SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ELECTRO-SENSORS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
[LOGO] ELECTRO*SENSORS ELECTRO-SENSORS, INC. 612/930-0100
6111 BLUE CIRCLE DRIVE
MINNETONKA, MINNESOTA 55343
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1998
To the Shareholders of Electro-Sensors, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Electro-Sensors, Inc. will be held at the Decathlon Club, 1700 East 79th
Street, Bloomington, Minnesota, on Wednesday, April 29, 1998, at 2:00 p.m.,
local time, for the following purposes:
1. To set the number of directors at five;
2. To elect five directors to serve until the next annual meeting of
shareholders;
3. To approve an amendment to the Company's 1997 Stock Option Plan
providing for future grants of options to outside directors of the
Company;
4. To approve auditors for the Company for the fiscal year ending
December 31, 1998; and
5. To take action upon any other business as may properly come before the
meeting or any adjournment thereof.
Accompanying this Notice of Annual Meeting is a Proxy Statement, form of
Proxy and the Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1997.
The Board of Directors has fixed the close of business on March 19, 1998,
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bradley D. Slye
Bradley D. Slye
PRESIDENT
Dated: March 25, 1998
Minnetonka, Minnesota
- --------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE
VOTED AT THE MEETING. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR
PROXIES AND VOTE IN PERSON IF THEY DESIRE.
- --------------------------------------------------------------------------------
<PAGE>
[LOGO] ELECTRO*SENSORS ELECTRO-SENSORS, INC. 612/930-0100
6111 BLUE CIRCLE DRIVE
MINNETONKA, MINNESOTA 55343
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 1998
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Electro-Sensors, Inc. (the "Company") to
be voted at the Annual Meeting of Shareholders to be held on Wednesday, April
29, 1998, at 2:00 p.m., local time, and at all adjournments thereof. The
mailing address of the principal executive office of the Company is 6111 Blue
Circle Drive, Minnetonka, Minnesota 55343. This Proxy Statement, the related
Proxy and Notice of Annual Meeting are first being mailed to shareholders on or
about March 25, 1998.
Any shareholder giving a proxy may revoke it at any time prior to its use
at the meeting by giving written notice of such revocation to the Secretary or
other officer of the Company or by filing a new written proxy with an officer
of the Company. Personal attendance at the meeting is not, by itself,
sufficient to revoke a proxy unless written notice of the revocation or a
subsequent proxy is delivered to an officer before the revoked or superseded
proxy is used at the meeting.
Proxies not revoked will be voted in accordance with the choice specified
by shareholders by means of the ballot provided on the proxy for that purpose.
Proxies which are signed but which lack any such specification will, subject to
the following, be voted in favor of the proposals set forth in the Notice of
Meeting and in favor of the number and slate of directors proposed by the Board
of Directors and listed herein. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
meeting for purposes of determining a quorum and for purposes of calculating
the vote with respect to such matter, but shall not be deemed to have been
voted in favor of such matter. Abstentions, therefore, as to any proposal will
have the same effect as votes against such proposal. If a broker returns a
"non-vote" proxy, indicating a lack of voting instruction by the beneficial
holder of the shares and a lack of discretionary authority on the part of the
broker to vote on a particular matter, then the shares covered by such non-vote
shall be deemed present at the meeting for purposes of determining a quorum but
shall not be deemed to be represented at the meeting for purposes of
calculating the vote required for approval of such matter.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 19, 1998, as the
record date for determining shareholders entitled to vote at the Annual
Meeting. Persons who were not shareholders of record on such date will not be
allowed to vote at the Annual Meeting. At the close of business on March 19,
1998, 1,964,282 shares of the Company's Common Stock, par value $.10, were
issued and
<PAGE>
outstanding. The Common Stock is the only outstanding class of capital stock of
the Company entitled to vote at the Annual Meeting and such 1,964,856 shares
are the only shares which may be voted. Each share of Common Stock is entitled
to one vote. Holders of Common Stock are not entitled to cumulative voting
rights.
SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table contains information as of March 19, 1998, concerning
the beneficial ownership of Common Stock of the Company by each person known to
the Company to be the beneficial owner of five percent (5%) or more of the
Company's Common Stock, by each executive officer of the Company named in the
Summary Compensation Table, by each director and nominee for director of the
Company, and by all directors and executive officers of the Company as a group:
NUMBER OF SHARES PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
- ------------------------------------------- ---------------------- ---------
Peter R. Peterson 842,366(2) 42.1%
6111 Blue Circle Drive
Minnetonka, MN 55343
Jean C. Slattery 232,504(3) 11.8%
4378 Mackey Avenue
Minneapolis, MN 55424
Estate of James P. Slattery 117,002(4) 6.0%
4378 Mackey Avenue
Minneapolis, MN 55424
Electro-Sensors, Inc. 109,455 5.8%
Employee Stock Ownership Trust
6111 Blue Circle Drive
Minnetonka, MN 55343
Mark D. Laumann 40,563(5) 2.1%
6111 Blue Circle Drive
Minnetonka, MN 55343
Bradley D. Slye 31,198(6) 1.6%
6111 Blue Circle Drive
Minnetonka, MN 55343
John S. Strom 13,500(7)(8) *
5005 Arden Avenue
Edina, MN 55424
Joseph A. Marino 5,000(8)(9) *
501 E. Highway 13, #108
Burnsville, MN 55337
Officers and Directors 932,627(10) 45.6%
as a Group (5 persons)
- ------------------
* Indicates ownership of less than one percent.
<PAGE>
(1) Unless otherwise indicated, each person named or included in the group has
the sole power to vote and sole power to direct the disposition of all
shares listed as beneficially owned by him.
(2) Includes 3,000 shares held by Mr. Peterson's wife, 4,305 shares held by
the ESOP for the account of Mr. Peterson, and 36,000 shares purchasable
upon exercise of options presently exercisable or exercisable within 60
days of March 19, 1998.
