FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended December 31, 1998 Commission File Number 1-7233
STANDEX INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 31-0596149
(State of incorporation) (I.R.S. Employer Identification No.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices) (Zip Code)
(603) 893-9701
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES X .
NO .
The number of shares of Registrant's Common Stock outstanding on
December 31, 1998 was 13,005,165.
STANDEX INTERNATIONAL CORPORATION
I N D E X
Page No.
PART I. FINANCIAL INFORMATION:
Item 1.
Statements of Consolidated Income for the Three
and Six Months Ended December 31, 1998 and 1997 2
Consolidated Balance Sheets, December 31, 1998 3
and June 30, 1998
Statements of Consolidated Cash Flows for the
Six Months Ended December 31, 1998 and 1997 4
Notes to Financial Information 5-6
Item 2.
Management's Discussion and Analysis 7-9
Item 3.
Quantitative and Qualitative Disclosures About
Market Risk 10
PART II. OTHER INFORMATION:
Item 4.
Submission of Matters to a Vote of Security Holders 11
Item 6.
Exhibits and Reports on Form 8-K 11
PART I. FINANCIAL INFORMATION
<TABLE>
STANDEX INTERNATIONAL CORPORATION
Statements of Consolidated Income
(000 Omitted)
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net Sales $171,171 $168,090 $328,548 $309,151
Cost of Products Sold 112,560 111,309 220,020 206,505
Gross Profit Margin 58,611 56,781 108,528 102,646
Selling, General and
Administrative Expenses 40,351 40,640 74,568 72,113
Income from Operations 18,260 16,141 33,960 30,533
Other Income/(Expense):
Interest Expense (2,946) (2,878) (5,803) (4,970)
Interest Income 126 106 227 225
Other Income/(Expense) - net (2,820) (2,772) (5,576) (4,745)
Income Before Income Taxes 15,440 13,369 28,384 25,788
Provision for Income Taxes 6,036 5,047 11,023 9,807
Net Income $ 9,404 $ 8,322 $17,361 $15,981
Earnings Per Share:
Basic $ .72 $ .64 $ 1.33 $ 1.22
Diluted $ .72 $ .63 $ 1.33 $ 1.21
Cash Dividends Per Share $ .19 $ .19 $ .38 $ .38
</TABLE>
<TABLE>
STANDEX INTERNATIONAL CORPORATION
Consolidated Balance Sheets
(000 Omitted)
<CAPTION>
December 31 June 30
1998 1998
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 5,065 $ 9,256
Receivables, net of allowances for
doubtful accounts 102,517 98,531
Inventories (approximately 45%
finished goods, 20% work in
process, and 35% raw materials and
supplies) 125,641 122,950
Prepaid expenses 7,719 4,493
Total current assets 240,942 235,230
PROPERTY, PLANT AND EQUIPMENT 256,776 252,349
Less accumulated depreciation 152,521 149,376
Property, plant and equipment, net 104,255 102,973
OTHER ASSETS:
Goodwill, net 32,759 33,149
Prepaid pension cost 32,430 30,255
Other 10,837 9,635
Total other assets 76,026 73,039
TOTAL $421,223 $411,242
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of debt $ 4,791 $ 2,995
Accounts payable 38,344 37,748
Income taxes 8,131 5,755
Accrued expenses 39,976 39,789
Total current liabilities 91,242 86,287
LONG-TERM DEBT (less current portion included above) 155,069 163,448
DEFERRED INCOME TAXES AND OTHER LIABILITIES 15,867 15,310
STOCKHOLDERS' EQUITY:
Common stock 41,976 41,976
Additional paid-in capital 8,835 8,517
Retained earnings 336,533 324,130
Accumulated other comprehensive income (802) (2,729)
Less cost of treasury shares (227,497) (225,697)
Total stockholders' equity 159,045 146,197
TOTAL $421,223 $411,242
</TABLE>
<TABLE>
STANDEX INTERNATIONAL CORPORATION
<CAPTION>
STATEMENTS OF CONSOLIDATED CASH FLOWS
(000 OMITTED)
Six Months Ended
December 31
1998 1997
Cash Flows from Operating Activities:
<S> <C> <C>
Net income $17,361 $15,981
Depreciation and amortization 7,506 6,771
Net changes in assets and liabilities (8,394) (8,758)
Net Cash Provided by Operating Activities 16,473 13,994
Cash Flows from Investing Activities:
Expenditures for property and equipment (8,658) (8,428)
Expenditures for acquisitions (439) (46,769)
Other 1,188 (6)
Net Cash Used for Investing Activities (7,909) (55,203)
Cash Flows from Financing Activities:
Proceeds from additional borrowings 26,804 56,150
Net payments of debt (33,387) (343)
Cash dividends paid (4,958) (4,968)
Purchase of treasury stock (2,514) (6,130)
Other, net 1,032 1,728
Net Cash Provided by/(Used for) Financing
Activities (13,023) 46,437
Effect of Exchange Rate Changes on Cash 268 (16)
Net Change in Cash and Cash Equivalents (4,191) 5,212
Cash and Cash Equivalents at Beginning of Year 9,256 6,149
Cash and Cash Equivalents at December 31 $ 5,065 $11,361
Supplemental Disclosure of Cash Flow Information:
Cash paid during the six months for:
Interest $ 5,471 $ 4,596
Income taxes $ 8,646 $ 7,483
</TABLE>
NOTES TO FINANCIAL INFORMATION
1. Management Statement
The financial statements as reported in Form 10-Q reflect all
adjustments (including those of a normal recurring nature) which are, in
the opinion of management, necessary to a fair statement of results for
the three and six months ended December 31, 1998 and 1997.
These financial statements should be read in conjunction with the
audited financial statements as of June 30, 1998. Accordingly, footnote
disclosures that would substantially duplicate the disclosures contained
in the latest audited financial statements have been omitted from this
filing.
2. Per Share Calculation
<TABLE>
The following table sets forth the number of shares (in thousands) used
in the computation of basic and diluted earnings per share:
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1998 1997 1998 1997
Basic - Average Shares
<S> <C> <C> <C> <C>
Outstanding 13,005 13,050 13,030 13,080
Effect of Dilutive Securities:
Stock Options 68 187 68 174
Diluted - Average Shares
Outstanding 13,073 13,237 13,098 13,254
</TABLE>
Both basic and diluted incomes are the same for computing earnings per
share.
Cash dividends per share have been computed based on the shares
outstanding at the time the dividends were paid. The shares (in
thousands) used in this calculation for the three months and six months
ended December 31, 1998 and 1997:
1998 1997
Quarter 13,012 13,033
Year-to-date 13,047 13,074
3. Contingencies
The Company is a party to various claims and legal proceedings related
to environmental and other matters generally incidental to its business.
Management has evaluated each matter based, in part, upon the advice of
its independent environmental consultants and in-house counsel and has
recorded an appropriate provision for the resolution of such matters in
accordance with Statement of Financial Accounting Standards (SFAS) No.
