to the
extent otherwise exercisable) may, unless earlier terminated in
accordance with their terms, be exercised by the Optionee or by the
Optionee's estate or by a person who acquired the right to exercise such
Option by bequest or inheritance or otherwise by reason of the death or
Disability of the Optionee, at any time within one year after the date of
death, Disability or retirement of the Optionee.
(g) Nontransferability of Options. Options granted under the Plan
shall not be transferable otherwise than by will or by the laws of
descent and distribution, and Options may be exercised, during the
lifetime of the Optionee, only by the Optionee or by his guardian or
legal representative.
(h) Effect of Certain Changes.
(1) If there is any change in the number of shares of Common Stock
through the declaration of stock dividends, or through
recapitalization resulting in stock splits, or combinations or
exchanges of such shares, the number of shares of Common Stock
available for Options and Rights, the number of such shares covered
by outstanding Options and Rights, and the price per share of such
Options or the applicable market value of Rights, shall be
proportionately adjusted by the Committee to reflect any increase
or decrease in the number of issued shares of Common Stock;
provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.
(2) In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares
with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Common
stock within the meaning of the Plan.
(3) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final,
binding and conclusive, provided that each Incentive Stock Option
granted pursuant to this Plan shall not be adjusted in a manner
that causes such option to fail to continue to qualify as an
Incentive Stock Option within the meaning of Section 422 of the
Code.
(i) Rights as a Stockholder. An Optionee or a transferee of an
Option shall have no rights as a stockholder with respect to any shares
covered by the Option until the date of the issuance of a stock
certificate to him for such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distribution of other rights for which the record date
is prior to the date such stock certificate is issued, except as provided
in Section 8(h) hereof.
(j) Other Provisions. The Option Agreements authorized under the
Plan shall contain such other provisions, including, without limitations,
(i) the granting of Rights, (ii) the imposition of restrictions upon the
exercise of an Option, and (iii) in the case of an Incentive Stock
Option, the inclusion of any condition not inconsistent with such Options
qualifying as an Incentive Stock Option, as the Committee shall deem
advisable.
9. Stock Appreciation Rights.
(a) Grant and Exercise. Rights may be granted either alone ("Free
Standing Rights") or in conjunction with all or part of any Stock Option
granted under the Plan ("Related Rights"). In the case of a Nonqualified
Stock Option, Related Rights may be granted either at or after the time
of the grant of such Stock Option. In the case of an Incentive Stock
Option, Related Rights may be granted only at the time of the grant of
the Incentive Stock Option.
A Related Right or applicable portion thereof granted with respect
to a given Stock Option shall terminate and no longer be exercisable upon
the termination or exercise of the related Stock Option, except that,
unless otherwise provided by the Committee at the time of grant, a
Related Right granted with respect to less than the full number of shares
covered by a related Stock Option shall only be reduced if and to the
extent that the number of shares covered by the exercise of termination
of the related Stock Option exceeds the number of shares not covered by
the Right.
A Related Right may be exercised by an Optionee, in accordance with
paragraph (b) of this Section 9, by surrendering the applicable portion
of the related Stock Option. Upon such exercise and surrender, the
Optionee shall be entitled to receive an amount determined in the manner
prescribed in paragraph (b) of this Section 9. Stock Options which have
been so surrendered, in whole or in part, shall no longer be exercisable
to the extent the Related Rights have been exercised.
(b) Terms and Conditions. Rights shall be subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as shall be
determined from time to time by the Committee, including the following:
(1) Rights which are Related Rights shall be exercisable only at
such time or times and to the extent that the Options to which they
relate shall be exercisable in accordance with the provisions of
Sections 6, 7, 8 and this Section 9 of the Plan; provided, however,
that any Related Right shall not be exercisable during the first
six months of the term of the Related Right, except that this
additional limitation shall not apply in the event of death or
Disability of the Optionee prior to the expiration of the six-month
period.
(2) Upon the exercise of a Related Right, an Optionee shall be
entitled to receive up to, but not more than, an amount in cash or
shares of Common Stock equal in value to the excess of the Fair
Market Value as of the date of exercise of one share of Common
Stock over the option price per share specified in the related
Option multiplied by the number of shares in respect of which the
Related Right shall have been exercised, with the Committee having
the right to determine the form of payment.
(3) Related Rights shall be transferable only when and to the
extent that the underlying Option would be transferable under
paragraph (g) of Section 8 of the Plan.
(4) Upon the exercise of a Related Right, the Option or part
thereof to which such Related Right is related shall be deemed to
have been exercised for the purpose of the limitation set forth in
Section 5 of the Plan on the number of shares of Common Stock to be
issued under the Plan, but only to the extent of the number of
shares issued under the Related Right.