(3) Includes 100,090 shares held by the estate of James P. Slattery and 16,912
shares held by the Company's Employee Stock Ownership Plan and Trust
("ESOP") for the account of Mr. Slattery's estate. Jean C. Slattery is the
personal representative of such estate.
(4) Includes 16,912 shares held by the Company's ESOP for the account of Mr.
Slattery's estate.
(5) Includes 1,000 shares held in an Individual Retirement Account by Mr.
Laumann's wife, 7,824 shares held by the ESOP for the account of Mr.
Laumann, and 4,500 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of March 19, 1998.
(6) Includes 20,000 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of March 19, 1998 and 4,785
shares held by the ESOP for the account of Mr. Slye.
(7) Includes 13,500 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of March 19, 1998.
(8) Does not include 2,000 shares which will become purchasable on the date of
the Annual Meeting if the amendment to the Company's 1997 Stock Option
Plan is approved by the shareholders. See Proposal #3 below.
(9) Includes 4,500 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of March 19, 1998.
(10) Includes 78,500 shares that may be purchased by officers and directors
upon exercise of options presently exercisable or exercisable within 60
days of March 19, 1998, and 16,914 shares allocated to officers' accounts
under the ESOP.
ELECTION OF DIRECTORS
(PROPOSALS #1 AND #2)
GENERAL INFORMATION
The Bylaws of the Company provide that the number of directors, which
shall not be less than one, shall be determined by the shareholders at each
annual meeting. The Board of Directors recommends that the number of directors
be set at five and that five directors be elected at the Annual Meeting of
Shareholders to serve until the next Annual Meeting of Shareholders or until
their successors are duly elected and qualified. Under applicable Minnesota
law, approval of the proposal to set the number of directors at five, as well
as the election of each nominee, requires the affirmative vote of the holders
of the greater of (1) a majority of the voting power of the shares represented
in person or by proxy at the annual meeting with authority to vote on such
matter or (2) a majority of the voting power of the minimum number of shares
that would constitute a quorum for the transaction of business at the annual
meeting.
<PAGE>
The persons named below have been nominated for election by management.
All nominees are currently directors of the Company. In the absence of other
instructions, each proxy will be voted for each of the following nominees. If,
prior to the Annual Meeting of Shareholders, it should become known that any of
the following individuals will be unable to serve as a director after the
Annual Meeting by reason of death, incapacity or other unexpected occurrence,
the proxies will be voted for such substitute nominee as is selected by the
Board of Directors. The Board of Directors has no reason to believe that any of
the following nominees will be unable to serve.
DIRECTOR
NAME AND AGE PRINCIPAL OCCUPATION SINCE
- ------------------------ --------------------------------------- ---------
Bradley D. Slye (38) Chairman of the Board and 1997
President of the Company
Peter R. Peterson (64) President, P.R. Peterson Co. 1969
(a venture capital firm);
Secretary of the Company
John S. Strom (64) Retired 1989
Mark D. Laumann (43) Treasurer of the Company 1994
Joseph A. Marino (46) President and Chief Executive Officer 1994
of Applied Biometrics, Inc.
(a medical equipment manufacturer)
BUSINESS EXPERIENCE
Mr. Peterson has been active in the venture capital business for over 20
years. Mr. Peterson has been a Director of the Company since 1969 and Secretary
since 1973. Mr. Peterson is also a director of PPT Vision, Inc.
Mr. Slye has been the Chairman of the Board and President of the Company
since January 6, 1997, when he was elected to succeed James P. Slattery, the
Company's former Chairman and President, who died on December 27, 1996. Mr.
Slye has served as a Design Engineer for the Company since 1987 and as
Engineering Manager since 1990. He received his BSEE degree from the University
of Minnesota in 1983, following which he was employed as an electrical engineer
by Micro Component Technology, Inc. in Shoreview, Minnesota prior to joining
the Company.
Prior to his retirement in June 1994, Mr. Strom was engaged in real estate
sales, serving with Burnet Realty from April 1988 to December 1992, and with
Scenic Point Properties from January 1993 to June 1994. Prior to April 1988, he
had been employed by Norwest Corporation, a bank holding company, and Norwest
Bank Bloomington, since 1960. Most recently, he served as a Unit Controller for
Norwest Corporation from 1986 to March 1988, supervising retail operations for
Twin Cities Norwest banks, and from 1980 to 1986 he served as Senior Vice
President of Administration and Chief Financial Officer for Norwest Bank
Bloomington.
Mr. Laumann has been employed by the Company in various accounting
capacities since 1975, serving as Controller from March 1981 to January 1994,
when he was elected Treasurer and a Director.
Mr. Marino has been President and Chief Executive Officer of Applied
Biometrics, Inc. since January 1994, and served as President and Chief
Executive Officer of Biomedical Dynamics, a medical equipment manufacturer,
from July 1984 to December 1993. Mr. Marino is also a director of Applied
Biometrics, Inc.
<PAGE>
COMMITTEE AND BOARD MEETINGS
The Company's Board of Directors has an Audit Committee which reviews the
scope of the independent accountants' audit and considers comments by the
auditors regarding internal controls and accounting procedures and management's
response to those comments. During 1997 the Audit Committee, which consisted of
John S. Strom and Joseph A. Marino, met twice. The Board also has a Stock
Option Committee, whose members are Messrs. Marino and Strom, which administers
the Company's employee stock plans. During 1997 the Stock Option Committee met
twice. The Company does not have a nominating committee.
During 1997 the Board of Directors of the Company held four formal
meetings. Each incumbent director attended 75% or more of the total number of
meetings of the Board and of all Committees on which he served.
COMPENSATION OF DIRECTORS
Directors receive $4,000 per year for their service on the Board. If the
automatic grant formula proposed for adoption by shareholders is approved by
the shareholders, outside directors will be automatically granted a 2,000 share
option on election and upon each re-election as a director. (See Proposal #3
below.)
