<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Evans and Sutherland Computer Corporation
.............................................................................
(Name of Registrant as Specified In Its Charter)
Evans and Sutherland Computer Corporation
..............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *
4) Proposed maximum aggregate value of transaction:
- ------------
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE>
EVANS & SUTHERLAND
COMPUTER CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 1994
TO THE HOLDERS OF COMMON STOCK OF
Evans & Sutherland Computer Corporation:
The Annual Meeting of the Shareholders of Evans & Sutherland Computer
Corporation, a Utah corporation, will be held in the Company's offices at 600
Komas Drive, Salt Lake City, Utah on May 19, 1994, at 11:00 a.m., Salt Lake
City time, for the following purposes:
1. To elect two directors to serve until the 1997 Annual Meeting of
Shareholders;
2. To consider and vote upon a proposal to adopt the Evans & Sutherland
1994 Long-Term Incentive Equity Plan as described in the accompanying
proxy statement;
3. To consider and vote upon a proposal to amend the 1989 Stock Option
Plan For Non-Employee Directors, increasing the initial and annual
option grant awards to directors from 2,000 to 5,000 shares, and
increasing the accumulative option grant awards for a given director,
under the plan, from 20,000 shares to 45,000 shares; and
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on April 1, 1994 (the
"Record Date"), are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Gary E. Meredith,
Secretary
Salt Lake City, Utah
Dated: April 15, 1994
- --------------------------------------------------------------------------------
THE VOTE OF EACH SHAREHOLDER WILL BE IMPORTANT AT THIS MEETING. YOU ARE URGED
TO COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING
ENVELOPE AS SOON AS POSSIBLE. SUCH ACTION WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON SHOULD YOU FIND IT POSSIBLE TO ATTEND THE MEETING.
<PAGE>
EVANS & SUTHERLAND
COMPUTER CORPORATION
600 Komas Drive
Salt Lake City, Utah 84108
April 15, 1994
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Evans & Sutherland Computer Corporation, a
Utah corporation, (the "Company") to be voted at the Annual Meeting of
Shareholders to be held on May 19, 1994, and any adjournment(s) thereof. The
Annual Meeting of Shareholders will be held at the Company's offices at 600
Komas Drive, Salt Lake City, Utah 84108 at 11:00 a.m., Salt Lake City time.
Certain directors, officers and employees of the Company may solicit Proxies by
telephone, telegram, mail or personal contact. Arrangements will be made with
brokers, nominees and fiduciaries to send Proxies and proxy material to their
principals at the Company's expense. All costs incurred in connection with the
solicitation will be borne by the Company.
THE PROXY
All Proxies delivered pursuant to this solicitation are revocable at any time
at the option of the persons executing them by giving written notice to the
Secretary of the Company, by delivering a later Proxy or by voting in person at
the meeting.
Proxies shall be voted in accordance with the directions of the shareholders.
Unless otherwise directed, Proxies will be voted (1) FOR the election of the
two nominees for director, (2) FOR the adoption of the Evans & Sutherland 1994
Long-Term Incentive Equity Plan, (3) FOR the proposed amendment to the 1989
Stock Option Plan For Non-Employee Directors, and (4) in the discretion of the
persons named in the accompanying Proxy, upon such other matters as may
properly come before the meeting.
INFORMATION ON OUTSTANDING STOCK
The Company's authorized capital stock consists of 30 million shares of $0.20
par value common stock, 5 million shares of class A preferred stock, no par
value, and 5 million shares of class B preferred stock, no par value. As of
April 1, 1994 (the "Record Date"), there were 8,520,757 shares of common stock
issued and outstanding and there were no shares of preferred stock outstanding.
Each share of common stock is entitled to one vote. Only shareholders of record
at the close of business on the Record Date will be entitled to notice of and
to vote at the meeting. The presence at the meeting, in person or by proxy, of
a majority of the shares entitled to vote shall constitute a quorum for the
transaction of business.
The following table sets forth, as of the Record Date, the name of each
person who owns of record or is known by the Company to own beneficially more
than 5% of the outstanding shares of common stock, the number of shares owned
by all directors and officers as a group, and the percentage of the outstanding
shares represented thereby.
1
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
---------------- ----------------- --------
<S> <C> <C>
HOLDERS OF MORE THAN 5%
State of Wisconsin Investment Board.... 580,000 shares(2) 6.8
P.O. Box 7842, Madison, Wisconsin 53707
The Capital Group, Inc................. 557,000 shares(3) 6.5
333 South Hope Street, Los Angeles,
California 90071
Brinson Partnership, Inc., Brinson
Trust Company,
and Brinson Holdings, Inc............. 462,600 shares(4) 5.4
209 S. LaSalle, Chicago, Illinois
60604-1295
DIRECTORS & EXECUTIVE OFFICERS
Stewart Carrell........................ 39,000 shares *
Henry N. Christiansen.................. 21,000 shares *
Peter O. Crisp......................... 57,437 shares(5) *
Rodney S. Rougelot..................... 150,016 shares(6) 1.8
Ivan E. Sutherland..................... 54,530 shares(7) *
John E. Warnock........................ 1,000 shares *
Robert A. Schumacker................... 82,000 shares(8) *
Ronald R. Sutherland................... 15,000 shares(8) *
Directors and Officers (11 as a Group)... 467,481 shares(5)(6)(7)(8) 5.5
</TABLE>
- --------
*Does not exceed one percent (1%) of class.
(1) Pursuant to the rules of the Securities and Exchange Commission, shares
shown as "beneficially" owned include (a) shares subject to options
exercisable within 60 days of the Record Date, (b) shares held by
unincorporated entities and in trusts and estates over which an individual
holds at least shared voting or investment powers, and (c) shares held in
trusts and estates of which at least 10 percent of the beneficial interest
of such trust is attributable to specified persons in the immediate family
of the individual(s) involved. This information is not necessarily
indicative of beneficial ownership for any other purpose. The directors and
officers of the Company have sole voting and investment power over the
shares of the Company's common stock held in their names, except as noted
in the following footnotes.