5, "Accounting for Contingencies." Management believes that such
provision is sufficient to cover any future payments, including legal
costs, under such proceedings.
4.Comprehensive Income
Effective July 1, 1998, the Company adopted SFAS No. 130 "Reporting
Comprehensive Income." Currently, in addition to net income, the only
item, which would be included in comprehensive income, is foreign
currency translation adjustments. For the six months ended December 31,
1998 and 1997, comprehensive income (net of taxes) totaled approximately
$18,517,000 and $16,168,000 respectively.
5.Restructuring Charge
In June 1998, the Company recorded a restructuring charge of $12,758,000
before taxes. This action was intended to close, dispose of, or
liquidate certain small underperforming and unprofitable operating
plants, product lines and businesses. The charge was recorded in the
line item "Restructuring Charge" on the Statements of Consolidated
Income of the 1998 Annual Report. As part of this restructuring the
Company sold its Christmas Tree Stand product line in the second quarter
and its SXI Technologies division in January 1999 for cash and notes.
<TABLE>
The following schedule reflects the Company's restructuring activities
(in thousands) for the six months ended December 31, 1998:
<CAPTION>
Involuntary
Employee
Severance and Asset Shutdown
Benefit Costs Impairment Costs Total
<S> <C> <C> <C> <C>
Reserve Beginning Balance $1,665 $10,061 $1,032 $12,758
Expended:
Cash 927 0 413 1,340
Non Cash (disposals and write-offs) 0 4,607 0 4,607
Committed 846 3,290 400 4,536
Expected Additional Expenditures 0 2,025 250 2,275
Change in Estimates (108) 139 (31) 0
</TABLE>
6.Senior Unsecured Notes
In October, the Company negotiated unsecured loan agreements with two
institutional lenders in the amount of $25 million. The loans have a
fixed interest rate of 6.8% and are repayable in lump-sum payments in
October 2008. The financial covenants of the new loan agreements are
similar to those under the Company's revolving credit agreement. The
proceeds were used to refinance existing short-term indebtedness and for
general corporate purposes.
STANDEX INTERNATIONAL CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Statements contained in the following "Management Discussion and Analysis"
that are not based on historical facts are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "expect," "believe," "estimate,"
"anticipate," "continue," or similar terms or variations of those terms or
negative of those terms. There are many factors that affect the Company's
business and the results of its operations and may cause the actual results
of operations in future periods to differ materially from those currently
expected or desired. These factors include uncertainties in competitive
pricing pressures, general domestic and international business and economic
conditions and market demand.
MATERIAL CHANGES IN FINANCIAL CONDITION
During the first six months of fiscal 1999, the Company invested $8.7
million in plant and equipment, purchased $2.5 million of the Company's
Common Stock, paid down $33.4 million in debt and paid out $5 million in
cash dividends to the Company's shareholders. To fund these expenditures,
the Company utilized $26.8 million in proceeds from additional borrowings
and $16.5 million in net operating cash flows.
In October, the Company negotiated unsecured loan agreements with two
institutional lenders in the amount of $25 million. The agreements have
fixed interest rates of 6.8% and are repayable in lump-sum payments in
October 2008. These unsecured notes are more fully described in the Notes
to Financial Information.
The Company's policy of using its funds to make acquisitions when
conditions are favorable, invest in property, plant and equipment, pay
dividends and purchase its Common Stock is expected to continue.
Restructuring Charge - In June of fiscal year 1998, the Company recorded a
restructuring charge of $12.8 million before taxes. This action was
intended to close, dispose of, or liquidate certain small underperforming
and unprofitable operating plants, product lines and businesses. The
charge was recorded in the line item "Restructuring Charge" on the
Statements of Consolidated Income in the fiscal 1998 Annual Report. This
charge and the reserve activity are discussed in the Notes to Financial
Information. As part of this restructuring the Company sold its Christmas
Tree Stand product line in the second quarter and its SXI Technologies
division in January for cash and notes.
Year 2000 Computer Issues - Under a program started in November 1997, the
Company conducted a review of its computer systems and identified the
programs and applications that were affected by the widely discussed
software problems associated with the Year 2000. As of December 31, 1998
the Company's systems have either been appropriately modified and tested or
have been replaced with software that is Year 2000 compliant. The only
exceptions are the final implementations of new systems at two relatively
small foreign units scheduled for the second half of fiscal 1999.
Management believes that any delays or failure to complete this final stage
of its Year 2000 program will not have a material impact on the Company's
operations or its financial position. The total cost of modifying and
testing all programs, which has been charged to expense (primarily in
fiscal year 1998), was approximately $600,000.
The Company has also communicated with key suppliers, financial
institutions and others with which it does business, to assure that such
third parties are also timely addressing and rectifying their "Year 2000"
issues. However, the Company believes it has alternate vendors who could
provide for the Company's needs if current vendors are negatively impacted.
Several new accounting pronouncements (Statement of Financial Accounting
Standards (SFAS) Nos. 130,131, and 132 and Statement of Position No. 98-1)
have been adopted as of July 1, 1998 and concern comprehensive income,
segment reporting, pension and other post retirement benefit disclosures,
and cost of internally used computer software. The adoption of these
pronouncements had no material effect on the Company's consolidated
financial statements. SFAS No. 130 (Reporting Comprehensive Income) is
more fully described in the Notes to Financial Information. SFAS, No. 133
(Accounting for Derivative Instruments and Hedging Activities) will be
adopted in the next fiscal year and is not expected to have a material
effect on the Company's consolidated financial statements.
OPERATIONS
Quarter Ended December 31, 1998
As compared to the Quarter Ended December 31, 1997
For the second quarter ended December 31, 1998, Net Sales increased by $3.1
million as compared to the second quarter of the prior year. The effect of
changes in the average foreign exchange rates from December 31, 1997 to
December 31, 1998 on Net Sales for the quarter was not significant.
Net Sales in the Food Service and Industrial Segments were flat as compared
to the prior year due to several factors, none of which were significant.
The Consumer Segment's Net Sales increased by $2.7 million when compared to
the prior year due to a high demand for air distribution ducting from the
Standex Air Distribution Products division and increased consumer demand at
the Company's Berean Christian Stores.
The Gross Profit Margin Percentage (GPMP) increased to 34.2%, as compared
to the prior year's percentage of 33.8%. The GPMP reported by the Consumer
and Industrial Segments increased slightly from the previous year's
percentages; however, none of the changes were individually significant.
The Food Service Segment reported an increase in GPMP from 29.2% last year
to 31.3% in the current year as a result of productivity gains and reduced
costs at several divisions.
For the three months ended December 31, 1998 Selling, General and
Administrative Expenses decreased by $289,000, or 0.7%. None of the
fluctuations reported by the Company's three segments were individually
significant.
In the second quarter of fiscal 1999, Interest Expense remained
approximately the same as reported in the prior year. While the Company
incurred moderately higher average interest rates as compared to the prior
year, average borrowings were lower for the same period.
