[LOGO] GERBER SCIENTIFIC Gerber Scientific, Inc.
83 Gerber Road West
South Windsor, CT 06074 USA
860-644-1551 phone
Office of the Chairman 860-643-7039 fax
www.gerberscientific.com
Dear Fellow Shareholder:
Gerber Scientific is pleased to provide you with your Company's 1999 Annual
Report and Proxy. Also, we invite you to attend the Annual Meeting of
Shareholders scheduled for 2:30 P.M. on WEDNESDAY, SEPTEMBER 15, 1999 AT GERBER
SCIENTIFIC CORPORATE HEADQUARTERS IN SOUTH WINDSOR, CT. This event is designed
to familiarize you with your Company and its many new products.
Please join us for a briefing of fiscal 1999 activities and a variety of product
demonstrations showcasing the new products introduced in the past year by each
of the Company's operating subsidiaries. The Annual Meeting offers you a unique
opportunity to witness, firsthand, your Company's progress in providing newer,
better and more versatile tools for mass customization.
Please register promptly for the Meeting so that we may properly accommodate all
who attend. Admission badges will be available for each registered attendee as
you enter the Meeting. To register, simply complete and return the enclosed
postcard, or follow the procedures set forth in the formal notice of the Meeting
on page one of the enclosed Proxy Statement. Voting by telephone, by means of
the Internet, or on the postage-paid Proxy Card prior to the Meeting is
encouraged...even if you plan to attend the Meeting. The enclosed Proxy explains
voting procedures. These also are summarized on the Proxy Card.
If you or a guest require special assistance to attend, please call us at
1-800-811-4707, extension 8017, in advance of the Meeting. For your convenience,
the inside back cover of the Proxy contains a map showing the location of the
Meeting site and directions. Parking will be provided.
Please mark your calendar today and plan to join us for an interesting and
informative Meeting. We look forward to seeing you in September.
Sincerely,
/s/ Michael J. Cheshire
Michael J. Cheshire
Chairman, President and Chief Executive Officer
<PAGE>
TABLE OF CONTENTS
Notice of Annual Meeting................................................. 1
Proxy Statement.......................................................... 2
Proposal 1 -- Election of Directors...................................... 5
Management Development and
Compensation Committee Report............................................ 9
Performance Graph........................................................ 13
Proposal 2 -- Approval of the Gerber Scientific, Inc.
2000-2004 Executive Annual Incentive Bonus Plan.......................... 18
Appendix A
Gerber Scientific, Inc. 2000-2004 Executive
Annual Incentive Bonus Plan.............................................. 21
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME 2:30 p.m. on Wednesday, September 15, 1999
PLACE Headquarters of Gerber Scientific, Inc.
83 Gerber Road West
South Windsor, CT 06074
ITEMS OF BUSINESS (1) To elect three members of the Board of
Directors for a three-year term.
(2) To obtain shareholder approval of the
Executive Annual Incentive Bonus Plan
for fiscal years 2000 through 2004.
(3) To transact any other business that may
properly come before the Meeting and any
adjournment or postponement.
RECORD DATE You may vote if you are a shareholder of
record at the close of business on
July 26, 1999.
ANNUAL REPORT Our 1999 Annual Report, which is not part of
this proxy solicitation, is enclosed.
PROXY VOTING It is important that your shares be
represented and voted at the Meeting.
You may vote your shares in one of four
ways:
(1) Complete, sign and return the enclosed
proxy card; or
(2) Use the toll-free telephone number shown
on the proxy card; or
(3) Vote via the Internet by visiting the
website shown on your proxy card; or
(4) Attend the Annual Meeting in person.
REGISTRATION If you wish to join us, please return the
enclosed postage paid postcard or call us at
1-800-811-4707, extension 8017, before
September 1, 1999.
1
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YOUR VOTE IS IMPORTANT!
Shareholders of record may vote their proxies by telephone, Internet, mail or at
the Meeting. If you wish to vote by phone, a telephone number and control number
are included on your proxy card. A website address and control number are
included on your proxy card for Internet voting. If you choose to vote by mail,
a postage paid envelope is provided. Your proxy may be revoked at any time
either before or at the Annual Meeting. If your shares are held in the name of a
bank, broker or other holder of record, you should receive instructions to
follow for your shares to be voted.
ADMISSION TO ANNUAL MEETING
An admission badge to the Annual Meeting may be obtained by completing and
sending the enclosed postage-paid postcard or you may call us at 1-800-811-4707,
extension 8017. You will receive your admission badge at the door on the day of
the Meeting.
By order of the Board of Directors
/s/ Richard F. Treacy, Jr.
Richard F. Treacy, Jr.