(2) State of Wisconsin Investment Board has sole dispositive power and no
voting power according to Schedule 13D filed with the Securities and
Exchange Commission.
(3) The Capital Group, Inc. has sole dispositive power and no voting power
according to Schedule 13G filed with the Securities and Exchange
Commission.
(4) The Brinson ownership group has sole voting and dispositive power according
to Schedule 13G filed with the Securities and Exchange Commission.
(5) Mr. Crisp disclaims beneficial ownership of 6,900 shares held in trust for
the benefit of his children.
(6) Mr. Rougelot disclaims beneficial ownership of 6,800 shares held for the
benefit of his children.
(7) The number of shares attributable to Mr. Sutherland includes 11,300 shares
held by the Sutherland Family Trust of 1980 as to which Mr. Sutherland is a
co-trustee with Marcia Sutherland. Each trustee has sole voting and
dispositive power.
2
<PAGE>
(8) The total figure for directors and officers as a group includes 339,164
shares subject to stock options which are currently exercisable or will be
exercisable on or before June 1, 1994. This
figure includes 15,000 shares each for Messrs. Christiansen, Crisp, and
Sutherland, 39,000 shares for Mr. Carrell, 1,000 shares for Mr. Warnock,
114,666 shares for Mr. Rougelot, 77,000 shares for Mr. Schumacker, and
15,000 shares for Mr. Ronald R. Sutherland.
ELECTION OF DIRECTORS
Two directors are to be elected at the meeting. The directors so elected will
serve for a three-year term expiring in 1997, or until their respective
successors are duly elected and qualified. Proxies will be voted for the
election of Mr. Peter O. Crisp and Mr. Ivan E. Sutherland. In the event a
nominee is unable to serve, the Proxies will be voted for a substitute nominee,
if any, to be designated by the Board of Directors, to serve for the term
proposed for the nominee replaced. The Board of Directors has no reason to
believe that any nominee will be unavailable. All directors have served
continuously since first elected as a director. The affirmative vote of a
majority of a quorum of shareholders is required to elect each director.
<TABLE>
<CAPTION>
FIRST EXPIRATION
ELECTED AS OF CURRENT
NAME PRINCIPAL OCCUPATION A DIRECTOR TERM
---- -------------------- ---------- ----------
<S> <C> <C> <C>
NOMINEES FOR ELECTION
Peter O. Crisp(1) General Partner of Venrock 1980 1994
Associates
Ivan E. Sutherland(2) Vice President and Fellow of Sun 1968 1994
Microsystems, Inc.
INCUMBENT DIRECTORS
Stewart Carrell(3) Chairman of the Board of the 1984 1996
Company
Henry N. Christiansen(4) Professor, Civil Engineering 1983 1995
Department, Brigham Young
University
Rodney S. Rougelot(5) President of the Company and 1983 1995
Chief Executive Officer
John E. Warnock(6) Chairman and Chief Executive 1992 1996
Officer of Adobe Systems, Inc.
</TABLE>
- --------
(1) Mr. Crisp (age 61) has been a General Partner of Venrock Associates, a
venture capital firm based in New York, since 1969. He is also a Director
of American Superconductor Corp., Apple Computer, Inc., Long Island
Lighting Co., Thermedils, Inc., Thermo Electron Corporation, Thermo Power
Corporation, Thermotrex Corporation, and United States Trust Corporation.
(2) Mr. Sutherland (age 55) is a Vice President and Fellow for Sun
Microsystems, Inc. from 1980 to late 1990. Mr. Sutherland served as Vice
President and Technical Director for Sutherland, Sproull and Associates,
Inc. Also during this period, Mr. Sutherland was associated with ATV as a
partner and advisor in venture capital activities. From March, 1976, to
July, 1980, he served as Fletcher Jones Professor of Computer Science and
head of the Computer Science Department at the California Institute of
Technology. Mr. Sutherland served as a Vice President and the Chief
Scientist of the Company from 1968 until June, 1974, a Vice President of
Picture Design Group from July, 1974, to December, 1974, and as a Senior
Scientist for the Rand Corporation from January, 1975, to May, 1976.
3
<PAGE>
(3) Mr. Carrell (age 60) was elected as the Chairman of the Board of Directors
of the Company on March 7, 1991. He also serves as the Chairman of Focal
Surgery, Inc. and Seattle Silicon Corporation. From mid-1984 until October,
1993, Mr. Carrell was Chairman and Chief Executive Officer of Diasonics,
Inc., a medical imaging company. From November 1983 until early 1987, Mr.
Carrell was also a General Partner in Hambrecht & Quist, a west coast based
investment banking and venture capital firm.
Until mid-1983, Mr. Carrell was an Executive Vice President with Texas
Instruments. Key responsibilities during his 25 years with Texas
Instruments included European operations, consumer electronics, central
research, development, and engineering, and various management positions in
TI's semiconductor operations.
Mr. Carrell is also a director of Diasonics Ultrasound Inc.
(4) Mr. Christiansen (age 58) served as a consultant to the Company from 1978
to 1981. He has served as a Professor of Civil Engineering at Brigham Young
University since 1965 and also served as Chairman of the Department of
Civil Engineering from May, 1980, to August, 1986.
(5) Mr. Rougelot (age 61) was appointed as President and Chief Executive
Officer of the Company in May, 1989. He previously served as Corporate Vice
President and President and Chief Executive Officer of the Simulation
Division from July, 1986 to May, 1989. From March, 1983, to July, 1986, he
served as the Executive Vice President and Chief Operating Officer of the
Company. From 1974 to 1983, Mr. Rougelot served as a Vice President of the
Company and Manager of Simulation Systems. Mr. Rougelot joined the Company
in 1972.