The above factors resulted in a $2.1 million increase in Income Before
Income Taxes as compared to the prior year. The effective tax rate in the
first quarter rose to 39.1% from 37.8% reported in the second quarter of
the prior year due mainly to reduced foreign tax credits.
As a result of the above activity, Net Income for the second quarter of
fiscal 1999 increased by $1.1 million, or 13.0%, over the same period in
the prior year.
Six Months Ended December 31, 1998
As compared to the Six Months Ended December 31, 1997
Net Sales for the first six months of fiscal 1998 increased $19.4 million
as compared to the same period in the prior year. The majority of this
increase came from the added sales of ACME Manufacturing Company (ACME)
which was acquired in early October 1997. These added sales were partially
offset by the absence of sales from the Doubleday Bros. product lines,
which were disposed of in the prior year. Excluding the acquisition and
dispositions, management believes the majority of fluctuations in Net Sales
reported by each segment are a result of changes in unit volumes and
customer demand. In addition, although changes in the average foreign
exchange rates from December 31, 1997 to December 31, 1998 have had a
negative impact on Net Sales, the total effect was not significant.
For the six months ended December 31, 1998, both the Food Service and
Industrial Segments reported minor decreases in Net Sales as compared to
the prior year. The reduction in the Industrial Segment was caused by the
absence of sales due to the disposition of the Doubleday Bros. product
lines in the second half of fiscal 1998. The decline in the Food Service
Segment is attributed to several factors, none of which was material. The
Consumer Segment's Net Sales increased by $22.1 million when compared to
last year due to the acquisition of ACME and improved demand, as noted
above.
The Gross Profit Margin Percentage (GPMP) for the six months ended December
31, 1998 remained the same (at approximately 33%) for both current and
prior year. The Food Service Segment reported a GPMP of 30.8%, as compared
to the prior year percentage of 28.9% resulting from production
efficiencies and reduced costs at several companies. The GPMP reported in
the Consumer Segment fell to 34.6%, a decline from the previous year's
percentage of 35.8% due to lower initial margins at ACME. The Industrial
Segment's GPMP remained flat at 32.4% in fiscal 1998 versus 32.6% last
year.
Selling, General and Administrative Expenses (SG&A) increased by $2.5
million when compared to the same period in the prior year. The majority
of this increase ($2.2 million) was from the additional SG&A expenses of
ACME. None of the remaining fluctuations reported by the Company's three
segments were individually significant and corresponded with the changes in
Net Sales discussed above.
Interest Expense increased by 16.8%, or $833,000, when compared to the
first six months of fiscal 1998, due to increased borrowings ($45 million)
to finance the ACME acquisitions and moderately higher average interest
rates. In the current year, the Company recorded six months of interest
charges on the increased borrowings related to the ACME acquisition as
compared to three months in the prior year.
The above factors resulted in a $2.6 million increase in Income Before
Taxes as compared to the same period of the prior year. The effective tax
rate increased slightly from 38% in fiscal 1998 to 38.8% in fiscal 1999 for
the same reasons described above in the discussion of quarterly results.
Due to the factors described above, Net Income for the six months ended
December 31, 1998 increased $1.4 million, or 8.6%, when compared to the
same period of the prior year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a number of market risks, primarily the effects
of changes in foreign currency exchange rates and interest rates.
Investments in foreign subsidiaries and branches, and their resultant
operations, denominated in foreign currencies, create exposures to changes
in exchange rates. The Company's use of its bank credit agreements
creates an exposure to changes in interest rates. The effect of changes
in exchange rates and interest rates on the Company's earnings has been
relatively insignificant compared to other factors that also affect
earnings, such as business unit sales and operating margins. The Company
does not hold or issue financial instruments for trading, profit or
speculative purposes.
Based on historical foreign currency rate movements and the fair value of
market-rate sensitive instruments at December 31, 1998, the Company does
not believe that near term changes in foreign currency or interest rates
will have a material impact on its future earnings, fair values or cash
flows.
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders of the Company was held on
October 27, 1998. Four matters were voted upon at the meeting: the
election of directors, the adoption of a long term incentive plan,
an amendment to the Certificate of Incorporation of the Company and
the approval of the appointment of independent auditors of the
Company.
The name of each director elected at the meeting and the number of
votes cast as to each matter are as follows:
Proposal 1 (Election of Directors)
Nominee For Withheld
Thomas L. King 10,752,014 191,760
Edward F. Paquette 10,661,162 282,613
Sol Sackel 10,737,241 206,533
Proposal 2 (Adoption of 1998 Long Term Incentive Plan)
For Against No Vote Abstain
8,931,992 853,046 1,009,275 149,161
Proposal 3 (Amendment to Certificate of Incorporation increasing the
Common Stock authorized for Issuance to 60,000,000 shares)
For Against Abstain
9,401,454 1,454,042 88,278
Proposal 4 (Appointment of Auditors)
For Against Abstain
10,880,758 21,067 41,949
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3(i) Amendment to Restated Certificate of Incorporation
approved by Stockholders on October 27, 1998.
10. 1998 Long Term Incentive Plan approved by Stockholders
and effective on October 27, 1998.
27. Financial Data Schedule.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K with the Securities and
Exchange Commission during the quarter ended December 31, 1998. The
item reported was the adoption of a Stockholders' Rights Agreement.
The date on which the report was filed was December 18, 1998.
ALL OTHER ITEMS ARE INAPPLICABLE
STANDEX INTERNATIONAL CORPORATION
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
STANDEX INTERNATIONAL CORPORATION
Date: February 11, 1999 /s/ Robert R. Kettinger
Robert R. Kettinger
Corporate Controller
Date: February 11, 1999 /s/ Edward F. Paquette
Edward F. Paquette
Vice President/CFO
EXHIBIT 3(i)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Standex International Corporation, a corporation organized
and existing under and by virtue of the General Corporation Law
of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of
Standex International Corporation on July 29, 1998, a vote was
duly adopted setting forth a proposed amendment to the Restated
Certificate of Incorporation of said corporation, declaring said
Amendment to be advisable and calling for consideration thereof
at the Annual Meeting of Stockholders of said corporation. The
vote setting forth the proposed amendment is as follows:
VOTED: That this Board declares it
advisable that Article Fourth of the
Restated Certificate of Incorporation be
amended as follows: "FOURTH: The total
number of shares of stock which the
Corporation shall have authority to
issue is sixty million (60,000,000)
shares of Common Stock, par value $1.50
per share."
FURTHER
VOTED: That the Secretary is hereby
authorized and directed to submit the
proposal of such amendment for adoption
by the Stockholders at the Annual
Meeting of Stockholders to be held on
October 27, 1998.
SECOND: That thereafter, pursuant to resolution of its
Board of Directors, the Annual Meeting of Stockholders of said
Corporation was dully called and held on October 27, 1998, upon
notice and in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, Standex International Corporation has
caused this Certificate to be signed by Edward J. Trainor, its
President and Chief Executive Officer and attested by Deborah A.