Secretary
August 2, 1999
PROXY STATEMENT
These proxy materials are delivered in connection with the solicitation by the
Board of Directors of Gerber Scientific, Inc. (the "Company", "we" or "us") of
proxies to be voted at our 1999 Annual Meeting of Shareholders and at any
postponement or adjournment. The Company will bear the costs of making
solicitations from its shareholders and will reimburse banks and brokerage firms
for out of pocket expenses incurred in connection with this solicitation.
Directors, officers, and employees of the Company, at no additional
compensation, may solicit proxies by mail or in person. The Company has retained
Georgeson & Company, Inc. to aid in the solicitation of proxies at an estimated
cost of $20,000, including expenses.
SHAREHOLDERS ENTITLED TO VOTE
Shareholders of record of Gerber Scientific, Inc. Common Stock at the close of
business on July 26, 1999 are entitled to receive this notice and to vote their
shares at the Annual Meeting. As of this date, there were 22,173,235 shares of
Common Stock outstanding. Each Common share is entitled to one vote on each
matter properly brought to the Meeting for vote.
VOTING RIGHTS
Abstentions and broker non-votes are not included in the calculation of the
vote, but do count toward a quorum. Proxies may be revoked at any time before
they are exercised by (1) written notice to the Secretary of the Company; (2)
delivery of a later dated properly executed proxy; or (3) voting by ballot at
the Annual Meeting.
Proxies will be voted as directed by the shareholder or, if no direction is
given, will be voted FOR the nominees for the Board of Directors and FOR
approval of the Executive Annual Incentive Bonus Plan.
This Proxy Statement and the accompanying form of proxy are being first mailed
to shareholders on or about August 4, 1999.
Table 1 on page 3 presents certain information regarding the beneficial and
record owners of more than five percent of the Company's Common Stock who were
known to the Company on July 26, 1999.
2
<PAGE>
PRINCIPAL SHAREHOLDERS
<TABLE>
TABLE I
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<CAPTION>
NAME OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES OWNED CLASS
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Members of Family of H. Joseph Gerber (1)
c/o David J. Gerber
83 Gerber Road West 2,588,100 11.7%
South Windsor, CT 06074
- -----------------------------------------------------------------------------------------------------------------------------
David L. Babson and Company Incorporated
One Memorial Drive 2,168,641 9.8%
Cambridge, MA 02124
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</TABLE>
(1) The Gerber family consists of Mrs. Sonia K. Gerber, Melisa T. Gerber, and
David J. Gerber. As a group, the family holds the total number of shares
indicated either directly or in trusts where various members of the family
are trustees. The above total also includes the share ownership of David J.
Gerber as reported in Table II.
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<PAGE>
PRINCIPAL SHAREHOLDERS
The following table shows the number of shares of Gerber Scientific, Inc. Common
Stock beneficially owned by all Directors, nominees for Director and each of the
executive officers identified in the Summary Compensation Table on page 11 and
all Directors and executive officers as a group as of 7/15/99.
<TABLE>
TABLE II
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NAME OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES OWNED (1) CLASS
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Michael J. Cheshire 82,851 (2) *
George M. Gentile 309,838 (3) 1.4%
David J. Gerber 1,907,836 (4) 8.6%
Donald P. Aiken 9,787 (5) *
Edward E. Hood, Jr. 12,722 (6) *
David J. Logan 7,682 (7) *
Carole F. St. Mark 8,722 (8) *
A. Robert Towbin 36,357 (9) *
William Jerome Vereen 14,700 (10) *
Fredric K. Rosen 78,522 (11) *
Charles M. Hevenor 44,698 (12) *
Gary K. Bennett 43,202 (13) *
Richard F. Treacy, Jr. 59,206 (14) *
All Directors
and executive officers as a group (16 persons) 2,671,187 (15) 12.1%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Less than 1%.
(1) Unless otherwise indicated below, each Director and Executive Officer has
sole voting and investment power with respect to such shares.
(2) Includes 54,500 shares covered by stock options exercisable within 60 days,
819 shares under 401(k) Plan, and 3,625 shares under Deferred Compensation
Plan.
(3) Includes 252,500 shares covered by stock options exercisable within 60
days.
(4) Includes 72,128 shares owned directly; 1,816,708 shares held in various
family trusts where Mr. Gerber, as trustee, participates in common voting
rights with other trustees; and 19,000 shares covered by stock options
exercisable within 60 days.
(5) Includes 6,000 shares covered by stock options exercisable within 60 days
and 1,787 shares for Director fees that have been deferred; these shares
are not issued until the selected deferral date.
(6) Includes 9,000 shares covered by stock options exercisable within 60 days
and 1,722 shares for Director fees that have been deferred; these shares
are not issued until the selected deferral date.
(7) Includes 7,000 shares covered by stock options exercisable within 60 days.
(8) Includes 6,000 shares covered by stock options exercisable within 60 days
and 1,722 shares for Director fees that have been deferred; these shares
are not issued until the selected deferral date.