(5) [Not used]
(6) Rights which are Free Standing Rights shall be exercisable at
such time or times and subject to such terms and conditions as
shall be determined by the Committee at or after grant; provided,
however, that Free Standing Rights shall not be exercisable during
the first six months of the term of the Free Standing Right, except
that this limitation shall not apply in the event of death or
Disability of the recipient of the Free Standing Right prior to the
expiration of the six-month period.
(7) The term of each Free Standing Right shall be fixed by the
Committee, but no Free Standing Right shall be exercisable more
than ten years after the date such right is granted.
(8) Upon the exercise of a Free Standing Right, a recipient shall
be entitled to receive up to, but not more than, an amount in cash
or shares of Common Stock equal in value to the excess of the Fair
Market Value as of the date of exercise of one share of Common
Stock over the price per share specified in the Free Standing Right
(which shall be no less than one hundred percent of the Fair Market
Value of the Common Stock on the date of grant) multiplied by the
number of shares in respect to which the Right is being exercised,
with the Committee having the right to determine the form of
payment.
(9) No Free Standing Right shall be transferable by the recipient
otherwise than by will or by the laws of descent and distribution,
and all such Rights shall be exercisable, during the recipient's
lifetime, only by the recipient or his legal guardian or legal
representative.
(10) In the event of the termination of employment of a recipient
of a Free Standing Right, such Right shall be exercisable to the
same extent that an Option would have been exercisable in the event
of the termination of employment of an Optionee.
10. Agreement by Optionee Regarding Withholding Taxes.
If the Committee shall so require, as a condition of exercise, each
Optionee shall agree that
(a) no later than the date of exercise of any Option or Right
granted hereunder, the Optionee will pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any
Federal, state or local taxes of any kind required by law to be withheld
upon the exercise of such Option or Right; and
(b) the Company shall, to the extent permitted or required by law,
have the right to deduct from any payment of any kind otherwise due to
the Optionee, Federal, state and local taxes of any kind required by law
to be withheld upon the exercise of such Option or Right.
11. Term of Plan.
Options and Rights may be granted pursuant to the Plan from time to
time within a period of ten years from the date the Plan is adopted by
the Board.
12. Amendment and Termination of the Plan.
The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan. Except as provided in Section 8 hereof, no
suspension, termination, modification or amendment of the Plan may
adversely affect any Option or Right previously granted, unless the
written consent of the Optionee is obtained.
13. Approval of Stockholders.
The Plan shall take effect upon its adoption by the Board of
Directors but shall be subject to the approval of the holders of a
majority of the issued and outstanding shares of Common Stock of the
Company, which approval must occur within twelve months after the date
the Plan is adopted by the Board.
14. Effect of Headings.
The section and subsection headings contained herein are for
convenience only and shall not affect the construction hereof.
THE COLEMAN COMPANY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael A. Zawalski and
Barbara L. Allen and each of them, as Proxies, each with the
power to appoint his or her substitute, and hereby authorizes
them to represent and to vote as designated on the reverse side,
all shares of common stock of The Coleman Company, Inc. held of
record by the undersigned on March 18, 1997 at the Annual Meeting
of Shareholders to be held on May 13, 1997 or any adjournment
thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE VOTE,
SIGN ON REVERSE SIDE AND RETURN PROMPTLY.
Please mark your
(X) votes as in this
example.
1. Election of FOR WITHHELD
Directors. ( ) ( )
For, except vote withheld from the following nominee(s):
Nominees:
Ronald O. Perelman
Donald G. Drapkin
Lawrence M. Jones
Robert J. Lanigan
Jerry W. Levin
Robert S. Miller
John A. Moran
Bruce Slovin
William H. Spoor
FOR AGAINST ABSTAIN
2. PROPOSAL to ratify the appointment ( ) ( ) ( )
of Ernst & Young LLP as the independent
certified public accountants for the Company
for 1997.
3. PROPOSAL to ratify and adopt The ( ) ( ) ( )
Coleman Company, Inc. Executive Annual
Incentive Plan.
4. PROPOSAL to amend The Coleman ( ) ( ) ( )
Company, Inc. 1993 Stock Option Plan.
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournment.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES AND FOR
PROPOSALS 2, 3 AND 4.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE
ENCLOSED ENVELOPE.
SIGNATURES ____________________________________ DATE _______
Note: When shares are held by joint tenants, both should sign.
Executors, administrators, trustees, custodians, agents and
corporate officers should add their titles.