Rosen, its Secretary, this 29th day of October, 1998.
STANDEX INTERNATIONAL CORPORATION
By: /s/Edward J. Trainor
____________________________________
Edward J. Trainor, President/CEO
(Corporate Seal)
ATTEST:
By: /s/ Deborah A. Rosen
______________________________
Deborah A. Rosen, Secretary
State of New Hampshire )
County of Rockingham ) SS.
Then personally appeared Edward J. Trainor and Deborah A.
Rosen, known to me to be the President/CEO and Secretary
respectively of Standex International Corporation and
acknowledged the foregoing instrument to be the free act and deed
of Standex International Corporation.
Dated: October 29, 1998
/s/Steven G. Brown
_____________________________________
Steven G. Brown, Notary Public
EXHIBIT 10
STANDEX INTERNATIONAL CORPORATION
1998 LONG TERM INCENTIVE PLAN
1. DEFINITIONS.
"Award" means, individually or collectively, a grant under
the Plan of Non-Statutory Stock Options, Incentive Stock Options,
Stock Awards and Performance Awards.
"Award Agreement" means an agreement evidencing and setting
forth the terms of an Award.
"Board of Directors" means the board of directors of the
Company.
"Change in Control" means a change in control
notwithstanding any other provision to the contrary in this Plan,
in the event of a Change in Control (as defined below), all
options outstanding as of the date such Change in Control occurs
shall become exercisable in full, whether or not otherwise
exercisable in accordance with their terms.
A "Change in Control" shall occur or be deemed to have
occurred only if any of the following events occur:
(a) any "person", as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, (the
"1934 Act"), (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company, or any corporation owned directly or indirectly by
the stockholders of Company in substantially the same proportion
as their ownership of stock of the Company) is or becomes the
"beneficial owner" (as defined in Rule 13(d) under the 1934 Act),
directly or indirectly, of securities of the Company representing
50% or more of the combined voting power of the Company's then
outstanding securities;
(b) individuals who, as of July 29, 1998, constitute the Board
of Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to July 29, 1998,
whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election
contest relating to the election of the directors of the Company,
as such terms are used in Rule 14a-11 of Regulation 14A under the
1934 Act) shall be, for purposes of this Section, considered a
member of the Incumbent Board;
(c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation,
other than (i) a merger or consolidation which would
result in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or being
converted into voting securities of the surviving entity)
more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation effected
to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as hereinabove
defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or
(d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee designated by the Board of
Directors, pursuant to Section 2 of the Plan.
"Common Stock" means the Common Stock of the Company, par
value, $1.50 per share.
"Company" means Standex International Corporation
"Date of Grant" means the effective date of an Award.
"Disability" means any mental or physical condition with
respect to which the Participant qualifies for and receives
benefits for under a long-term disability plan of the Company or
any subsidiary corporation, or in the absence of such a long-term
disability plan or coverage under such a plan, "Disability" shall
mean a physical or mental condition which, in the sole discretion
of the Committee, is reasonably expected to be of indefinite
duration and to substantially prevent the Participant from
fulfilling his duties or responsibilities to the Company or any
subsidiary corporation.
"Effective Date" means the date the Plan is approved by a
majority of the shareholders, as provided for in Section 20 of
the Plan.
"Employee" means any person employed by the Company or any
subsidiary corporation. Directors who are employed by the Company
or any subsidiary corporation shall be considered Employees under
the Plan.
"Exchange Act" or the "1934 Act" means the Securities
Exchange Act of 1934, as amended.
"Exercise Price" means the price at which a Participant may
purchase a share of Common Stock pursuant to an Option.
"Fair Market Value" means the market price of Common Stock,
determined by the Committee as follows:
(a) If the Common Stock was traded on the date in question on
The New York Stock Exchange then the Fair Market Value shall be
equal to the closing price quoted for such date by The New York
Stock Exchange;
(b) If the Common Stock was traded on a stock exchange on the
date in question, then the Fair Market Value shall be equal to
the closing price reported by the applicable composite
transactions report for such date; and
(c) If neither of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee in
good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the
Committee shall be based on the prices reported in THE WALL
STREET JOURNAL. The Committee's determination of Fair Market
Value shall be conclusive and binding on all persons.
"Incentive Stock Option" means a stock option granted to a
Participant, pursuant to Section 7 of the Plan, that is intended
to meet the requirements of Section 422 of the Code.
"Non-Statutory Stock Option" means a stock option granted to
a Participant pursuant to the terms of the Plan, but which is not
intended to be and is not identified as an Incentive Stock Option
or a stock option granted under the Plan which is intended to be
and is identified as an Incentive Stock Option but which does not
meet the requirements of Section 422 of the Code.
"Option" means an Incentive Stock Option or Non-Statutory
Stock Option.
"Outside Director" means a member of the Boards of Directors
of the Company or any subsidiary corporation who is not also an
Employee of the Company or any subsidiary corporation.
"Participant" means any person who holds an outstanding
Award.
"Performance Award" means an Award granted to a Participant
pursuant to Section 9
of the Plan.
"Plan" means this Standex International Corporation 1998
Long Term Incentive Plan.
"Retirement" means retirement from employment with the
Company or any subsidiary corporation in accordance with the
retirement policies of the Company or any subsidiary corporation,
as applicable, then in effect. "Retirement" with respect to an
Outside Director means the termination of service from the Board
of Directors of the Company or any subsidiary corporation
following written notice to the Board of Directors of such
Outside Director's intention to retire.
"Stock Award" means an Award granted to a Participant
pursuant to Section 8 of the Plan.
"Termination for Cause" shall mean, in the case of an
Outside Director, removal from the Board of Directors or, in the
case of an Employee, unless defined differently under any
employment agreement with the Company or any subsidiary
corporation, termination of employment, because of a material
loss or injury to the Company or any subsidiary corporation, or
misconduct in the performance of the Employee's employment
duties, as determined by and in the sole discretion of the Board
of Directors or its designee(s).
2. ADMINISTRATION.
(a) The Committee shall administer the Plan. The Committee shall
consist of two or more disinterested directors of the
Company, who shall be appointed by the Board of Directors. A
member of the Board of Directors shall be deemed to be
"disinterested" only if he satisfies (i) such requirements as
the Securities and Exchange Commission may establish for non-
employee directors administering plans intended to qualify
for exemption under Rule 16b-3 (or its successor) under the
Exchange Act and (ii) such requirements as the Internal
Revenue Service may establish for outside directors acting
under plans intended to qualify for exemption under Section
162(m)(4)(C) of the Code. The Board of Directors may also
appoint one or more separate committees of the Board of
Directors, each composed of one or more directors of the
Company or any subsidiary corporation who need not be
disinterested and who may grant Awards and administer the
Plan with respect to Employees and Outside Directors who are
not considered officers or directors of the Company under
Section 16 of the Exchange Act or for whom Awards are not
intended to satisfy the provisions of Section 162(m) (or its
successor) of the Code.