(6) Mr. Warnock (age 53) is the Chairman and Chief Executive Officer of Adobe
Systems, Inc. He was a founder of Adobe and has served as a director and
it's Chief Executive Officer since 1982. He was also the President of Adobe
from 1982 through March, 1989. From April, 1978, until the founding of
Adobe, he was Principal Scientist of the Imaging Sciences Laboratory at
Xerox Corporation's Palo Alto Research Center.
The Board of Directors has established three committees, the Audit Committee,
the Compensation and Stock Options Committee, and the Nomination Committee. The
members of all three committees are Stewart Carrell, Henry N. Christiansen,
Peter O. Crisp, Ivan E. Sutherland and John E. Warnock.
The Audit Committee coordinates audit activities with the Company's external
auditors to assure that the Board of Directors receives directly any
recommendations of the auditors for the improvement of accounting controls
without having such recommendations screened by the management of the Company.
The Audit Committee held two meetings during fiscal year 1993.
Pursuant to delegated authority from the Board of Directors, Mr. Rougelot, as
Chief Executive Officer determines all salaries except salaries for corporate
and division officers. The Compensation and Stock Options Committee reviews and
approves stock option recommendations, under existing plans, received from
management. The Compensation and Stock Options Committee held two meetings
during fiscal year 1993.
The Nomination Committee makes recommendations to the Board of Directors
concerning candidates for election as directors. The Nomination Committee will
consider nominees recommended by shareholders for election as a director. Such
recommendations should be sent to the Secretary of the Company for presentation
to the Nomination Committee. There were no separate meetings of the Nomination
Committee held in fiscal 1993.
4
<PAGE>
Members of the Board of Directors employed by the Company do not receive any
separate compensation for services performed as a director. Those members of
the Board of Directors not employed by the Company received $15,000 annual
retainer for the year 1993 plus $750 for each Board meeting attended and $750
for each committee meeting attended unless such committee meeting is held
concurrently with a Board of Directors meeting, in which case each director
attending such committee meeting receives $500 for the committee meeting
attended. Commencing with the year 1994 the annual director retainer will
increase to $20,000 and board meeting attendance compensation will increase to
$1,000 for each meeting attended. Also commencing with 1994 there will be no
compensation for committee meeting attendance. The Board of Directors held four
Board Meetings during fiscal 1993 and held three meetings by telephone. Each
member of the Board of Directors attended at least 75% of the meetings of the
Board of Directors.
1989 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
On February 2, 1989, the Board of Directors adopted the 1989 Stock Option
Plan for Non-Employee Directors (the "Non-Employee Directors Plan"), which was
approved by the shareholders on May 16, 1989. Under the Non-Employee Directors
Plan, 200,000 shares are reserved for issuance of options.
Pursuant to the Non-Employee Directors Plan, each non-employee director of
the Company, serving at such time, received an option on May 16, 1989 to
purchase 10,000 shares, which option was immediately exercisable. Each person
who becomes an Eligible Director (non-employee) subsequent to the date of
adoption of the Plan, receives an automatic grant, on the date of his first
appointment or election to the Board, of an option to purchase 2,000 shares.
Such option is exercisable in four annual installments on the first, second,
third and fourth anniversaries of the date of the grant.
In addition to the initial grants, each Eligible Director is automatically
granted an additional option to purchase 2,000 shares on the first day of each
fiscal year of the Company, provided, however, that in no event shall an
Eligible Director be granted options under the Non-Employee Director Plan to
purchase more than 20,000 shares in the aggregate. Each option, after the
initial option, becomes exercisable in four installments on the first, second,
third and fourth anniversaries of the date of the grant. As of the Record Date
134,000 shares remain available for future option grants under the Non-Employee
Directors Plan.
The exercise price for options granted under the Non-Employee Directors Plan
is equal to the fair market value of the common stock as of the last trading
day immediately prior to the date the option is granted. The options have a
term of ten years. However, each option automatically terminates 30 days after
the optionee ceases to be a non-employee director of the Company except by
reason of the optionee's death, disability, or employment by the Company or a
subsidiary, and terminates in 90 days upon the occurrence of one of these
stated events.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation awarded to or earned by the Chief
Executive Officer of the Company and the four other most highly compensated
executive officers of the Company for the three fiscal years ended December 31,
1993.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------- --------------------- -------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
SALARY BONUS COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND (1) (2) SATION AWARD(S) SARS (4) PAYOUTS SATION (5)
PRINCIPAL POSITION YEAR ($) ($) (3) ($) ($) (#) ($) ($)
- ------------------ ---- ------ -------- ------- ---------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rodney S.
Rougelot 1993 $305,654 $ - None None None None $4,497
President
and Chief 1992 302,702 - " " " " 4,364
Executive
Officer 1991 288,165 46,620 " " 22,000 " 4,237
Robert A.
Schumacker 1993 227,769 - None None None None 4,497
President - 1992 221,769 53,000 " " " " 4,364
Simulation
Division 1991 206,250 60,000 " " 18,000 " 4,237
Stewart
Carrell 1993 110,000 120,000 None None None None None
Chairman of
the 1992 112,115 - " " " " "
Board of
Directors 1991 87,577 - " " 39,000 " "
Ronald R.
Sutherland 1993 164,816 - None None None None 4,497
Executive
Vice Pres-
ident - 1992 160,212 30,000 " " " " 4,364
Simulation
Division 1991 149,327 34,000 " " 12,000 " 4,237
J. Robert
Driggs 1993 166,106 - None None None None 4,497
Vice Presi-
dent and 1992 163,808 - " " " " 4,364
Chief Fi-
nancial
Officer 1991 154,327 20,000 " " 12,000 " 4,237
</TABLE>
- --------
(1) Reported compensation amounts are before 401(k) savings plan salary
deferrals and group medical expense deferrals. The fiscal years 1993 and
1991 were 52-week years, whereas 1992 was a 53-week year. Also, pursuant
to Company policy, annual salary increases if granted to E&S employees
including executives, are effective as of the first day of July.