(9) Includes 11,000 shares covered by stock options exercisable within 60 days
and 1,657 shares for Director fees that have been deferred; these shares
are not issued until the selected deferral date.
(10) Includes 1,000 shares that he holds as trustee for his children and 9,000
shares covered by stock options exercisable within 60 days.
(11) Includes 4,000 shares owned beneficially by his wife, which he disclaims
any beneficial ownership, and 22,667 shares covered by stock options
exercisable within 60 days.
(12) Includes 37,634 shares covered by stock options exercisable within 60 days.
(13) Includes 31,227 shares covered by stock options exercisable within 60 days
and 104 shares under 401(k) Plan.
(14) Includes 47,500 shares covered by stock options exercisable within 60 days.
(15) Includes 557,931 shares covered by stock options exercisable within 60
days, 923 shares under 401(k) Plan, 4,663 shares under Deferred
Compensation Plan, and 6,888 shares for Director fees deferred in the form
of Gerber shares.
4
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, currently consisting of
three Directors each, whose terms expire at successive annual meetings. Three
Directors will be elected at the 1999 Annual Meeting to serve for a three-year
term expiring in 2002.
The Board of Directors has proposed the following nominees for election as
Directors with terms expiring in 2002: A. Robert Towbin, David J. Logan and
Carole F. St. Mark. A Director receiving a plurality of the votes will be
elected. Unless you indicate on the proxy card that your vote should be withheld
from any or all of such nominees, your proxy will be voted for the election of
the named Directors.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE ELECTION OF THESE
NOMINEES AS DIRECTORS.
We expect each nominee for election as a Director to be able to serve, if
elected. If any nominee is not able to serve, proxies will be voted in favor of
the remainder of those nominated and may be voted for substitute nominees,
unless the Board chooses to reduce the number of Directors serving on the Board.
NOMINEES FOR DIRECTORS TO BE ELECTED AT THE 1999 ANNUAL MEETING
A. ROBERT TOWBIN
AGE 64
DIRECTOR SINCE 1992
Senior Managing Director of C.E. Unterberg, Towbin since September 1995. From
January 1994 to September 1995, Mr. Towbin was President and CEO of the
Russian-American Enterprise Fund and later Vice Chairman of its successor fund,
The U.S. Russia Investment Fund. He was a Managing Director at Lehman Brothers
and Co-Head, High Technology Investment Banking from January 1987 until January
1994. Prior to joining Lehman Brothers, Mr. Towbin was Vice Chairman and a
Director of L.F. Rothschild, Unterberg, Towbin Holdings Inc. and its predecessor
companies from 1959 to 1987. He serves on the Boards of the following public
companies: Bradley Real Estate, Inc.; Globalstar Telecommunications Ltd.;
Globecomm Systems Inc.; and K&F Industries, Inc. Mr. Towbin is a member of our
Board & Business Development Committee.
DAVID J. LOGAN
AGE 65
DIRECTOR SINCE 1996
Director of the Company from 1988 to 1989. Independent technical consultant to
the Company. Formerly Senior Vice President, Engineering of the Company and
President of a wholly-owned subsidiary, Gerber Scientific Products, Inc. until
retirement in 1990. Member of our Board's Business Development Committee.
CAROLE F. ST. MARK
AGE 56
DIRECTOR SINCE 1997
Founder and President of Growth Management LLC., a business development and
strategic management company. Eighteen-year employee of Pitney Bowes, Inc.
holding a series of senior positions including President and Chief Operating
Officer of Pitney Bowes Business Services. Director of Polaroid Corporation,
Supervalue, Inc. and Royal and Sun Alliance Insurance Group, PLC. Chairperson of
our Board's Business Development Committee and member of the Management
Development and Compensation Committee.
DIRECTORS WHOSE TERMS EXPIRE IN 2000
EDWARD E. HOOD, JR.
AGE 68
DIRECTOR SINCE 1994
Vice Chairman of General Electric Company of Fairfield, Connecticut, from 1979
to 1993. Director of Lockheed Martin Corp. and Lincoln Electric Co. Chairperson
of our Board's Management Development and Compensation Committee and member of
the Audit and Finance Committee.
5
<PAGE>
WILLIAM JEROME VEREEN
AGE 58
DIRECTOR SINCE 1994
President, Chief Executive Officer, Treasurer and Acting Chairman of the Board
of Directors of Riverside Manufacturing Company of Moultrie, Georgia. Director
of Georgia Power Company and Blue Cross/Blue Shield of Georgia. Advisory
Director for Southern Region, NationsBank of Georgia N.A., Director of Textile
Clothing Technology Corporation (TC2), Georgia Research Alliance, and Georgia
Chamber of Commerce. Executive Committee and Director of American Apparel
Manufacturers Association (AAMA) and International Apparel Federation (IAF).
Chairperson of our Board's Audit and Finance Committee and member of the
Management Development and Compensation Committee.