(b) The Committee shall (i) select the Employees and Outside
Directors who are to receive Awards under the Plan, (ii)
determine the type, number, vesting requirements and other
features and conditions of such Awards, (iii) interpret the
Plan and (iv) make all other decisions relating to the
operation of the Plan. The Committee may adopt such rules or
guidelines as it deems appropriate to implement the Plan.
The Committee's determinations under the Plan shall be final
and binding on all persons.
(c) Each Award shall be evidenced by a written agreement ("Award
Agreement") containing such provisions as may be approved by
the Committee. Each Award Agreement shall constitute a
binding contract between the Company or any subsidiary
corporation and the Participant, and every Participant, upon
acceptance of the Award Agreement, shall be bound by the
terms and restrictions of the Plan and the Award Agreement.
The terms of each Award Agreement shall be in accordance with
the Plan, but each Award Agreement may include such
additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional
provisions and restrictions are not inconsistent with the
terms of the Plan. In particular and at a minimum, the
Committee shall set forth in each Award Agreement (i) the
type of Award granted (ii) the Exercise Price of any Option,
(iii) the number of shares subject to the Award, (iv) the
expiration date of the Award, (v) the manner, time, and rate
(cumulative or otherwise) of exercise or vesting of such
Award, and (vi) the restrictions, if any, placed upon such
Award, or upon shares which may be issued upon exercise of
such Award. The Chairman of the Committee and such other
directors and officers as shall be designated, in writing, by
the Committee is hereby authorized to execute Award
Agreements on behalf of the Company or any subsidiary
corporation and to cause them to be delivered to the
recipients of Awards.
(d) The Committee may delegate, in writing, all authority for:
(i) the determination of forms of payment to be made by or
received by the Plan and (ii) the execution of any Award
Agreement. The Committee may rely on the descriptions,
representations, reports and estimates provided to it by the
management of the Company or any subsidiary corporation for
determinations to be made pursuant to the Plan, including the
satisfaction of any conditions of a Performance Award.
However, only the Committee or a portion of the Committee may
certify the attainment of any conditions of a Performance
Award intended to satisfy their requirements of Section
162(m) of the Code.
3. TYPES OF AWARDS AND RELATED RIGHTS.
The following Awards may be granted under the Plan:
(a) Non-Statutory Stock Options.
(b) Incentive Stock Options.
(c) Stock Awards
(d) Performance Awards
4. STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 14 of the Plan, the
maximum number of shares reserved hereby for purchase pursuant to
the exercise of Options and Option-related Awards granted under
the Plan is 800,000. The shares of Common Stock issued under the
Plan may be either authorized but unissued shares or authorized
shares previously issued and acquired or reacquired by the
Company. To the extent that Options are granted under the Plan,
the shares underlying such Options will be unavailable for any
other use including future grants under the Plan except that, to
the extent that such Options terminate, expire, or are forfeited
without having been exercised, new Awards may be made with
respect to these shares.
5. ELIGIBILITY.
Subject to the terms of the Plan, all Employees and Outside
Directors shall be eligible to receive Awards under the Plan. In
addition, the Committee may grant eligibility to consultants of
the Company or any subsidiary corporation.
6. NON-STATUTORY STOCK OPTIONS.
The Committee may, subject to the limitations of this Plan and
the availability of shares of Common Stock reserved but not
previously awarded under the Plan, grant Non-Statutory Stock
Options to eligible individuals upon such terms and conditions as
it may determine to the extent such terms and conditions are
consistent with the following provisions:
(a) Exercise Price. The Committee shall determine the Exercise
Price of each Non-Statutory Stock Option. However, the Exercise
Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant.
(b) Terms of Non-Statutory Stock Options. The Committee shall
determine the term during which a Participant may exercise a Non-
Statutory Stock Option, but in no event may a Participant
exercise a Non-Statutory Stock Option, in whole or in part, more
than ten (10) years from the Date of Grant. The Committee shall
also determine the date on which each Non-Statutory Stock Option,
or any part thereof, first becomes exercisable and any terms or
conditions a Participant must satisfy in order to exercise each
Non-Statutory Stock Option. The shares of Common Stock
underlying each Non-Statutory Stock Option may be purchased in
whole or in part by the Participant at any time during the term
of such Non-Statutory Stock Option, or any portion thereof,
becomes exercisable.
(c) Non-Transferability. Unless otherwise determined by the
Committee in accordance with this Section 6(c), a Participant
may not transfer, assign, hypothecate, or dispose of in any
manner, other than by will or the laws of intestate
succession, a Non-Statutory Stock Option. The Committee may,
however, in its sole discretion, permit transferability or
assignment of a Non-Statutory Stock Option if such transfer
or assignment is, in its sole determination, for valid estate
planning purposes and such transfer or assignment is
permitted under the Code and Rule 16b-3 under the Exchange
Act. For purposes of this Section 6(c), a transfer for valid
estate planning purposes includes, but is not limited to: (a)
a transfer to a revocable intervivos trust as to which the
Participant is both the settlor and trustee, or (b) a
transfer for no consideration to: (i) any member of the
Participant's Immediate Family, (ii) any trust solely for
the benefit of members of the Participant's Immediate Family,
(iii) any partnership whose only partners are members of the
Participant's Immediate Family, and (iv) any limited
liability corporation or corporate entity whose only members
or equity owners are members of the Participant's Immediate
Family. For purposes of this Section 6(c), "Immediate
Family" includes, but is not limited to the Participant's
spouse, children or grandchildren. Approval by the Committee
to transfer or assign any Non-Statutory Stock Option or
portion thereof does not mean that such approval will be
given with respect to any other Non-Statutory Stock Option or
portion thereof. The transferee or assignee of any Non-
Statutory Stock Option shall be subject to all of the terms
and conditions applicable to such Non-Statutory Stock Option
immediately prior to the transfer or assignment and shall be
subject to any other conditions proscribed by the Committee
with respect to such Non-Statutory Stock Option.
(d) Termination of Employment or Service (General). Unless
otherwise determined by the Committee, upon the termination of a
Participant's employment or other service for any reason other
than Retirement, Disability or death, a Change in Control, or
Termination for Cause, the Participant may exercise only those
Non-Statutory Stock Options that were immediately exercisable by
the Participant at the date of such termination and only for a
period of three (3) months following the date of such
termination.
(e) Termination of Employment or Service (Retirement). Unless
otherwise determined by the Committee, in the event of a
Participant's Retirement, the Participant's may exercise only
those Non-Statutory Stock Options that were immediately
exercisable by the Participant at the date of Retirement and only
for a period of one (1) year following the date of Retirement.
(f) Termination of Employment or Service (Disability or Death).
Unless otherwise determined by the Committee, in the event of the
termination of a Participant's employment or other service due to
Disability or death, all Non-Statutory Stock Options held by such
Participant shall immediately become exercisable and remain
exercisable for a period one (1) year following the date of such
termination.