(2) Bonus compensation amounts were awarded according to earnings performance
for the years reported in the table, however, actual bonus payment occurred
in the year subsequent to which the bonus was earned.
(3) There are no "Other Annual Compensation" items to be included in this
report in conformance with limitations prescribed in the revised
regulations of the Securities and Exchange Commission. The aggregate value
of perquisites for each of the listed individuals was minimal.
(4) Non-qualified stock options were granted in 1991 to each of the individuals
listed in the table. Except for the option grant to Stewart Carrell, the
life of the listed options are for five years from the date of grant, with
vesting occurring at the rate of one-third of the total grant on each of
the one-year anniversaries subsequent to the grant date. Mr. Carrell's
option grant also has a five-year life but vesting occurred one-half on the
date of grant and the remaining one-half on the first anniversary after the
date of grant.
(5) The amounts disclosed in "All Other Compensation" represent the Company's
contribution to E&S's 401(k) Deferred Savings Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No Option/SAR grants were made to the Company's Chief Executive Officer nor
to the next four most highly compensated executive officers during 1993.
6
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth information concerning the exercise of stock
options/SARs during fiscal year 1993 by each of the named executive officers
and lists the value of their unexercised options and SARs on December 31,
1993.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS/SARS VALUE OF UNEXERCISED
SHARES AT FISCAL YEAR-END IN-THE-MONEY OPTIONS/SARS
ACQUIRED VALUE EXERCISABLE/UNEXERCISABLE AT FISCAL YEAR-END
ON EXERCISE REALIZED (1) EXERCISABLE/UNEXERCISABLE
NAME (#) ($) (#) ($)
- ---------- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Rodney S.
Rougelot 15,000 $60,000 114,666 / 7,334 $176,331 / $25,669
Robert A.
Schumacker 10,000 25,000 82,000 / 6,000 139,500 / 21,000
J. Robert
Driggs 12,000 33,000 38,000 / 4,000 65,500 / 14,000
Ronald R.
Sutherland 4,000 9,645 23,000 / 4,000 62,750 / 14,000
Stewart
Carrell None None 39,000 / -0- 136,500 / -0-
</TABLE>
- --------
(1) The options/SARs identified above are all non-qualified stock options with
no associated stock appreciation rights (SARs).
PENSION PLAN
The Company supports a defined benefit pension plan with contributions based
upon actuarial computations which take into account many assumptions and
factors including, among others, projected average salary and time in service.
Directors of the Company who are not otherwise full-time employees of the
Company are not eligible for participation in the Pension Plan. The Company's
1993 expense for the Pension Plan of $2,064,000 was approximately 4% of the
total remuneration of those participants covered by the Pension Plan for the
fiscal year 1993.
The following table illustrates the approximate annual retirement benefits
(not including social security benefits) under the Pension Plan, assuming
retirement at age 65, based upon years of accredited service and final
qualifying earnings as defined in the Pension Plan, and also assuming that the
employee elects a straight life annuity.
<TABLE>
<CAPTION>
FINAL
AVERAGE YEARS OF SERVICE
QUALIFYING --------------------------------------------
EARNINGS 15 20 25 30 35
---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000....................... $ 27,450 $ 36,600 $ 45,750 $ 54,900 $ 64,050
150,000....................... 33,075 44,100 55,125 66,150 77,175
175,000....................... 38,700 51,600 64,500 77,400 90,300
200,000....................... 44,325 59,100 73,875 88,650 103,425
225,000....................... 49,950 66,600 83,250 99,900 115,641
250,000....................... 55,575 74,100 92,625 111,150 115,641
300,000....................... 66,825 89,100 111,375 115,641 115,641
400,000....................... 89,325 115,641 115,641 115,641 115,641
450,000....................... 100,575 115,641 115,641 115,641 115,641
500,000....................... 111,825 115,641 115,641 115,641 115,641
</TABLE>
- --------
(1) For purposes of determining benefits at normal retirement, the Final
Average Qualifying Earnings is the average of the five consecutive
calendar years that will produce the highest average out of the last ten
calendar years of employment.
(2) Beginning in 1989, compensation taken into account under the qualified
pension plan for any individual in any year was limited to $200,000,
indexed annually by the Internal Revenue Service for cost of living
increases. For 1993, the applicable limit was $235,840.
(3) Under the pension provisions described above, the credited years of
service for the officers listed in the proceeding compensation table are
as follows: Messrs. J. Robert Driggs, 10 years; Rodney S. Rougelot, 21
years; Robert A. Schumacker, 21 years; and Ronald R. Sutherland, 12 years.
Mr. Stewart Carrell is a part-time employee and has not accrued any
credited years of service.
7
<PAGE>
REPORT OF THE COMPENSATION AND STOCK OPTIONS COMMITTEE OF THE BOARD OF
DIRECTORS
GENERAL
The Compensation and Stock Options Committee of the Board of Directors (the
"Committee") establishes and oversees the general compensation policies of the
Company, which include specific compensation levels for executive officers,
cash incentive initiatives for executives and the technical staff, and the Key
Employee Stock Option Plan. The Committee is composed of the Chairman of the
Board and the four independent, outside directors.
The Company operates in highly competitive businesses. At the executive and
technical staff level, the Company competes for personnel nationally.
Outstanding candidates are aggressively recruited, often at premium salaries.
Highly qualified employees are essential to the success of the Company.
The Company is committed to providing competitive compensation that helps
attract, retain, and motivate the highly skilled people it requires. The
Committee strongly believes that a considerable portion of the compensation for
the Chief Executive Officer and other top executives must be tied to the
achievement of business objectives and to business unit and overall company
performance, both current and long-term.