MICHAEL J. CHESHIRE
AGE 50
DIRECTOR SINCE 1997
Chairman of our Board, President and Chief Executive Officer of the Company
since 1998. Our President and Chief Operating Officer from 1997 to 1998.
Director, WESCO International, Inc. and Connecticut Business & Industry
Association. Corporator, Eastern Connecticut Health Network, Inc. and Farmington
Savings Bank. Formerly held executive positions at General Signal, Inc.
including President of its Electrical Group and its Electrical Power Systems
Group.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
GEORGE M. GENTILE
AGE 63
DIRECTOR SINCE 1989
Chairman of our Board from 1996 to 1998. Our Chief Executive Officer from August
1996 to June 1998. Senior Vice President, Finance from 1977 to 1996. Employed by
the Company in key financial and management positions from 1963 until his
retirement in 1998. Member of the Board of Regents of the University of
Hartford.
DAVID J. GERBER
AGE 38
DIRECTOR SINCE 1992
Our Vice President, Business Development and Technology Strategy since 1998.
Director of New Business Development and Technology Strategy from 1996 to 1998.
Attorney in our Legal Department from 1989 to 1996. Corporate Secretary from
February 1995 to September 1996. Member of our Board's Business Development
Committee.
DONALD P. AIKEN
AGE 55
DIRECTOR SINCE 1997
Independent Management Consultant. Formerly Executive Vice President and General
Manager of Electrical Cables, BICCGeneral, President, BICC Brand-Rex and
President of ABB Industrial Systems, Inc. Prior executive positions at General
Instrument Corporation and Texas Instruments. Member of our Board's Management
Development and Compensation Committee, the Audit and Finance Committee and the
Business Development Committee.
RELATIONSHIPS
No nominee is in any way related to any continuing Director, no continuing
Director is in any way related to any nominee or any other continuing Director,
and no nominee or continuing Director is in any way related to any current
executive officer of the Company or its subsidiaries. There is no arrangement or
understanding between any nominee and any other person pursuant to which he or
she was selected as a nominee.
NOMINATION OF DIRECTORS
Any shareholder wishing to nominate other persons for Director of the Company
may do so by writing to the Secretary of the Company no later than ten days
following the mailing of this Proxy Statement or the public notice of the date
of the Shareholders' Annual Meeting.
6
<PAGE>
COMPENSATION OF DIRECTORS
FEES AND BENEFIT PLANS FOR NON-EMPLOYEE DIRECTORS
ANNUAL CASH RETAINER FEES. Directors who are not our employees ("Non-Employee
Directors") receive a cash Director fee of $20,000 per year. Non-Employee
Directors who serve on one or more Board committees receive an additional $1,000
for each committee.
MEETING FEES. Non-Employee Directors also receive a fee of $1,000 for attending
each Board meeting.
The Directors may choose to receive all or a part of their Director fees in
Company stock.
DEFERRALS. Non-Employee Directors may defer all or part of their annual Director
fees and meeting fees until a future time that is selected by the Director. The
Director may choose to have the deferral held in cash or Gerber Scientific, Inc.
stock. Cash deferrals are credited with interest at market rates. Stock
deferrals are credited with all dividends that are declared during the deferral
time period and reinvested in our stock.
STOCK OPTIONS. As approved at the 1998 Annual Meeting of Shareholders,
Non-Employee Directors receive each year options for 3,000 shares of Gerber
Scientific, Inc. stock in accordance with the terms of the Non-Employee Director
Stock Option Plan. The shareholders further approved an increase in the
authorized stock available for option grants under this plan to 175,000 shares.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has three standing committees: the Audit and Finance Committee, the
Management Development and Compensation Committee, and the Business Development
Committee. The Board does not have a Nominating Committee.
THE AUDIT AND FINANCE COMMITTEE
The Audit and Finance Committee is responsible for reviewing and recommending to
the Board the annual appointment of the independent auditors. The Committee
also:
(1) reviews with the independent auditors and the internal auditors the scope
of the audits, the external auditors' fees and related matters;
(2) reviews the adequacy of the auditors' examinations and audits;
(3) approves non-audit services performed by the independent auditors.
THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
The Management Development and Compensation Committee is responsible for
establishing annual and long-term performance goals for our Chief Executive
Officer ("CEO") and other executive officers. The Committee also:
(1) establishes salaries and other compensation to be paid to our executive
officers;
(2) determines terms and conditions of bonus and stock option plans;
(3) establishes and administers performance goals and other criteria for payment
of any compensation to our executive officers;
(4) amends the Company's Employee Stock Option Plans, subject to shareholder
approval when required;
(5) recommends to our Board of Directors training and other development of the
Company's management personnel;
(6) prepares an annual Management Development and Compensation Committee Report
for the shareholders.