(g) Termination of Employment or Service (Change in Control).
Unless otherwise determined by the Committee, in the event of the
termination of a Participant's employment or service within
twenty-four (24) months of a Change in Control, all Non-Statutory
Stock Options held by such Participant shall immediately become
exercisable and remain exercisable for a period of three (3)
years following the date of such termination.
(h) Termination of Employment or Service (Termination For
Cause). Unless otherwise determined by the Committee, in the
event of a Participant's Termination for Cause, all rights with
respect to the Participant's Non-Statutory Stock Options shall
expire immediately upon the effective date of such Termination
for Cause.
(i) Payment. Payment due to a Participant upon the exercise of
a Non-Statutory Stock Option shall be made in the form of shares
of Common Stock.
(j) Maximum Individual Award. No individual Employee shall be
granted an amount of Non-Statutory Stock Options which exceeds
25% of all Options eligible to be granted under the Plan within
any 12-month period.
(k) Cancellation. Notwithstanding the foregoing, any Option may
be cancelled by the Committee at any time, if in the opinion of
the Committee, the Participant engages in activities contrary to
the interests of the Company or any of its subsidiaries.
7. INCENTIVE STOCK OPTIONS.
The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but unawarded
under this Plan, grant Incentive Stock Options to an Employee
upon such terms and conditions as it may determine to the extent
such terms and conditions are consistent with the following
provisions:
(a) Exercise Price. The Committee shall determine the Exercise
Price of each Incentive Stock Option. However, the Exercise
Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant; provided, however, that if at
the time an Incentive Stock Option is granted, the Employee owns
or is treated as owning, for purposes of Section 422 of the Code,
Common Stock representing more than 10% of the total combined
voting securities of the Company ("10% Owner"), the Exercise
Price shall not be less than 110% of the Fair Market Value of the
Common Stock on the Date of Grant.
(b) Amounts of Incentive Stock Options. To the extent the
aggregate Fair Market Value of shares of Common Stock with
respect to which Incentive Stock Options that are exercisable for
the first time by an Employee during any calendar year under the
Plan and any other stock option plan of the Company or any
subsidiary corporation exceeds $100,000, or such higher value as
may be permitted under Section 422 of the Code, such Options in
excess of such limit shall be treated as Non-Statutory Stock
Options. Fair Market Value shall be determined as of the Date of
Grant with respect to each such Incentive Stock Option.
(c) Terms of Incentive Stock Options. The Committee shall
determine the term during which a Participant may exercise an
Incentive Stock Option, but in no event may a Participant
exercise an Incentive Stock Option, in whole or in part, more
than ten (10) years from the Date of Grant; provided, however,
that if at the time an Incentive Stock Option is granted to an
Employee who is a 10% Owner, the Incentive Stock Option granted
to such Employee shall not be exercisable after the expiration of
five (5) years from the Date of Grant. The Committee shall also
determine the date on which each Incentive Stock Option, or any
part thereof, first becomes exercisable and any terms or
conditions a Participant must satisfy in order to exercise each
Incentive Stock Option. The shares of Common Stock underlying
each Incentive Stock Option may be purchased in whole or in part
at any time during the term of such Incentive Stock Option after
such Option becomes exercisable.
(d) Non-Transferability. No Incentive Stock Option shall be
transferable except by will or the laws of descent and
distribution and is exercisable, during his lifetime, only by the
Employee to whom the Committee grants the Incentive Stock Option.
The designation of a beneficiary does not constitute a transfer
of an Incentive Stock Option.
(e) Termination of Employment (General). Unless otherwise
determined by the Committee, upon the termination of a
Participant's employment or other service for any reason other
than Retirement, Disability or death, a Change in Control, or
Termination for Cause, the Participant may exercise only those
Incentive Stock Options that were immediately exercisable by the
Participant at the date of such termination and only for a period
of three (3) months following the date of such termination.
(f) Termination of Employment (Retirement). Unless otherwise
determined by the Committee, in the event of a Participant's
Retirement, the Participant may exercise only those Incentive
Stock Options that were immediately exercisable by the
Participant at the date of Retirement and only for a period of
one (1) year following the date of Retirement. Any Option
originally designated as an Incentive Stock Option shall be
treated as a Non-Statutory Stock Options to the extent the
Participant exercises such Option more than three (3) months
following the Date of the Participant's Retirement.
(g) Termination of Employment (Disability or Death). Unless
otherwise determined by the Committee, in the event of the
termination of a Participant's employment or other service due to
Disability or death, all Incentive Stock Options held by such
Participant shall immediately become exercisable and remain
exercisable for a period one (1) year following the date of such
termination. Any Option originally designated as an Incentive
Stock Option shall be treated as a Non-Statutory Stock Options to
the extent the Participant exercises such Option more than one
(1) year following the Date of the Participant's Retirement.
(h) Termination of Employment (Change in Control). Unless
otherwise determined by the Committee, in the event of the
termination of a Participant's employment or service within
twenty-four (24) months of a Change in Control, all Incentive
Stock Options held by such Participant shall become immediately
exercisable and remain exercisable for a period of three (3)
years following the date of such termination. Any Option
originally designated as an Incentive Stock Option shall be
treated as a Non-Statutory Stock Options to the extent the
Participant exercises such Option more than one (1) year
following the Date of the Participant's Retirement.
(i) Termination of Employment (Termination For Cause). Unless
otherwise determined by the Committee, in the event of an
Employee's Termination for Cause, all rights under such
Employee's Incentive Stock Options shall expire immediately upon
the effective date of such Termination for Cause.
(j) Payment. Payment due to a Participant upon the exercise of
an Incentive Stock Option shall be made in the form of shares of
Common Stock.
(k) Maximum Individual Award. No individual Employee shall be
granted an amount of Incentive Stock Options which exceeds 25% of
all Options eligible to be granted under the Plan within any 12-
month period.
(l) Disqualifying Dispositions. Each Award Agreement with
respect to an Incentive Stock Option shall require the
Participant to notify the Committee of any disposition of shares
of Common Stock issued pursuant to the exercise of such Option
under the circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions), within 10 days
of such disposition.
(m) Cancellation. Notwithstanding the foregoing, any Incentive
Stock Option may be canceled by the Committee at any time, if in
the opinion of the Committee, the Participant engages in
activities contrary to the interests of the Company or any of its
subsidiaries.
8. STOCK AWARDS.
The Committee may, subject to the limitations of the Plan, make
Stock Awards, which shall consist of the grant of some number of
shares of Common Stock to eligible individuals. Stock Awards
shall be made subject to the following terms and conditions:
(a) Payment of the Stock Award. Stock Awards may only be made
in whole shares of Common Stock. Stock Awards may only be
granted from shares reserved under the Plan and available for
award at the time the Stock Award is made to the Participant.