The Board of Directors and the Compensation and Stock Options Committee have
determined that it is in the best interests of the Company to administer the
Company's employee benefit plans under the old Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934 until such time as the
Company is required to administer its employee benefit plans under the new Rule
16b-3. In order to comply with the applicable rule, the Compensation and Stock
Options Committee shall establish the Stock Option Administrative Subcommittee
to administer all stock options granted to members of the Board of Directors.
This subcommittee shall be composed of three disinterested individuals who are
neither directors or employees of the Company.
EXECUTIVE COMPENSATION
The salary of the Chief Executive Officer is established solely by the
Committee, while the salary of other executives is recommended by the Chief
Executive Officer for review and approval of the Committee. The prime source of
information in determining executive salaries is the survey published annually
by the American Electronics Association (AEA), entitled "Executive Compensation
In The Electronics Industry". This is the preferred resource because of the
electronics industry applicability and because of the nature and large size of
the sample. The Committee has determined that, as a general rule, executive,
management, and top technical salaries should fall between the 50th and 75th
percentiles of the AEA survey.
During 1993, Company performance continued to reflect the difficult economic
conditions of the markets served by the Company. In light of these difficult
market conditions and the fact that no salary increase was given to the Chief
Executive Officer in 1992, the Committee granted a modest salary increase in
1993. Increases for most other key executives were also modest in reflection of
Company performance.
It is company policy to pay cash bonuses to the Chief Executive Officer,
executives, managers, and members of the technical staff based on profitability
and achievement of specific individual objectives and business unit and company
business plan objectives.
The overall bonus pool provision is based on the operating profit of the
Company above 5% of sales. This provision ensures a return to the shareholders
prior to any incentive payments to executives.
8
<PAGE>
Bonus awards to the Chief Executive Officer are the sole responsibility of
the Committee and are based on the philosophy that incentive compensation
should be directly and materially linked to the operating results of the
Company. Because company profitability declined during the last two years, so
did the bonus awards for the Chief Executive Officer.
The Committee, with assistance from the Chief Executive Officer, determines
the allocation of the bonus pool among business groups, with the primary
consideration being group contribution to company profitability. The Chief
Executive Officer recommends to the Committee bonus awards for the executives,
emphasizing company and group profitability, and based on his evaluation of the
contribution of the particular individuals. The four most highly compensated
executives, besides the Chief Executive Officer, are included in the proxy
statement and, as with the Chief Executive Officer, these bonus awards declined
in the last two years.
Other than the company pension plan, the long-term component of the
compensation for the Chief Executive Officer and other executives is the Key
Employee Stock Option Plan. The plan does not provide for automatically-timed
option grants, but rather provides for grants at the discretion of the
Committee. In general, stock options are granted to executives, key managers,
and technical staff whose individual assignments are anticipated to have high
leverage in terms of achieving the longer-term objectives of the Company. No
options were granted to the Chief Executive Officer or to the other four most
highly compensated executives during fiscal year 1993.
With assistance from outside compensation consultants, the Compensation and
Stock Options Committee has developed and implemented a comprehensive,
performance based, executive compensation program commencing with fiscal year
1994.
This report is submitted by the members of the Compensation and Stock Options
Committee.
<TABLE>
<S> <C>
Stewart Carrell Ivan E. Sutherland
Henry N. Christiansen John E. Warnock
Peter O. Crisp
</TABLE>
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
In April, 1984, the Board of Directors authorized a form of severance
agreement which provides that, upon termination of employment (i) by the
Company within two years of a change in control which has not been approved by
a majority of the directors in office immediately preceding such change in
control (an "unapproved change in control") or (ii) by the executive for good
reason within two years after such an unapproved change in control, such
executive will be entitled to receive, among other things, an amount equal to
the sum of his base salary at the date of termination plus any amount awarded
under the President's Plan or the Executive Plan for the year preceding the
year of termination multiplied by two and a pro rata portion of any award
related to any uncompleted performance award period under the President's Plan,
the Executive Plan, or the Stock Bonus Plan. Such agreements would also require
the Company to provide certain benefits, including insurance coverage, for each
person after termination of employment for a two year period and to provide
each person with an amount in cash equal to an amount which he would have
received under the Company pension plans had he been fully vested and had he
remained employed for two additional years, reduced by the pension benefits he
will actually receive under such pension plans. However, each executive may
terminate employment with the Company within 90 days of an unapproved change in
control without good reason, in which case the severance benefits are limited
to an amount in cash equal to the sum of his annual base salary at the date of
termination plus an amount equal to the amount of any award received under the
President's Plan, the Executive Plan, or the Stock Bonus Plan for the year
preceding the year of termination. Such arrangements confer no benefits either
9
<PAGE>
prior to an unapproved change in control nor after a change in control which
has been approved by the Board of Directors as described above. Because such
agreements may impose significant costs upon the Company following a change in
control, they may tend to discourage takeover attempts. The Board of Directors
has authorized the President or the Board, in his or their discretion, to cause
the Company to enter into such severance agreements with up to approximately
twelve persons, including some or all of the officers of the Company and such
other key employees as the President shall in his discretion designate. The
Company has not yet entered into any such agreements.