THE BUSINESS DEVELOPMENT COMMITTEE
The Business Development Committee is responsible for the evaluation of
opportunities presented by the management of the Company to develop existing and
new business for the Company.
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board of Directors met six times and acted by unanimous written consent on
twelve occasions during the fiscal year. All of the Directors attended 75
percent or more of the aggregate of their respective Board and Committee
meetings. The Audit
7
<PAGE>
and Finance Committee held one meeting during the 1999 fiscal year, the Business
Development Committee held one meeting during the 1999 fiscal year and the
Management Development and Compensation Committee held three meetings during the
1999 fiscal year and acted by unanimous written consent on three occasions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our Directors,
executive officers and beneficial owners of the more than 10% of the Company's
Common Stock to file reports of holdings and transactions in Gerber Scientific,
Inc. shares with the Securities & Exchange Commission ("SEC") and the New York
Stock Exchange. Based on our records and other information, we believe that all
required reports have been timely filed by all Directors, officers and
shareholders except for late reports on Form 5 from the 1998 Fiscal Year for
Messrs. Cheshire and Harrington, a Senior Vice President of the Company, to
reflect acquisition of Company Common Stock through weekly payroll deductions
from January to April 1998 under the Company's Deferred Compensation Plan, a
Plan thought by counsel to be a "tax conditioned" plan exempt from the SEC
reporting requirement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hood, Aiken, Vereen and Ms. St. Mark served as members of the Management
Development and Compensation Committee for all of the Company's last completed
fiscal year. Except as indicated under "Directors Compensation" and "Related
Transactions", no such member was compensated by the Company for any services
rendered during the fiscal year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. David J. Logan received consulting fees from the Company of $120,000 plus
incidental expenses for fiscal year 1999.
Mr. A. Robert Towbin is a principal in C.E. Unterberg, Towbin, an investment
banking firm. During fiscal year 1999, that firm received investment banking
fees in the amount of $200,744 with respect to the acquisition by the Company of
Spandex PLC which was concluded in May 1998.
8
<PAGE>
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
DEAR SHAREHOLDERS:
Our Committee is responsible for establishing executive compensation policies,
approving base salary levels for executive officers, including those named in
the Summary Compensation Table (the "Named Executives"), determining the terms
and conditions of incentive bonuses, making stock plan awards (in conformance
with shareholder-approved plans) and generally administering the Company's stock
option and executive bonus plans. We also establish and administer performance
goals and other criteria for payment of any compensation to executive officers
intended to be performance contingent. In addition, we make recommendations to
the full Board of Directors concerning development of the Company's management
personnel. The Board of Directors has delegated these responsibilities to this
Committee.
EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive compensation philosophy emphasizes three guiding
principles:
(1) Providing a competitive executive compensation package that enables the
Company to attract and retain talented executives;
(2) Basing a major portion of each executive's annual cash compensation on the
annual profitability of the Company or of the subsidiary for which the
executive is primarily responsible; and,
(3) Aligning the financial interests of executives with long-term total
shareholder return, particularly through the accumulation of Company
shareholdings by each executive.
In setting executive compensation levels and plan design features, the Committee
has periodically been assisted by outside compensation consultants. Currently,
Frederic W. Cook & Co. is the consultant to the Committee and reports directly
to the Committee.
These outside consultants provide compensation information on companies of
similar size to the Company.
BASE SALARY
In fiscal year 1999, as in prior years, the Committee determined base salaries
for the Company's executive officers, including the Named Executives, based on
the individual's personal performance and competitive comparisons. Historically,
the Company has targeted executive salaries to fall between the median and
seventy-fifth percentile of the comparison companies. In the future, salaries
will be targeted at median to sixty-fifth percentile, and the emphasis will
shift to performance-based compensation.
ANNUAL INCENTIVE BONUS PLAN
In fiscal year 1999, annual incentive cash bonuses were awarded to employees of
the Company and its subsidiaries under the 1999-2001 Annual Incentive Bonus Plan
(the Plan) approved by shareholders at their September 25, 1998 meeting. Bonuses
were paid from bonus pools funded on the basis of formulas determined at the
beginning of the year by the Committee and approved by the full Board of
Directors. The formulas for each entity for 1999 were 1% of pre-tax, pre-bonus
profits of the entity (as adjusted to eliminate certain income and expense
items) plus 3% of the improvement in such profits over 70% of the highest such
annual profit achieved by the entity during the prior three years.
Certain participants, including the Named Executives, could elect to direct that
up to 50% of their bonuses be used to purchase Company stock at the market price
on the date of the bonus award. Executives who made this election received
restricted stock equal to one-third of the number of shares purchased (before
tax withholding). Such elections are noted in the Summary Compensation Table on
page 11.