(b) Terms of the Stock Award. The Committee shall determine the
dates on which Stock Awards granted to a Participant shall vest
and any terms or conditions which must be satisfied prior to the
vesting of any installment or portion of the Stock Award
including, but not limited to achievement of specific business
objectives, attainment of growth rates, attainment of profit
and/or other performance objectives for the Company or one of its
operating units or groups to be achieved by the end of a
specified period or other measurement of performance. Any such
terms, or conditions shall be determined by the Committee as of
the Date of Grant.
(c) Termination of Employment or Service. Unless otherwise
determined by the Committee, upon the termination of a
Participant's employment or service for any reason other than
Termination for Cause, the Participant's unvested Stock Awards as
of the date of termination shall be forfeited and any rights the
Participant had to such unvested Stock Awards shall become null
and void. Unless otherwise determined by the Committee, or in
the event of the Participant's Termination for Cause, all
unvested Stock Awards held by such Participant as of the
effective date of such Termination for Cause shall be forfeited
and any rights such Participant had to such unvested Stock Awards
shall become null and void.
(d) Cancellation. Notwithstanding the foregoing, any Stock
Award may be canceled by the Committee at any time, if in the
opinion of the Committee, the Participant engages in activities
contrary to the interests of the Company or any of its
subsidiaries.
(e) Non-Transferability. Except to the extent permitted by the
Code, the rules promulgated under Section 16(b) of the Exchange
Act or any successor statutes or rules:
(i) The recipient of a Stock Award shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to Stock
Award until full vesting of such shares has occurred. For
purposes of this section, the separation of beneficial ownership
and legal title through the use of any "swap" transaction is
deemed to be a prohibited encumbrance.
(ii) Unless determined otherwise by the Committee and except
in the event of the Participant's death or pursuant to a domestic
relations order, a Stock Award is not transferable and may be
earned in his lifetime only by the Participant to whom it is
granted. Upon the death of a Participant, a Stock Award is
transferable by will or the laws of descent and distribution.
The designation of a beneficiary shall not constitute a transfer.
(iii) If a recipient of a Stock Award is subject to the
provisions of Section 16 of the Exchange Act, shares of Common
Stock subject to such Stock Award may not, without the written
consent of the Committee (which consent may be given in the Award
Agreement), be sold or otherwise disposed of within six (6)
months following the date of grant of the Stock Award.
(f) Accrual of Dividends. Whenever shares of Common Stock
underlying a Stock Award are distributed to a Participant or
beneficiary thereof under the Plan, such Participant or
beneficiary shall also be entitled to receive, with respect
to each such share distributed, a payment equal to any cash
dividends and the number of shares of Common Stock equal to
any stock dividends, declared and paid with respect to a
share of the Common Stock if the record date for determining
shareholders entitled to receive such dividends falls between
the date relevant Stock Award was granted and the date the
relevant Stock Award or installment thereof is issued. There
shall also be distributed an appropriate amount of net
earnings, if any, of the Trust with respect to any dividends
paid out on the shares related to the Stock Award.
(g) Voting of Stock Awards. After a Stock Award has been
granted but for which the shares covered by such Stock Award have
not yet been vested, earned and distributed to the Participant
pursuant to the Plan, the Participant shall be entitled to vote
such shares of Common Stock which the Stock Award covers to the
rules and procedures adopted by the Committee for this purpose.
(h) Maximum Individual Award. No Participant eligible to
receive a Stock Award may receive more than 50,000 shares of
Common Stock, which Stock Awards cover in any twelve month
period, subject to adjustment as set forth in Section 15.
9. PERFORMANCE AWARDS.
(a) The Committee may determine to make any Award under the Plan
contingent upon the satisfaction of any conditions related to
the performance of the Company or any subsidiary corporation
of the eligible individual. Each Performance Award shall be
evidenced in the Award Agreement, which shall set forth the
applicable conditions, the maximum amounts payable and such
other terms and conditions as are applicable to the
Performance Award. Unless otherwise determined by the
Committee, each Performance Award shall be granted and
administered to comply with the requirements of Section
162(m) of the Code and subject to the following provisions:
Any Performance Award shall be made not later than 90 days
after the start of the period for which the Performance Award
relates or shall be made prior to the completion of 25% of
such period. All determinations regarding the achievement of
any applicable conditions will be made by the Committee. The
Committee may not increase during a year the amount of a
Performance Award that would otherwise be payable upon
satisfaction of the conditions but may reduce or eliminate
the payments as provided for in the Award Agreement.
(b) Nothing contained in the Plan will be deemed in any way to
limit or restrict the Committee from making any Award or
payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.
(c) No Award or portion thereof that is subject to the
satisfaction of any condition shall be considered to be
earned or vested until the Committee certifies in writing
that the conditions to which the distribution, earning or
vesting of such Award is subject have been achieved.
10. GRANTS IN THE EVENT OF A CHANGE IN CONTROL.
(a) In the event of a Change in Control, Options then available
for grant under this Plan pursuant to Section 4 shall be
automatically granted among those current Employees and
current Outside Directors who have previously been granted
Options under this Plan, as of the date of the Change in
Control. The number of shares subject to Options to be
granted to each such individual pursuant to this Section 10
shall be determined by multiplying the number of Options to
purchase shares of Common Stock then available for grant to
Employees and Outside Directors, respectively, pursuant to
Section 4 by a fraction, the numerator of which is the number
of Options to purchase shares of Common Stock previously
granted to that individual under this Plan, and the
denominator of which is the total number of Options to
purchase shares of Common Stock previously granted to all
Employees (whether or not yet exercised), in the case of an
Employee, and all current Outside Directors, in the case of
an Outside Director, under this Plan.
(b) The Exercise Price for any Option granted pursuant to this
Section 10 shall be the weighted average Exercise Price of
all Options, as adjusted pursuant to Section 15, granted
under this Plan, whether such previously granted Option has
been exercised or is exercisable or unexercisable, to the
respective Employee or Outside Director prior to the Change
in Control.
(c) All Options granted pursuant to this Section 10 shall be 100%
vested and exercisable upon the Participant's termination of
employment or service occurring within twenty-four (24)
months following a Change in Control and shall remain
exercisable for a period of ten (10) years from the date of
grant.
11. DEFERRED PAYMENTS.
The Committee, in its discretion, may permit a Participant to
elect to defer receipt of all or any part of any cash or stock
payment under the Plan, or the Committee may determine to defer
receipt by some or all Participants, of all or part of any such
payment. The Committee shall determine the terms and conditions
of any such deferral, including the period of deferral, the
manner of deferral, and the method for measuring appreciation on
deferred amounts until their payout.
12. METHOD OF EXERCISE OF OPTIONS.
Subject to any applicable Award Agreement, any Option may be
exercised by the Participant in whole or in part at such time or
times, and the Participant may make payment of the Exercise Price
in such form or forms, including, without limitation, payment by
delivery of cash, Common Stock or other consideration (including,
where permitted by law and the Committee, Awards) having a Fair
Market Value on the exercise date equal to the total Exercise
Price, or by any combination of cash, shares of Common Stock and
other consideration, including exercise by means of a cashless
exercise arrangement with a qualifying broker-dealer or a
constructive stock swap, as the Committee may specify in the
applicable Award Agreement.