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding compensation paid
during each of the Company's last three fiscal years to the Company's executive
officers whose salary and bonus for fiscal 1997 exceeded $100,000.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- ------------------------ ---------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(2)
- ----------------------------- ------------- --------- -------- -------------- ------------ ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bradley D. Slye, 1997(1) 123,271 20,000 0 0 50,000 0 6,670
Chairman,
President and CEO
Mark D. Laumann, 1997 106,947 0 0 0 0 0 5,787
Treasurer 1996 101,947 0 0 0 0 0 5,226
1995 92,892 0 0 0 4,500 0 5,991
- ------------------
</TABLE>
(1) Mr. Slye has served as an executive officer of the Company since January 6,
1997.
(2) Amounts reflect allocations to individuals' accounts of Company
contributions to the Employee Stock Ownership Plan and 401(k) Plan.
<PAGE>
OPTION/SAR GRANTS DURING 1997 FISCAL YEAR
The following table sets forth information regarding stock options granted
to the named executive officers during the fiscal year ended December 31, 1997.
The Company has not granted stock appreciation rights.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
- ----------------------------- -------------- -------------- ------------ -----------
<S> <C> <C> <C> <C>
Bradley D. Slye 50,000(1) 66.7% $ 3.25 1/3/07
Mark D. Laumann -0- N/A N/A N/A
- ------------------
</TABLE>
(1) Such option is exercisable as to 10,000 shares per year commencing January
3, 1997.
AGGREGATED OPTION/SAR EXERCISES DURING 1997 FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
The following table provides information related to options exercised by
the named executive officers during fiscal 1997 and the number and value of
options held at fiscal year end.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#) FY-END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (1)
- -------------------------- ----------------- -------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Bradley D. Slye -0- -0- 10,000/40,000 4,025/$16,100
Mark D. Laumann -0- -0- 4,500/0 0/0
- ------------------
</TABLE>
(1) These amounts represent the difference between the exercise price of the
in-the-money options and the market price of the Company's Common Stock on
December 31, 1997. The closing price of the Company's Common Stock on that
day on the Nasdaq Stock Market was $3.65625. Options are in-the-money if
the market value of the shares covered thereby is greater than the option
exercise price.
APPROVAL OF AMENDMENT TO 1997 STOCK OPTION PLAN
(PROPOSAL NO. 3)
GENERAL
PROPOSED AMENDMENT. The Board of Directors has adopted, subject to
shareholder approval, an amendment to the Company's 1997 Stock Option Plan (the
"Plan") to provide for certain automatic grants of nonqualified options upon
the election and re-election of outside directors of the Company by the
shareholders. Each option would be to purchase 2,000 shares of the Company's
Common Stock at the fair market value of a share on the date of such election
or re-election and have a term of ten years. Such options will be fully
exercisable on the date of grant. The shareholders of the Company are being
asked to approve the automatic grant provision as a long-term formula for
attracting and retaining qualified outside directors. If the amendment is
approved by the shareholders, Messrs. John S. Strom and Joseph A. Marino will
each receive an option to purchase 2,000 shares at an exercise price equal to
the fair market value of the Company's Common Stock as of the date of the
Annual Meeting.
GENERAL DESCRIPTION. A general description of the Plan is set forth
below, but such description is qualified in its entirety by reference to the
full text of the Plan, a copy of which may be obtained without charge upon
written request to the Company's Treasurer.
<PAGE>
DESCRIPTION OF PLAN
PURPOSE. The purpose of the Plan is to promote the success of the Company
by facilitating the employment and retention of competent personnel and by
furnishing incentive to directors, officers, employees and key consultants upon
whose efforts the success of the Company will depend to a large degree. A total
of 300,000 shares of Common Stock have been reserved for options under the
Plan.
TERM. Incentive stock options may be granted under the Plan for a period
of ten years from the date of adoption of the Plan by the Board of Directors.
Nonqualified stock options may be granted pursuant to the Plan until the Plan
is discontinued or terminated by the Board.
ADMINISTRATION. The Plan may be administered by the Board of Directors or
a Stock Option Committee of the Board of Directors (the "Committee"). The Plan
gives broad powers to the Board or the Committee to administer and interpret
the Plan, including the authority to select the individuals to be granted
options and to prescribe the particular form and conditions of each option
granted.
ELIGIBILITY. All employees of the Company or any subsidiary are eligible
to receive incentive stock options pursuant to the Plan. All employees,
directors and officers of, and consultants and advisors to, the Company or any
subsidiary are eligible to receive nonqualified stock options. As of March 10,
1998, the Company had approximately 45 employees (of which three are officers)
and two directors who are not employees.
OPTIONS. When an option is granted under the Plan, the Committee at its
discretion specifies the option price, the type of option (either "incentive"
or "nonqualified") to be granted, and the number of shares of Common Stock
which may be purchased upon exercise of the option. The exercise price of an
incentive stock option may not be less than 100% of the fair market value of
the Company's Common Stock and, unless otherwise determined by the Committee,
the option price of a nonqualified option will not be less than 85% of the fair
market value of the Company's Common Stock on the date of grant. The market
value of the Company's Common Stock on March 10, 1998 was $3.84375. The term
during which the option may be exercised and whether the option will be
exercisable immediately, in stages or otherwise are set by the Committee, but
the term of an incentive stock option may not exceed ten years from the date of
grant. Optionees may pay for shares upon exercise of options with cash,
certified check or Common Stock of the Company valued at the stock's then fair
market value. Each incentive stock option granted under the Plan is
nontransferable during the lifetime of the optionee. Each outstanding option
under the Plan may terminate earlier than its stated expiration date in the
event of the optionee's termination of employment or other relationship with
the Company.