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In its ongoing efforts to link executive rewards to the future success of the
Company, a new plan, the 2000-2004 Executive Annual Incentive Bonus Plan (the
"2000 Plan") has been adopted by the Committee and ratified by the Board of
Directors. The Plan is presented for shareholder approval under Proposal 2. The
complete text of the 2000 Plan is included as Appendix A. Under the 2000 Plan,
target bonus incentives are established for each participant resulting in a
total cash opportunity between the 50th-75th% percentile. Participants may earn
bonuses from 0-200% of target.
LONG-TERM INCENTIVE PLAN
In fiscal year 1999, the Committee granted stock options to the Named Executives
in the amounts indicated in Table IV on page 12 under the Gerber Scientific
Inc., 1992 Employee Stock Plan as amended. Certain of these option grants
("reload" options) were the result of the exercise of an earlier option. The
other option award was based on median competitive guidelines presented by
outside consultants and evaluation of individual performance.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Consistent with the Company's compensation strategy and philosophy described
above, the Committee made the following decisions with respect to the
compensation of the Chief Executive Officer, Michael Cheshire. First, Mr.
Cheshire's salary was increased from $350,000 to $500,000. The cash bonus
awarded to Mr. Cheshire was determined in accordance with the terms of the
1999-2001 Annual Incentive Bonus Plan. His target incentive was 75% of salary
with a maximum of 150% of salary. His earned award was $494,697 or 101% of his
fiscal year 1999 salary payments. Mr. Cheshire was awarded stock options
("reload" options) on 22,955 shares on September 24, 1998 pursuant to his
exercise of an earlier option grant.
POLICY ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
This Committee, which consists solely of outside directors, generally intends to
provide for the deductibility of all compensation expenses, although it
recognizes that circumstances may arise in which the interests of the Company
and its shareholders are best served by decisions which limit this
deductibility, and the Committee will act in its best judgment in such
circumstances.
To preserve the deductibility of all amounts which may be paid to the Named
Executives under the Company's 2000 Plan, the Committee has directed that the
2000 Plan be submitted to the Company's shareholders for approval at the Annual
Meeting scheduled for September 15, 1999. If the Plan is not approved, it will
not be implemented. However, if shareholder approval is not obtained, the
Committee may be required to prepare an alternative bonus plan for key employees
to continue to attract and retain talented executives.
Respectfully submitted,
The Management Development and
Compensation Committee
Edward E. Hood, Jr., Chairperson
Donald P. Aiken
Carole F. St. Mark
William J. Vereen
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10
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EXECUTIVE COMPENSATION AND TRANSACTIONS
The following table shows compensation for services during the years ended April
30, 1999, 1998, and 1997 for the Chief Executive Officers and the four other
most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
TABLE III
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LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------------ -------------------------- ----------
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
SECURITIES LONG-TERM
OTHER RESTRICTED UNDERLYING INCENTIVE ALL OTHER
NAME AND ANNUAL STOCK AWARDS OPTIONS/ PLAN COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS (&)(1) COMPENSATION ($) ($) (2) SARS (#)(3) ($) (4) ($) (5)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Cheshire 1999 $ 488,461 $ 494,697 $ -- $ 82,469 22,955 $ 59,356 $ 1,200
Chairman, President and 1998 350,000 224,000 -- 37,338 120,000 -- 1,000
Chief Executive 1997 67,308 -- 100,000 -- 30,000 -- 300,000
Officer(6)
from 6/1/98
George M. Gentile 1999 267,692 213,699 -- -- -- -- 200
Chief Executive Officer 1998 400,000 256,000 -- 42,668 200,000 -- 1,000
to 6/1/98 1997 388,282 90,586 -- -- -- -- 600
Fredric K. Rosen 1999 293,077 136,800 -- 22,819 12,726 79,141 1,200
Senior Vice President 1998 275,000 268,860 -- 44,816 50,000 -- 1,000
President Gerber 1997 261,923 33,243 -- -- -- -- 600
Technology, Inc.
Charles M. Hevenor 1999 275,000 164,916 -- -- 15,000 43,528 1,200
Senior Vice President 1998 238,754 95,979 -- 6,391 35,000 -- 1,000
President Gerber 1997 209,092 84,353 -- -- -- -- 600
Scientific
Products, Inc.
Gary K. Bennett 1999 235,000 159,520 -- 10,635 12,753 27,699 1,200
Senior Vice President, 1998 176,250 112,800 -- 11,282 50,000 -- 1,000
and Chief Financial 1997 165,577 38,629 -- -- -- -- 600
Officer
Richard F. Treacy, Jr. 1999 198,461 134,481 -- 22,426 -- 39,571 1,200
Senior Vice President, 1998 180,000 115,200 -- 19,199 30,000 -- 1,000
and General Counsel 1997 176,154 41,097 -- -- -- -- 600
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In 1999 and 1998, the Named Executives could elect to receive up to 50
percent of their bonus in the form of Gerber Scientific, Inc. stock in lieu
of cash. See discussion in the Management Development and Compensation
Committee report (page 9) regarding the stock purchase alternative.