COMPARATIVE STOCK PERFORMANCE
The following graph presents a five year comparison of cumulative total
shareholder return on the common stock of the Company with the cumulative total
return on the S&P 500 Index and the Hambrecht & Quist Computer hardware Sector
Index. It assumes the investment of $100 on January 1, 1989, and the
reinvestment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
SPECIFIC PLOT POINTS
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Evans & Sutherland............................... 146 108 132 111 117
Hambrecht & Quist................................ 86 93 90 78 82
Standard & Poors 500............................. 132 128 166 179 197
</TABLE>
10
<PAGE>
ADOPTION OF EVANS & SUTHERLAND 1994 LONG-TERM INCENTIVE EQUITY PLAN
On March 30, 1994, the Board of Directors adopted the Evans & Sutherland 1994
Long-Term Incentive Equity Plan, subject to approval by the shareholders. The
text of the new Incentive Equity Plan is as follows:
EVANS & SUTHERLAND 1994 LONG-TERM INCENTIVE EQUITY PLAN
1.Purpose
This 1994 Long-Term Incentive Equity Plan (the "Plan") is intended to
promote the long-term success of Evans & Sutherland (the "Company") by
providing its officers and other employees with incentives to create
excellent performance and to continue in the employ of the Company, its
subsidiaries and affiliates. By encouraging Plan participants to become
shareholders of the Company and by providing actual ownership through Plan
awards, it is also intended that participants will view the Company from an
ownership perspective.
2.Term
The Plan shall terminate at the close of business on the fifth
anniversary of its approval by the Company's shareholders. After
termination of the Plan, no future awards may be granted but previously
granted awards shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of the Plan.
3.Plan Administration
A Committee (the "Committee") appointed by the Board shall be responsible
for administering the Plan. The Committee shall be comprised of persons, in
such numbers as the rules referenced herein shall require at any given
time, who shall qualify to administer the Plan as contemplated by (a) Rule
16b-3 under the Securities Exchange Act of 1934 (the "1934 Act"), as now or
hereafter applicable to the Company, or any successor rules; and (b)
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Committee shall have full and exclusive power to interpret the
Plan and to adopt such rules, regulations and guidelines for carrying out
the Plan as it may deem necessary or proper, all of which power shall be
executed in the best interests of the Company and in keeping with the
objectives of the Plan. This power includes but is not limited to selecting
award recipients, establishing all award terms and conditions and adopting
modifications, amendments and procedures, including those contemplated by
Section 15 of the Plan, as well as rules and regulations governing awards
under the Plan, and to make all other determinations necessary or advisable
for the administration of the Plan.
4.Eligibility
Any employee of the Company shall be eligible to receive one or more
awards under the Plan. "Employee" shall also include any former employee of
the Company eligible to receive an assumed or replacement award as
contemplated in Sections 5 and 8, and "Company" includes any entity that is
directly or indirectly controlled by the Company or any entity in which the
Company has a significant equity interest, as determined by the Committee.
5.Shares of Common Stock Subject to the Plan
Subject to the provisions of Section 6 of the Plan, the aggregate number
of shares of Common Stock ($.20 par value) of the Company ("shares") which
may be transferred to
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<PAGE>
participants under the Plan shall be 265,000 shares, plus any shares
available for grant on the date the Plan is approved by the Company's
shareholders, and any shares which subsequently become available to the
extent that outstanding stock options are terminated or cancelled under the
Company's 1985 Stock Option Plan for Key Employees and the 1981 Stock Bonus
Plan (the "Prior Plans"). The aggregate number of shares that may be issued
under awards pursuant to Section 8(c) of the Plan and the aggregate number
of shares that may be covered by awards granted to any single individual
under the Plan shall not exceed 275,000 shares. The aggregate number of
shares that may be represented by incentive stock options ("ISOs") intended
to comply with Section 422 of the Code shall not exceed 825,000 shares.
Shares subject to awards under the Plan, which expire, terminate or are
canceled without exercise or vesting shall thereafter be available for the
granting of other awards. Any shares tendered, either actually or by
attestation, by a person as full or partial payment made to the Company, on
or after the effective date of the Plan in connection with any exercise of
a stock option or receipt of shares under the Plan or Prior Plans shall
again be available for grants under the Plan. Further, in instances where a
stock appreciation right ("SAR") or other award is settled in cash, the
shares covered by such award shall remain available for issuance under the
Plan. Likewise, the payment of cash dividends and dividend equivalents paid
in cash in conjunction with outstanding awards shall not be counted against
the shares available for issuance. Any shares that are issued by the
Company, and any awards that are granted through the assumption, or in
substitution for, outstanding awards previously granted by an acquired
entity shall not be counted against the shares available for issuance under
the Plan.
Any shares issued under the Plan may consist in whole or in part of
authorized and unissued shares or of treasury shares, and no fractional
shares shall be issued under the Plan. Cash may be paid in lieu of any
fractional shares in settlements of awards under the Plan.
6.Adjustments and Reorganizations
In the event of any stock dividend, stock split, combination or exchange
of shares, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets to
shareholders, or any other change affecting shares or share price, such
proportionate adjustments, if any, as the Committee in its discretion may
deem appropriate to reflect such change shall be made with respect to (a)
the aggregate number of shares that may be issued under the Plan, (b) each
outstanding award made under the Plan, and (c) the exercise price per share
for any outstanding stock options, SARs or similar awards under the Plan.
In the event that the Company undergoes a change in control (as defined
by the Committee), or is liquidated or reorganized, or is not the surviving
company in a merger or consolidation with another company, and in the
absence of the surviving Company's assumption of outstanding awards made
under the Plan, the Committee may provide for appropriate adjustments,
including the acceleration of vesting, and settlements of such awards
either as of the time of award or at a subsequent date.
7.Fair Market Value
Fair Market Value for all purposes under the Plan shall mean the closing
price of a share as reported daily in the Wall Street Journal or similar
readily available public source for the date in question. If no sales of
shares were made on such date, the closing price of a share as reported for
the preceding day on which sales of shares were made shall be used.