AMENDMENT. The Board of Directors may from time to time suspend or
discontinue the Plan or revise or amend it in any respect; provided, (i) no
such revision or amendment may impair the terms and conditions of any
outstanding option to the material detriment of the optionee without the
consent of the optionee except as authorized in the event of merger,
consolidation or liquidation of the Company and (ii) the Plan may not, without
the approval of the shareholders, be amended in any manner that will (a)
materially increase the number of shares subject to the Plan except as provided
in the case of stock splits, consolidations, stock dividends or similar events;
(b) change the designation of the class of employees eligible to receive
options; (c) decrease the price at which options will be granted; or (d)
materially increase the benefits accruing to optionees under the Plan.
FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN. Under present law, an
optionee will not realize any taxable income on the date a nonqualified option
is granted pursuant to the Plan. Upon exercise of the option, however, the
optionee must recognize, in the year of exercise, ordinary income equal to the
difference between the option price and the fair market value of the Company's
Common Stock on the
<PAGE>
date of exercise. Upon the sale of the shares, any resulting gain or loss will
be treated as capital gain or loss. The Company will receive an income tax
deduction in its fiscal year in which nonqualified options are exercised, equal
to the amount of ordinary income recognized by those optionees exercising
options, and must withhold income and other employment-related taxes on such
ordinary income.
Incentive stock options granted under the Plan are intended to qualify for
favorable tax treatment under Section 422 of the Internal Revenue Code. Under
Section 422, an optionee recognizes no taxable income when the option is
granted. Further, the optionee generally will not recognize any taxable income
when the option is exercised if he or she has at all times from the date of the
option's grant until three months before the date of exercise been an employee
of the Company. The Company ordinarily is not entitled to any income tax
deduction upon the grant or exercise of an incentive stock option. Certain
other favorable tax consequences may be available to the optionee if he or she
does not dispose of the shares acquired upon the exercise of an incentive stock
option for a period of two years from the granting of the option and one year
from the receipt of the shares.
PLAN BENEFITS. The table below shows the total number of stock options
that have been received by the following individuals and groups under the Plan:
<TABLE>
<CAPTION>
TOTAL NUMBER OF
NAME AND POSITION/GROUP OPTIONS RECEIVED (1)
- ----------------------- ---------------------
<S> <C>
Bradley D. Slye, President 0
Mark D. Laumann, Treasurer 0
Current Executive Officer Group 0
Current Non-executive Officer Director Group 4,000(2)
Current Non-executive Officer Employee Group 32,000
- ------------------
</TABLE>
(1) This table reflects only the total stock options granted under the Plan as
of March 10, 1998, without taking into account exercises or cancellations,
and does not include options granted under the Company's 1987 Stock Option
Plan. Because future grants of stock options under the Plan are subject to
the discretion of the Committee, the future benefits that may be received
by these individuals or groups under the Plan cannot be determined at this
time, except for the automatic grants of 2,000 share options to outside
directors as described above.
(2) Includes 2,000 share options which will be granted to Messrs. Marino and
Strom as of the date of the Annual Meeting if the above-described
amendment is approved by the shareholders.
<PAGE>
APPROVAL OF AUDITORS
(PROPOSAL #4)
The Company's Board of Directors retained Schweitzer Rubin Karon & Bremer
as its principal independent accountants for the fiscal year ended December 31,
1997 and has selected Schweitzer Rubin Karon & Bremer to serve as the Company's
auditors for the fiscal year ending December 31, 1998. The Board of Directors
desires that the selection of such auditors for the current fiscal year be
submitted to the shareholders for approval. If the selection is not approved,
the Board of Directors will reconsider its decision.
Representatives of Schweitzer Rubin Karon & Bremer are expected to be
present at the Annual Meeting. They will be given an opportunity to make a
statement regarding financial and accounting matters of the Company, if they so
desire, and will be available to respond to appropriate questions from the
Company's shareholders.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors
and greater than 10% shareholders ("Insiders") are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended December 31,
1997, all Section 16(a) filing requirements applicable to Insiders were
complied with except that one form covering one transaction was filed late by
Bradley D. Slye.
ANNUAL REPORT TO SHAREHOLDERS
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1997 accompanies this Notice of Annual Meeting and Proxy
Statement. No part of such Annual Report is incorporated herein and no part
thereof is to be considered proxy soliciting material.
SHAREHOLDER PROPOSALS
The Company did not receive from its shareholders any proposals for action
at the meeting. Any appropriate proposal submitted by a shareholder of the
Company and intended to be presented at the next annual meeting in calendar
year 1999 must be received by the Company by November 24, 1998 to be includable
in the Company's proxy statement and related proxy for the 1999 annual meeting.
<PAGE>
SOLICITATION
The cost of soliciting proxies, including the cost of preparing,
assembling, and mailing the proxies and soliciting material, as well as the
cost of forwarding the material to the beneficial owners of stock, will be
borne by the Company. Directors, officers and regular employees of the Company
may, without compensation other than their regular remuneration, solicit
proxies personally or by telephone.
OTHER BUSINESS
Management knows of no other matters to be presented at the meeting. If
any other matter properly comes before the meeting, the appointees named in the
proxies will vote the proxies in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bradley D. Slye
Bradley D. Slye
PRESIDENT
Dated: March 24, 1998
Minnetonka, Minnesota
<PAGE>
ELECTRO-SENSORS, INC.
1997 STOCK OPTION PLAN
(As Amended Through March 15, 1998)
SECTION 1.
DEFINITIONS
As used herein, the following terms shall have the meanings indicated
below:
(a) "Committee" shall mean a Committee of two or more directors who
shall be appointed by and serve at the pleasure of the Board. As long
as the Company's securities are registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, then, to the extent
necessary for compliance with Rule 16b-3, or any successor provision,
each of the members of the Committee shall be a "Non-Employee
Director." For purposes of this Section 1(a) "Non-Employee Director"
shall have the same meaning as set forth in Rule 16b-3, or any
successor provision, as then in effect, of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(b) The "Company" shall mean Electro-Sensors, Inc., a Minnesota
corporation.