(2) As of April 30, 1999, aggregate restricted stock holdings and their year
end value were: Michael J. Cheshire, 1,443 shares valued at $27,146;
Fredric K. Rosen, 1,732 shares valued at $32,583; Charles M. Hevenor, 247
shares valued at $4,647; Gary K. Bennett, 436 shares valued at $8,202; and
Richard F. Treacy, Jr., 742 shares valued at $13,959. In June 1999, the
Company again granted to the Named Executives and others, who purchased
Gerber Scientific, Inc. stock with their bonus, restricted stock equal in
value to one-third of the bonus amount received in common stock (before tax
withholdings). Restricted stock vests in equal installments at each of the
three anniversary dates following the grant date subject to certain
restrictions. Awards reported in this column are as follows: Michael J.
Cheshire, 3,567 shares in 1999 and 1,443 shares in 1998; George M. Gentile,
1,649 shares in 1998; Fredric K. Rosen, 987 shares in 1999 and 1,732 shares
in 1998; Charles M. Hevenor, 247 shares in 1998; Gary K. Bennett, 460
shares in 1999 and 436 shares in 1998; and Richard F. Treacy, Jr., 970
shares in 1999 and 742 shares in 1998. Dividends are paid on the restricted
stock. Restricted shares vest free and clear of all restrictions upon the
retirement of the holder of such shares. Accordingly, George M. Gentile's
previously restricted shares vested when he retired from the Company on
December 31, 1998.
(3) The securities underlying the options are shares of the Company's common
stock. The Company does not grant stock appreciation rights (SARs).
(4) Amounts included in this column are payable to the Named Executives and
others associated with performance units granted in 1995. These performance
units became payable in cash when certain pre-established performance goals
were attained as of April 30, 1999 as certified by the Management
Development and Compensation Committee of the Board of Directors.
Performance units are required to be used to simultaneously exercise
related stock options with the cash award. There were no long-term
incentive plan payouts in 1998 or 1997.
(5) Each of the Named Executives received $1,000 in matching contributions
under the Company's 401(k) defined contribution plan in 1999 except George
M. Gentile. The matching contributions for these executives in 1998 and
1997 were $800 and $400, respectively, except for Mr. Cheshire who began
receiving 401 (k) matching contributions in 1998. Also, each executive
received $200 as a Christmas bonus in each year, except Mr. Cheshire who
received $200 as a Christmas bonus beginning in 1998.
(6) In February 1997, Mr. Cheshire joined the Company as President and Chief
Operating Officer. At such time, Mr. Cheshire became entitled to receive
$400,000 as a sign-on award, of which $200,000 was paid in 1999 and
$100,000 in 1998 and 1997.
11
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
TABLE IV
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------------------------ -----------------------
<CAPTION>
(a) (b) (c) (d) (e) (f) (g)
% of Total
Number of Securities Options Granted Exercise or
Underlying Options to Employees Base Price (2)
Name Granted (1) in Fiscal Year ($ per Share) Expiration Date 5% (3) 10% (3)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Cheshire 22,955 5.7% $ 27.31 4/30/07 $ 322,000 $784,000
George M. Gentile -- -- -- -- -- --
Fredric K. Rosen 12,726 3.2% 27.43 4/30/07 180,000 437,000
Charles M. Hevenor 15,000 3.7% 24.87 4/30/08 235,000 595,000
Gary K. Bennett 12,753 3.2% 27.31 4/30/07 179,000 436,000
Richard F. Treacy, Jr. -- -- -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These options, except for those granted to Charles M. Hevenor, were granted
upon the exercise of certain other options ("reload" options). Reload
options are granted when the optionee exercises all or part of an earlier
original option within five years of the grant date of the original option
through a form of "cashless" exercise. Each reload option granted entitles
the optionee to purchase a number of shares of common stock equal to the
number of shares of common stock surrendered in exercising the original
option; have an option price equal to the fair market value of a share of
common stock on the grant date of the reload option; vest and become
exercisable three years following the grant date of the reload options; and
are exercisable until the expiration of the option period for the original
options. The stock options that were granted to Charles M. Hevenor become
exercisable in installments of 33 1/3% per year beginning in fiscal year
2000. The terms of the plan provide that all stock options granted may
become exercisable in full in the event of a change of control (as defined
in the plan).
(2) These stock options were granted on the following dates: Michael J.
Cheshire, September 24, 1998; Fredric K. Rosen, September 29, 1998; Charles
M. Hevenor, May 1, 1998; and Gary K. Bennett, September 24, 1998. These
stock options were granted at the fair market value of the common stock on
the date of grant.