13. RIGHTS OF PARTICIPANTS.
No Participant shall have any rights as a shareholder with
respect to any shares of Common Stock covered by an Option until
the date of issuance of a stock certificate for such Common
Stock. Nothing contained herein or in any Award Agreement
confers on any person any right to continue in the employ or
service of the Company or any subsidiary corporation or
interferes in any way with the right of the Company or any
subsidiary corporation to terminate a Participant's services.
14. DESIGNATION OF BENEFICIARY.
A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any Award to
which the Participant would then be entitled. Such designation
will be made upon forms supplied by and delivered to the Company
and may be revoked in writing. If a Participant fails
effectively to designate a beneficiary, then the Participant's
estate will be deemed to be the beneficiary.
15. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common
Stock by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination or
exchange of shares, or other similar corporate change, or other
increase or decrease in such shares without receipt or payment of
consideration by the Company, or in the event an extraordinary
capital distribution is made, the Committee may make such
adjustments to previously granted Awards, to prevent dilution,
diminution, or enlargement of the rights of the Participant,
including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of
Common Stock or other securities that may underlie future Awards
under the Plan;
(b) adjustments in the aggregate number or kind of shares of
Common Stock or other securities underlying Awards already made
under the Plan;
(c) adjustments in the Exercise Price of outstanding Incentive
and/or Non-statutory Stock Options, or any Limited Rights
attached to such Options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted
Award. All Awards under this Plan shall be binding upon any
successors or assigns of the Company. No fractional shares of
Common Stock shall be issued under this Plan for any such
adjustments. Notwithstanding the above, in the event of an
extraordinary capital distribution, any adjustment under this
Section 15 shall be subject to required approval by the Board of
Directors.
16. TAX WITHHOLDING.
(a) Whenever under this Plan, cash or shares of Common Stock are
to be delivered upon exercise of an Award or any other event
with respect to rights and benefits hereunder, the Committee
shall be entitled to require as a condition of delivery (i)
that the Participant remit an amount sufficient to satisfy
all federal, state, and local withholding tax requirements
related thereto, (ii) that the withholding of such sums come
from compensation otherwise due to the Participant or from
any shares of Common Stock due to the Participant under this
Plan or (iii) any combination of the foregoing provided,
however, that no amount shall be withheld from any cash
payment or shares of Common Stock relating to an Award which
was transferred by the Participant in accordance with this
Plan.
(b) If any disqualifying disposition described in Section 7(k) is
made with respect to shares of Common Stock acquired under an
Incentive Stock Option granted pursuant to this Plan, or any
transfer described in Section 6(c) is made, or an election
described in Section 16 is made, then the person making such
disqualifying disposition, transfer, or election shall remit
to the Company or any subsidiary corporation an amount
sufficient to satisfy all federal, state, and local
withholding taxes thereby incurred; provided that, in lieu of
or in addition to the foregoing, the Company or any
subsidiary corporation shall have the right to withhold such
sums from compensation otherwise due to the Participant, or,
except in the case of any transfer pursuant to Section 6(c),
from any shares of Common Stock due to the Participant under
this Plan.
17. NOTIFICATION UNDER SECTION 83(B).
The Committee may, on the Date of Grant or any later date,
prohibit a Participant from making the election described below.
If the Committee has not prohibited such Participant from making
such election, and the Participant shall, in connection with the
exercise of any Option, or the grant of any Stock Award, make the
election permitted under Section 83(b) of the Code (i.e., an
election to include in such Participant's gross income in the
year of transfer the amounts specified in Section 83(b) of the
Code), such Participant shall notify the Committee of such
election within 10 days of filing notice of the election with the
Internal Revenue Service, in addition to any filing and
notification required pursuant to regulations issued under the
authority of Section 83(b) of the Code.
18. AMENDMENT OF THE PLAN AND AWARDS.
(a) Except as provided in paragraph (c) of this Section 18, the
Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect, prospectively or
retroactively; provided however, that provisions governing
grants of Incentive Stock Options shall be submitted for
shareholder approval to the extent required by such law or
regulation. Failure to ratify or approve amendments or
modifications by shareholders shall be effective only as to
the specific amendment or modification requiring such
ratification. Other provisions of this Plan will remain in
full force and effect. No such termination, modification or
amendment may adversely affect the rights of a Participant
under an outstanding Award without the written permission of
such Participant.
(b) Except as provided in paragraph (c) of this Section 18, the
Committee may amend any Award Agreement, prospectively or
retroactively; provided, however, that no such amendment
shall adversely affect the rights of any Participant under an
outstanding Award without the written consent of such
Participant.
(c) In no event shall the Board of Directors amend the Plan or
shall the Committee amend an Award Agreement in any manner that
has the effect of:
(i) Allowing any Option to be granted with an exercise below the
Fair Market Value of the Common Stock on the Date of Grant.
(ii) Allowing the exercise price of any Option previously
granted under the Plan to be reduced subsequent to the Date of
Award.
(d) Notwithstanding anything in this Plan or any Award Agreement
to the contrary, if any Award or right under this Plan would
cause a transaction to be ineligible for pooling of interest
accounting that would, but for such Award or right, be
eligible for such accounting treatment, the Committee may
modify or adjust the Award or right so that pooling of
interest accounting is available.
19. NO SPECIAL EMPLOYMENT RIGHTS.
Nothing in this Plan or in any Awards granted under this Plan
shall confer upon the Award recipient any right or guaranty with
respect tot he continuation of his or her employment by the
Company or any subsidiary corporation, subject to the terms of
any separate employment agreement to the contrary. The Company
reserves the right to increase or decrease the compensation of
the Award recipient from the rate in existence at the time of the
Award.
20. EFFECTIVE DATE OF PLAN.
The Plan shall become effective upon approval by the affirmative
vote of the holders of a majority of the outstanding Common Stock
of the Company.
21. TERMINATION OF THE PLAN.
The right to grant Awards under the Plan will terminate upon the
earlier of: (i) ten (10) years after the Effective Date; (ii) the
issuance of a number of shares of Common Stock pursuant to the
exercise of Options or the distribution of Stock Awards which
together with the exercise of Limited Rights is equivalent to the
maximum number of shares reserved under the Plan as set forth in
Section 4 hereof. The Board of Directors has the right to
suspend or terminate the Plan at any time, provided that no such
action will, without the consent of a Participant, adversely
affect a Participant's vested rights under a previously granted
Award.
22. APPLICABLE LAW.
The Plan will be administered in accordance with the laws of the
State of Delaware and applicable federal law.
23. FOREIGN JURISDICTIONS. The Committee may adopt, amend and
terminate such arrangements, not inconsistent with the intent of
the Plan as it may deem necessary or desirabale to make available
tax or other benefits of the laws of the foreign jurisdictions to
Participants who are subject to such laws.
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<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1998
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0
0
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<SALES> 328,548
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