(c) "Fair Market Value" shall mean (i) if such stock is reported by the
Nasdaq National Market or Nasdaq SmallCap Market or is listed upon an
established stock exchange or exchanges, the reported closing price of
such stock by the Nasdaq National Market or Nasdaq SmallCap Market or
on such stock exchange or exchanges on the date the option is granted
or, if no sale of such stock shall have occurred on that date, on the
next preceding day on which there was a sale of stock; (ii) if such
stock is not so reported by the Nasdaq National Market or Nasdaq
SmallCap Market or listed upon an established stock exchange, the
average of the closing "bid" and "asked" prices quoted by the National
Quotation Bureau, Inc. (or any comparable reporting service) on the
date the option is granted, or if there are no quoted "bid" and "asked"
prices on such date, on the next preceding date for which there are
such quotes; or (iii) if such stock is not publicly traded as of the
date the option is granted, the per share value as determined by the
Board, or the Committee, in its sole discretion by applying principles
of valuation with respect to all such options.
(d) The "Internal Revenue Code" is the Internal Revenue Code of 1986,
as amended from time to time.
(e) "Non-Employee Director" shall mean members of the Board who are not
employees of the Company or any subsidiary.
<PAGE>
(f) "Option Stock" shall mean Common Stock of the Company (subject to
adjustment as described in Section 12) reserved for options pursuant to
this Plan.
(g) The "Optionee" means an employee of the Company or any Subsidiary
to whom an incentive stock option has been granted pursuant to Section
9; or a consultant or advisor to or director (including a Non-Employee
Director), employee or officer of the Company or any Subsidiary to whom
a nonqualified stock option has been granted pursuant to Section 10.
(h) "Parent" shall mean any corporation which owns, directly or
indirectly in an unbroken chain, fifty percent (50%) or more of the
total voting power of the Company's outstanding stock.
(i) The "Plan" means the Electro-Sensors, Inc. 1997 Stock Option Plan,
as amended hereafter from time to time, including the form of Option
Agreements as they may be modified by the Board from time to time.
(j) A "Subsidiary" shall mean any corporation of which fifty percent
(50%) or more of the total voting power of outstanding stock is owned,
directly or indirectly in an unbroken chain, by the Company.
SECTION 2.
PURPOSE
The purpose of the Plan is to promote the success of the Company and
its Subsidiaries by facilitating the retention of competent personnel and by
furnishing incentive to officers, directors, employees, consultants, and
advisors upon whose efforts the success of the Company and its Subsidiaries will
depend to a large degree.
It is the intention of the Company to carry out the Plan through the
granting of stock options which will qualify as "incentive stock options" under
the provisions of Section 422 of the Internal Revenue Code, or any successor
provision, pursuant to Section 9 of this Plan, and through the granting of
"nonqualified stock options" pursuant to Section 10 of this Plan. Adoption of
this Plan shall be and is expressly subject to the condition of approval by the
shareholders of the Company within twelve (12) months before or after the
adoption of the Plan by the Board of Directors. Any incentive stock options
granted after adoption of the Plan by the Board of Directors shall be treated as
nonqualified stock options if shareholder approval is not obtained within such
twelve-month period.
<PAGE>
SECTION 3.
EFFECTIVE DATE OF PLAN
The Plan shall be effective as of the date of adoption by the Board of
Directors, subject to approval by the shareholders of the Company as required in
Section 2.
SECTION 4.
ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Company
(hereinafter referred to as the "Board") or by a Committee which may be
appointed by the Board from time to time (collectively referred to as the
"Administrator"). The Administrator shall have all of the powers vested in it
under the provisions of the Plan, including but not limited to exclusive
authority (where applicable and within the limitations described herein) to
determine, in its sole discretion, whether an incentive stock option or
nonqualified stock option shall be granted, the individuals to whom, and the
time or times at which, options shall be granted, the number of shares subject
to each option and the option price and terms and conditions of each option. The
Administrator shall have full power and authority to administer and interpret
the Plan, to make and amend rules, regulations and guidelines for administering
the Plan, to prescribe the form and conditions of the respective stock option
agreements (which may vary from Optionee to Optionee) evidencing each option and
to make all other determinations necessary or advisable for the administration
of the Plan. The Administrator's interpretation of the Plan, and all actions
taken and determinations made by the Administrator pursuant to the power vested
in it hereunder, shall be conclusive and binding on all parties concerned.
No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith in connection with the administration
of the Plan. In the event the Board appoints a Committee as provided hereunder,
any action of the Committee with respect to the administration of the Plan shall
be taken pursuant to a majority vote of the Committee members or pursuant to the
written resolution of all Committee members.
SECTION 5.
PARTICIPANTS
The Administrator shall from time to time, at its discretion and
without approval of the shareholders, designate those employees, officers,
directors, consultants, and advisors of the Company or of any Subsidiary to whom
nonqualified stock options shall be granted under this Plan; provided, however,
that consultants or advisors shall not be eligible to receive stock options
hereunder unless such consultant or advisor renders bona fide services to the
Company or Subsidiary and such services are not in connection with the offer or
sale of securities in a capital
<PAGE>
raising transaction. The Administrator shall, from time to time, at its
discretion and without approval of the shareholders, designate those employees
of the Company or any Subsidiary to whom incentive stock options shall be
granted under this Plan. The Administrator may grant additional incentive stock
options or nonqualified stock options under this Plan to some or all
participants then holding options or may grant options solely or partially to
new participants. In designating participants, the Administrator shall also
determine the number of shares to be optioned to each such participant. The
Board may from time to time designate individuals as being ineligible to
participate in the Plan.
SECTION 6.