12
<PAGE>
8.Awards
The Committee shall determine the type or types of award(s) to be made to
each participant. Awards may be granted singly, in combination or in
tandem. Awards also may be made in combination or in tandem with, in
replacement of, as alternatives to, or as the payment form for grants or
rights under any other employee or compensation plan of the Company
including the plan of any acquired entity. The types of awards that may be
granted under the Plan are:
a) Stock Options--This is a grant of a right to purchase a specified number
of shares during a specified period as determined by the Committee. The
purchase price per share for each stock option shall be not less than
100% of Fair Market Value on the date of grant, except if a stock option
is granted retroactively in tandem with or as a substitution for a SAR,
the exercise price may be no lower than the Fair Market Value of a share
on the date the SAR was granted. A stock option may be in the form of an
ISO which, in addition to being subject to applicable terms, conditions
and limitations established by the Committee, complies with Section 422
of the Code. The price at which shares may be purchased under a stock
option shall be paid in full at the time of the exercise in cash or such
other method permitted by the Committee, include (i) tendering (either
actually or by attestation) shares, (ii) surrendering a stock award
valued at Fair Market Value on the date of surrender, (iii) authorizing
a third party to sell the shares (or a sufficient portion thereof)
acquired upon exercise of a stock option and assigning the delivery to
the Company of a sufficient amount of the sale proceeds to pay for all
the shares acquired through such exercise, or (iv) any combination of
the above.
The Committee may grant stock options that provide for the award of a
new stock option when the exercise price has been paid for by tendering
shares to the Company. Such a stock option shall be limited to the
number of shares tendered, with the stock option purchase price set at
the then-current Fair Market Value, and shall not extend beyond the
remaining term of the originally exercised option.
b) SARs--This is a right to receive a payment, in cash and/or shares, equal
to the excess of the Fair Market Value of a specified number of shares
on the date the SAR is exercised over the Fair Market Value on the date
the SAR was granted as set forth in the applicable award agreement.
Except if a SAR is granted retroactively in tandem with or in
substitution for a stock option, the designated Fair Market Value in the
applicable award agreement for the date of grant shall be no lower than
the actual Fair Market Value of a share on such date of grant.
c) Stock Awards--This is an award made or denominated in shares or units
equivalent in value to shares. All or part of any stock award may be
subject to conditions and restrictions established by the Committee, and
set forth in the award agreement, which may include but are not limited
to continuous service with the Company, achievement of specific business
objectives and other measurements of individual, business unit or
Company performance.
9.Dividends and Dividend Equivalents
The Committee may provide that many awards under the Plan earn dividends
or dividend equivalents. Such dividends or dividend equivalents may be paid
currently or may be credited to a participant's account. Any crediting of
dividends or dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in
additional shares or share equivalents.
13
<PAGE>
10.Deferrals and Settlements
Payment of awards may be in the form of cash, stock, other awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee also may require or permit
participants to elect to defer the issuance of shares or the settlement of
awards in cash under such rules and procedures as it may establish under
the Plan. It also may provide that deferred settlements include the payment
or crediting of interest on the deferral amounts, or the payment or
crediting of dividend equivalents where the deferral amounts are
denominated in shares.
11.Transferability and Exercisability
Awards granted under the Plan shall not be transferable or assignable
other than by will or the laws of descent and distribution, except that the
Committee may provide for the transferability of particular awards: (a) by
gift or other transfer of an award to (i) any trust or estate in which the
original award recipient or such participant's spouse or other immediate
relative; has a substantial beneficial interest or (ii) a spouse or other
immediate relative; and (b) pursuant to a qualified domestic relations
order (as defined by the Code). However, any award so transferred shall
continue to be subject to all the terms and conditions contained in the
instrument evidencing such award.
In the event that a participant terminates employment with the Company to
assume a position with a governmental, charitable, educational or other
non-profit institution, the Committee may subsequently authorize a third
party, including but not limited to a "blind" trust, to act on behalf of
and for the benefit of such participant regarding any outstanding awards
held by the participant subsequent to such termination of employment. If so
permitted by the Committee, a participant may designate a beneficiary or
beneficiaries to exercise the rights of the participant and receive any
distribution under the Plan upon the death of the participant.
12.Award Agreements
Awards under the Plan shall be evidenced by agreements that set forth the
terms, conditions and limitations for each award which may include the term
of an award (except that in no event shall the term of any ISO exceed a
period of ten years from the date of its grant), the provisions applicable
in the event the participant's employment terminates, and the Company's
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind any award. The Committee need not require the execution of any such
agreement, in which case acceptance of the award by the participant shall
constitute agreement to the terms of the award.
13.Foreign Participation
In order to assure the viability of awards granted to participants
employed in foreign countries, the Committee may provide for such special
terms as it may consider necessary or appropriate to accommodate
differences in local law, tax policy, or custom. Moreover, the Committee
may approve such supplements to, or amendments, restatements or alternative
versions of the Plan as it may consider necessary or appropriate for such
purposes without thereby affecting the terms of the Plan as in effect for
any other purpose; provided, however, that no such supplements, amendments,
restatements or alternative versions shall increase the share limitations
contained in Section 5 of the Plan.
14.Plan Amendment
The Plan may be amended by the Committee as it deems necessary or
appropriate to better achieve the purposes of the Plan, except that no such
amendment which would increase the number of shares available for issuance
in accordance with Sections 5 and 6 of the Plan or cause the Plan not to
comply with Rule 16b-3 (or any successor rule) under the 1934 Act or
Section 162(m) of the Code shall be made without the approval of the
Company's shareholders.
14
<PAGE>
15.Tax Withholding
The company shall have the right to deduct from any settlement of an
award made under the Plan, including the delivery or vesting of shares, a
sufficient amount to cover withholding of any federal, state or local taxes
required by law, or to take such other action as may be necessary to
satisfy any such withholding obligations. The Committee may permit shares
to be used to satisfy required tax withholding and such shares shall be
valued at the Fair Market Value as of the settlement date of the applicable
award.