STOCK
The Stock to be optioned under this Plan shall consist of authorized
but unissued shares of Option Stock. Three Hundred Thousand (300,000) shares of
Option Stock shall be reserved and available for options under the Plan;
provided, however, that the total number of shares of Option Stock reserved for
options under this Plan shall be subject to adjustment as provided in Section 12
of the Plan. In the event that any outstanding option under the Plan for any
reason expires or is terminated prior to the exercise thereof, the shares of
Option Stock allocable to the unexercised portion of such option shall continue
to be reserved for options under the Plan and may be optioned hereunder.
SECTION 7.
DURATION OF PLAN
Incentive stock options may be granted pursuant to the Plan from time
to time during a period of ten (10) years from the effective date as defined in
Section 3. Nonqualified stock options may be granted pursuant to the Plan from
time to time after the effective date of the Plan and until the Plan is
discontinued or terminated by the Board. Any incentive stock option granted
during such ten-year period and any nonqualified stock option granted prior to
the termination of the Plan by the Board shall remain in full force and effect
until the expiration of the option as specified in the written stock option
agreement and shall remain subject to the terms and conditions of this Plan.
SECTION 8.
PAYMENT
Optionees may pay for shares upon exercise of options granted pursuant
to this Plan with cash, personal check, certified check or, if approved by the
Administrator in its sole discretion, Common Stock of the Company valued at such
Stock's then Fair Market Value, or such other form of payment as may be
authorized by the Administrator. The Administrator may, in its sole
<PAGE>
discretion, limit the forms of payment available to the Optionee and may
exercise such discretion any time prior to the termination of the option granted
to the Optionee or upon any exercise of the option by the Optionee.
With respect to payment in the form of Common Stock of the Company, the
Administrator may require advance approval or adopt such rules as it deems
necessary to assure compliance with Rule 16b-3, or any successor provision, as
then in effect, of the General Rules and Regulations under the Securities
Exchange Act of 1934, if applicable.
SECTION 9.
TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS
Each incentive stock option granted pursuant to this Section 9 shall be
evidenced by a written stock option agreement (the "Option Agreement"). The
Option Agreement shall be in such form as may be approved from time to time by
the Administrator and may vary from Optionee to Optionee; provided, however,
that each Optionee and each Option Agreement shall comply with and be subject to
the following terms and conditions:
(a) Number of Shares and Option Price. The Option Agreement shall state
the total number of shares covered by the incentive stock option. To
the extent required to qualify the Option as an incentive stock option
under Section 422 of the Internal Revenue Code, or any successor
provision, the option price per share shall not be less than one
hundred percent (100%) of the Fair Market Value of the Common Stock per
share on the date the Administrator grants the option; provided,
however, that if an Optionee owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company or of its Parent or any Subsidiary, the option
price per share of an incentive stock option granted to such Optionee
shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the Common Stock per share on the date of the grant of
the option. The Administrator shall have full authority and discretion
in establishing the option price and shall be fully protected in so
doing.
(b) Term and Exercisability of Incentive Stock Option. The term during
which any incentive stock option granted under the Plan may be
exercised shall be established in each case by the Administrator. To
the extent required to qualify the Option as an incentive stock option
under Section 422 of the Internal Revenue Code, or any successor
provision, in no event shall any incentive stock option be exercisable
during a term of more than ten (10) years after the date on which it is
granted; provided, however, that if an Optionee owns stock possessing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of its parent or any Subsidiary, the
incentive stock option granted to such Optionee shall be exercisable
during a term of not more than five (5) years after the date on which
it is granted.
<PAGE>
The Option Agreement shall state when the incentive stock option
becomes exercisable and shall also state the maximum term during which
the option may be exercised. In the event an incentive stock option is
exercisable immediately, the manner of exercise of the option in the
event it is not exercised in full immediately shall be specified in the
Option Agreement. The Administrator may accelerate the exercisability
of any incentive stock option granted hereunder which is not
immediately exercisable as of the date of grant.
(c) Other Provisions. The Option Agreement authorized under this
Section 9 shall contain such other provisions as the Administrator
shall deem advisable. Any such Option Agreement shall contain such
limitations and restrictions upon the exercise of the option as shall
be necessary to ensure that such option will be considered an
"incentive stock option" as defined in Section 422 of the Internal
Revenue Code or to conform to any change therein.
SECTION 10.
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
Each nonqualified stock option granted pursuant to this Section 10
shall be evidenced by a written Option Agreement. The Option Agreement shall be
in such form as may be approved from time to time by the Administrator and may
vary from Optionee to Optionee; provided, however, that each Optionee and each
Option Agreement shall comply with and be subject to the following terms and
conditions:
(a) Number of Shares and Option Price. The Option Agreement shall state
the total number of shares covered by the nonqualified stock option.
Unless otherwise determined by the Administrator, the option price per
share shall be one hundred percent (100%) of the Fair Market Value of
the Common Stock per share on the date the Administrator grants the
option; provided, however, that the option price may not be less than
eighty-five percent (85%) of the Fair Market Value of the Common Stock
per share on the date of grant.
(b) Term and Exercisability of Nonqualified Stock Option. The term
during which any nonqualified stock option granted under the Plan may
be exercised shall be established in each case by the Administrator.
The Option Agreement shall state when the nonqualified stock option
becomes exercisable and shall also state the maximum term during which
the option may be exercised. In the event a nonqualified stock option
is exercisable immediately, the manner of exercise of the option in the
event it is not exercised in full immediately shall be specified in the
stock option agreement. The Administrator may accelerate the
exercisability of any nonqualified stock option granted hereunder which
is not immediately exercisable as of the date of grant.
(c) Withholding. The Company or its Subsidiary shall be entitled to
withhold and deduct from future wages of the Optionee all legally
required amounts necessary to satisfy any and all withholding and
employment-related taxes attributable to the Optionee's exercise of a
nonqualified stock option. In the event the Optionee is required under
the
<PAGE>
Option Agreement to pay the Company, or make arrangements satisfactory
to the Company respecting payment of, such withholding and
employment-related taxes, the Administrator may, in its discretion and
pursuant to such rules as it may adopt, permit the Optionee to satisfy
such obligation, in whole or in part, by electing to have the Company
withhold shares of Common Stock otherwise issuable to the Optionee as a
result of the option's exercise equal to the amount required to be
withheld for tax purposes. Any stock elected to be withheld shall be
valued at its Fair Market Value, as of the date the amount of tax to be
withheld is determined under applicable tax law. The Optionee's
election to have shares withheld for this purpose shall be made on or
before the date the option is exercised or, if later, the date that the
amount of tax to be withheld is determined under applicable tax law.
Such election shall be approved by the Administrator and otherwise
comply with such rules as the Administrator may adopt to assure
compliance with Rule 16b-3, or any successor provision, as then in
effect, of the General Rules and Regulations under the Securities
Exchange Act of 1934, if applicable.
(d) Other Provisions. The Option Agreement authorized under this
Section 10 shall contain such other provisions as the Administrator
shall deem advisable.
SECTION 11.
TRANSFER OF OPTION
No incentive stock option shall be transferable, in whole or in part,
by the Optionee other than by will or by the laws of descent and distribution
and, during the Optionee's lifetime, the option may be exercised only by the
Optionee. If the Optionee shall attempt any transfer of any incentive stock
option granted under the Plan during the Optionee's lifetime, such transfer
shall be void and the incentive stock option, to the extent not fully exercised,
shall terminate.
The Administrator may, in its sole discretion, permit the Optionee to
transfer any or all nonqualified stock options to any member of the Optionee's
"immediate family" as such term is defined in Rule 16a-1(e) promulgated under
the Securities Exchange Act of 1934, or any successor provision, or to one or
more trusts whose beneficiaries are members of such Optionee's "immediate
family" or partnerships in which such family members are the only partners;
provided, however, that the Optionee receives no consideration for the transfer
and such transferred nonqualified stock option shall continue to be subject to
the same terms and conditions as were applicable to such nonqualified stock
option immediately prior to its transfer.
<PAGE>
SECTION 12.
RECAPITALIZATION, SALE, MERGER, EXCHANGE
OR LIQUIDATION
In the event of an increase or decrease in the number of shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration by the Company,
the number of shares of Option Stock reserved under Section 6 hereof and the
number of shares of Option Stock covered by each outstanding option and the
price per share thereof shall be adjusted by the Board to reflect such change.
Additional shares which may be credited pursuant to such adjustment shall be
subject to the same restrictions as are applicable to the shares with respect to
which the adjustment relates.
Unless otherwise provided in the stock option agreement, in the event
of an acquisition of the Company through the sale of substantially all of the
Company's assets and the consequent discontinuance of its business or through a
merger, consolidation, exchange, reorganization, reclassification, extraordinary
dividend, divestiture or liquidation of the Company (collectively referred to as
a "transaction"), all outstanding options shall become immediately exercisable,
whether or not such options had become exercisable prior to the transaction;
provided, however, that if the acquiring party seeks to have the transaction
accounted for on a "pooling of interests" basis and, in the opinion of the
Company's independent certified public accountants, accelerating the
exercisability of such options would preclude a pooling of interests under
generally accepted accounting principles, the exercisability of such options
shall not accelerate. In addition to the foregoing, in the event of such a
transaction, the Board may provide for one or more of the following:
(a) the complete termination of this Plan and cancellation of
outstanding options not exercised prior to a date specified by the
Board (which date shall give Optionees a reasonable period of time in
which to exercise the options prior to the effectiveness of such
transaction);
(b) that Optionees holding outstanding incentive or nonqualified
options shall receive, with respect to each share of Option Stock
subject to such options, as of the effective date of any such
transaction, cash in an amount equal to the excess of the Fair Market
Value of such Option Stock on the date immediately preceding the
effective date of such transaction over the option price per share of
such options; provided that the Board may, in lieu of such cash
payment, distribute to such Optionees shares of stock of the Company or
shares of stock of any corporation succeeding the Company by reason of
such transaction, such shares having a value equal to the cash payment
herein; or
(c) the continuance of the Plan with respect to the exercise of options
which were outstanding as of the date of adoption by the Board of such
plan for such transaction and provide to Optionees holding such options
the right to exercise their respective options as to
<PAGE>
an equivalent number of shares of stock of the corporation succeeding
the Company by reason of such transaction.
The Board may restrict the rights of or the applicability of this Section 12 to
the extent necessary to comply with Section 16(b) of the Securities Exchange Act
of 1934, the Internal Revenue Code or any other applicable law or regulation.
The grant of an option pursuant to the Plan shall not limit in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, exchange or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
SECTION 13.
SECURITIES LAW COMPLIANCE
No shares of Common Stock shall be issued pursuant to the Plan unless
and until there has been compliance, in the opinion of Company's counsel, with
all applicable legal requirements, including without limitation, those relating
to securities laws and stock exchange listing requirements. As a condition to
the issuance of Option Stock to Optionee, the Administrator may require Optionee
to (i) represent that the shares of Option Stock are being acquired for
investment and not resale and to make such other representations as the
Administrator shall deem necessary or appropriate to qualify the issuance of the
shares as exempt from the Securities Act of 1933 and any other applicable
securities laws, and (ii) represent that Optionee shall not dispose of the
shares of Option Stock in violation of the Securities Act of 1933 or any other
applicable securities laws.
As a further condition to the grant of any incentive or nonqualified
stock option or the issuance of Option Stock to Optionee, Optionee agrees to the
following:
(a) In the event the Company advises Optionee that it plans an
underwritten public offering of its Common Stock in compliance with the
Securities Act of 1933, as amended, and the underwriter(s) seek to
impose restrictions under which certain shareholders may not sell or
contract to sell or grant any option to buy or otherwise dispose of
part or all of their stock purchase rights of the underlying Common
Stock, Optionee will not, for a period not to exceed 180 days from the
prospectus, sell or contract to sell or grant an option to buy or
otherwise dispose of any incentive or nonqualified stock option granted
to Optionee pursuant to the Plan or any of the underlying shares of
Common Stock without the prior written consent of the underwriter(s) or
its representative(s).