16.Other Benefit and Compensation Programs
Unless otherwise specifically determined by the Committee, settlements of
awards received by participants under the Plan shall not be deemed a part
of a participant's regular, recurring compensation for purposes of
calculating payments or benefits from any Company benefit plan, severance
program or severance pay law of any country. Further, the Company may adopt
other compensation programs, plans or arrangements as it deems appropriate
or necessary.
17.Unfunded Plan
Unless otherwise determined by the Committee, the Plan shall be unfunded
and shall not create (or be construed to create) a trust or a separate fund
or funds. The Plan shall not establish any fiduciary relationship between
the Company and any participant or other person. To the extent any person
holds any rights by virtue of a grant awarded under the Plan, such rights
(unless otherwise determined by the Committee) shall be no greater than the
rights of an unsecured general creditor of the Company.
18.Use of Proceeds
The cash proceeds received by the Company from the issuance of shares
pursuant to awards under the Plan shall be used for general corporate
purposes.
19.Regulatory Approvals
The implementation of the Plan, the granting of any award under the Plan,
and the issuance of shares upon the exercise or settlement of any award
shall be subject to the Company's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the
awards granted under it or the shares issued pursuant to it.
20.Future Rights
No person shall have any claim or rights to be granted an award under the
Plan, and no participant shall have any rights under the Plan to be
retained in the employ of the Company.
21.Governing Law
The validity, construction and effect of the Plan and actions taken or
relating to the Plan shall be determined in accordance with the laws of the
State of Utah and applicable federal law.
22.Successors and Assigns
The Plan shall be binding on all successors and assigns of a participant,
including, without limitation, the estate or such participant and the
executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the participant's creditors.
15
<PAGE>
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING COMMON
SHARES IS REQUIRED FOR THE APPROVAL OF THE ADOPTION OF THE LONG-TERM INCENTIVE
EQUITY PLAN. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THIS PROPOSAL. PROXIES SOLICITED BY THE BOARD
OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE ON THEIR
PROXY CARDS.
AMENDMENT TO 1989 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
On January 25, 1994, the Board of Directors unanimously adopted, subject to
shareholder approval, an amendment to the 1989 Stock Option Plan For Non-
Employee Directors, increasing the initial and annual option grant awards to
directors from 2,000 shares to 5,000 shares and increasing the accumulative
ceiling of option grant awards for a given director, under the Plan, from
20,000 shares to 45,000 shares.
The purpose of the 1989 Plan is to promote the interest of the Company and
its shareholders by attracting and retaining highly qualified, independent
directors with an investment and performance interest in the Company's future
success. The 1989 Plan is the only Evans & Sutherland option plan non-employee
directors are eligible to participate in.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING COMMON
SHARES IS REQUIRED FOR THE APPROVAL OF THE ADOPTION OF THE NON-EMPLOYEE
DIRECTORS PLAN. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THIS PROPOSAL. PROXIES SOLICITED BY THE BOARD
OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE ON THEIR
PROXY CARDS.
SELECTION OF AUDITORS
KPMG Peat Marwick, independent certified public accountants, has been
selected by the Board of Directors as the firm to audit the accounts and to
report on the financial statements of the Company for the current fiscal year
ending December 30, 1994. Neither KPMG Peat Marwick, nor any of its members has
any financial interest, direct or indirect, in the Company, nor has KPMG Peat
Marwick, nor any of its members ever been connected with the Company as
promoter, underwriter, voting trustee, director, officer or employee. It is
anticipated that a representative of KPMG Peat Marwick will attend the meeting
and shall be available to respond to appropriate questions. It is not
anticipated that the representative from KPMG Peat Marwick will make any
statement or presentation.
SHAREHOLDER PROPOSALS
Any proposal(s) to be submitted by a shareholder for consideration at the
next Annual Meeting of Shareholders to be held in 1995 must be received by the
Company on or before December 13, 1994.
OTHER MATTERS
The Board of Directors knows of no other matters to be acted upon at the
meeting. However, if any other matter properly comes before the meeting, it is
intended that the persons voting the proxies will vote them in accordance with
their best judgment.
Evans & Sutherland Computer
Corporation
Gary E. Meredith
Secretary
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<PAGE>
EVANS & SUTHERLAND COMPUTER CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 19, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Rodney S. Rougelot and Gary E. Meredith and each
of them, as proxies, with full power of substitution, and hereby authorizes them
to represent and vote, as designated below, all shares of Common Stock of Evans
& Sutherland Computer Corporation, a Utah corporation (the "Company"), held of
record by the undersigned on April 1, 1994, at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Company's offices at 600
Komas Drive, Salt Lake City, Utah 84108, on May 19, 1994, at 11:00 a.m., local
time, or at any adjournment or postponement thereof, upon the matters set forth
below, all in accordance with and as more fully described in the accompanying
Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which
is hereby acknowledged.
1. ELECTION OF DIRECTORS, such to serve a term of three years expiring at
the annual meeting of shareholders of the Company to be held in 1997 and
until their respective successors shall be duly elected and qualified,
[_] FOR ALL nominees listed below (except as marked to the contrary
below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below.
(Instruction: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Peter O. Crisp Ivan E. Sutherland
2. Proposal to Adopt the Evans & Sutherland 1994 Long-Term Incentive Equity
Plan
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to Amend the 1989 Stock Option Plan for Non-Employee Directors
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any
adjournment or adjournments thereof.
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 ELECTION OF THE DIRECTOR NOMINEES NAMED ABOVE. FOR THE PROPOSAL TO
ADOPT THE EVANS & SUTHERLAND 1994 LONG-TERM INCENTIVE EQUITY PLAN, AND FOR THE
PROPOSAL TO AMEND THE 1989 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
Please complete, sign and date this proxy where indicated and return it promptly
in the accompanying prepaid envelope.
Dated: ______________ _______________________________________________________
Signature Signature (if held jointly)
(Please sign above exactly as the shares are issued. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.)