(b) In the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary
to reduce the number of issued but unexercised stock purchase rights so
as to comply with any states securities or Blue Sky law limitations
with respect thereto, the Board of Directors of the Company shall have
the right (i) to accelerate the exercisability of any incentive or
nonqualified stock option and the date on which such option must be
exercised, provided that the Company gives Optionee prior
<PAGE>
written notice of such acceleration, and (ii) to cancel any options or
portions thereof which Optionee does not exercise prior to or
contemporaneously with such public offering.
(c) In the event of a transaction (as defined in Section 12 of the
Plan) which is treated as a "pooling of interests" under generally
accepted accounting principles, Optionee will comply with Rule 145 of
the Securities Act of 1933 and any other restrictions imposed under
other applicable legal or accounting principles if Optionee is an
"affiliate" (as defined in such applicable legal and accounting
principles) at the time of the transaction, and Optionee will execute
any documents necessary to ensure compliance with such rules.
The Company reserves the right to place a legend on any stock
certificate issued upon exercise of an option granted pursuant to the Plan to
assure compliance with this Section 13.
SECTION 14.
RIGHTS AS A SHAREHOLDER
An Optionee (or the Optionee's successor or successors) shall have no
rights as a shareholder with respect to any shares covered by an option until
the date of the issuance of a stock certificate evidencing such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property), distributions or other rights for which the
record date is prior to the date such stock certificate is actually issued
(except as otherwise provided in Section 12 of the Plan).
SECTION 15.
AMENDMENT OF THE PLAN
The Board may from time to time, insofar as permitted by law, suspend
or discontinue the Plan or revise or amend it in any respect; provided, however,
that no such revision or amendment, except as is authorized in Section 12, shall
impair the terms and conditions of any option which is outstanding on the date
of such revision or amendment to the material detriment of the Optionee without
the consent of the Optionee. Notwithstanding the foregoing, no such revision or
amendment shall (i) materially increase the number of shares subject to the Plan
except as provided in Section 12 hereof, (ii) change the designation of the
class of employees eligible to receive options, (iii) decrease the price at
which options may be granted, or (iv) materially increase the benefits accruing
to Optionees under the Plan without the approval of the shareholders of the
Company if such approval is required for compliance with the requirements of any
applicable law or regulation. Furthermore, the Plan may not, without the
approval of the shareholders, be amended in any manner that will cause incentive
stock options to fail to meet the requirements of Section 422 of the Internal
Revenue Code.
<PAGE>
SECTION 16.
NO OBLIGATION TO EXERCISE OPTION
The granting of an option shall impose no obligation upon the Optionee
to exercise such option. Further, the granting of an option hereunder shall not
impose upon the Company or any Subsidiary any obligation to retain the Optionee
in its employ for any period.
SECTION 17.
GRANTING OF OPTIONS TO NON-EMPLOYEE DIRECTORS
(a) Upon Election or Re-election to Board by Shareholders. Each
Non-Employee Director who, on and after the date this Section is
approved by the Company's shareholders, is elected or re-elected as a
director of the Company by the shareholders of the Company or whose
term of office continues after a meeting of shareholders at which
directors are elected shall, as of the date of such election,
re-election or shareholder meeting, automatically be granted an option
to purchase 2,000 shares of the Common Stock at an option price per
share equal to 100% of the Fair Market Value of the Common Stock on the
date of such election, re-election or shareholder meeting. Options
granted pursuant to this subsection (a) shall be immediately
exercisable in full.
(b) General. All options granted pursuant to subsection (a) of this
Section 17 shall be designated as nonqualified options and shall be
subject to the same terms and provisions as are then in effect with
respect to granting of nonqualified options to officers and employees
of the Company, except that the option shall expire on the earlier of
(i) seven months after the Optionee ceases to be a director (except by
death) and (ii) ten years after the date of grant. Notwithstanding the
foregoing, in the event of the death of a Non-Employee Director, any
option granted to such Non-Employee Director pursuant to this Section
11 may be exercised at any time within twelve months of the death of
such Non-Employee Director or the date on which the option, by its
terms, expires, whichever is earlier.
<PAGE>
ELECTRO-SENSORS, INC.
PROXY FOR ANNUAL MEETING
APRIL 29, 1998
The undersigned hereby appoints BRADLEY D. SLYE and PETER R. PETERSON,
and each of them, with full power of substitution, his or her Proxies to
represent and vote, as designated below, all shares of the Common Stock of
Electro-Sensors, Inc. registered in the name of the undersigned at the 1998
Annual Meeting of Shareholders of the Company to be held at the Decathlon Club,
1700 East 79th Street, Bloomington, Minnesota, at 2:00 p.m., local time, on
April 29, 1998, and at any adjournment thereof. The undersigned hereby revokes
all proxies previously granted with respect to such Meeting.
The Board of Directors recommends that you vote FOR each proposal.
1. Set number of directors at five.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Elect five directors. (Nominees: B. Slye, P. Peterson, J.
Strom, M. Laumann, J. Marino)
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to
above (except those whose vote for all nominees
names have been written listed above
on the line below)
--------------------------------------------------------------
3. Approve amendment to 1997 Stock Option Plan providing for
automatic option grants to outside directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Approve appointment of Schweitzer Rubin Karon & Bremer as
independent auditors for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Other Matters. In their discretion, the Proxies are authorized
to vote upon such other business as may properly come before
the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Date _____________________________, 1998
________________________________________
________________________________________
PLEASE DATE AND SIGN ABOVE exactly as
name appears at the left, indicating,
where proper, official position or
representative capacity. For stock held
in joint tenancy, each joint owner
should sign.