(3) Pursuant to Securities and Exchange Commission rules, columns (f) and (g)
show gains that might exist for the options at 5% and 10% annual compounded
appreciation in the stock price. This method of valuation is hypothetical;
if the stock price does not increase above the exercise price, the
compensation to the Named Executive will be zero. If this same methodology
was used to determine the potential realizable gain for all shareholders
over a period representative of the grants listed above, the gain based on
5% annual appreciation would be approximately $329,000,000 and the gain
based on 10% annual appreciation would be approximately $810,000,000. The
potential gain related to the options granted to the Named Executives above
represents approximately 0.3% of the total potential gain to all
shareholders using this valuation method. These are assumed rates of
appreciation and are not intended to forecast future appreciation of the
Company's common stock. Actual gains, if any, on option exercises and share
holdings are dependent on the future performance of the Company's stock
price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
TABLE V
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END ($)(1)
--------------------------------- ---------------------------------
<CAPTION>
(a) (b) (c) (d) (e) (f) (g)
Shares
Acquired on Value
Name Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Cheshire 30,000 $ 320,700 10,000 132,955 $ 21,925 $ 308,675
George M. Gentile 20,000 225,000 252,500 -- 603,981 --
Fredric K. Rosen 31,667 379,933 -- 86,059 -- 195,583
Charles M. Hevenor -- -- 17,667 60,333 69,455 118,533
Gary K. Bennett 16,707 178,715 12,460 60,086 67,719 115,958
Richard F. Treacy, Jr. -- -- 34,500 40,000 206,001 105,100
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These amounts represent the difference between the exercise price of the
stock options and the closing price of the Company's common stock on April
30, 1999 ($18.8125) for all options held by each Named Executive. The stock
option exercise prices ranged from $7.25 to $27.43. All stock options are
granted at the fair market value of the common stock on the date of grant.
12
<PAGE>
PERFORMANCE GRAPH
CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING APRIL 30, 1994
ASSUMING REINVESTMENT OF DIVIDENDS
[GRAPHIC OMITTED]
<TABLE>
- ------------------------------------------------------------------------------------
<CAPTION>
Apr-94 Apr-95 Apr-96 Apr-97 Apr-98 Apr-99
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gerber Scientific, Inc. $100 $104 $116 $116 $182 $136
- ------------------------------------------------------------------------------------
S&P 500[registered trademark] $100 $117 $153 $191 $270 $329
- ------------------------------------------------------------------------------------
Dow Jones Diversified
Technology Index $100 $122 $152 $198 $232 $257
- ------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENTS AND ARRANGEMENTS
On February 17, 1997 the Company entered into an employment agreement with
Michael J. Cheshire to serve as President and Chief Operating Officer of the
Company. Mr. Cheshire has further served as a Company Director since 1997
consistent with the terms of this agreement. Under the terms of this agreement,
Mr. Cheshire was to receive a one time Sign-On award of $400,000 payable over a
period of three years. The final payment of this award in the amount of $200,000
was paid to Mr. Cheshire in February 1999 as specified by the agreement. The
terms of that agreement also provide that Mr. Cheshire would be granted options
to purchase a total of 150,000 shares of Common Stock pursuant to the Company's
stock option plans which have been satisfied by a grant of options of 30,000
shares at $14.37 (together with 7,500 Performance Units) on February 17, 1997
and a further grant of options to purchase 120,000 shares at $16.62 on May 1,
1997.
George M. Gentile resigned as the Company's Chief Executive Officer effective
June 1, 1998 and retired effective December 31, 1998 consistent with his plans
as outlined in the Proxy Statement for the prior fiscal year. In connection with
Mr. Gentile's retirement, the Management Development and Compensation Committee
accelerated the vesting date of options to purchase 50,000 shares of the
Company's Common Stock to June 17, 1998, authorized the payment of a pro rata
portion of his fiscal year 1998 year-end bonus (computed in accordance with the
terms of the fiscal year 1999 Annual Incentive Bonus Plan) and approved his
leave with pay through December 31, 1998 in lieu of earned and accrued vacation.
Effective June 1, 1998, Mr. Cheshire was appointed Chief Executive Officer
("CEO") by the Board of Directors and the Management Development and
Compensation Committee authorized an amendment to Mr. Cheshire's agreement to
reflect his new position and provided for him to be paid a base salary of
$500,000 per year. In June 1999, Mr. Cheshire's agreement was further amended to
incorporate the terms of the Company's Change In Control Agreement described
below.
CHANGE IN CONTROL AGREEMENTS
At its June 1999 meeting, the Management Development and Compensation Committee
and the Board of Directors authorized "Change In Control" agreements between the
Company and the Named Executives, corporate officers and certain other
designated employees. The Board further authorized certain of the Company's
subsidiaries to enter into similar Change In Control agreements with designated
subsidiary officers of those organizations. The agreements were consummated in
July 1999. The agreements are designed to assure continued management of the
Company in circumstances where a change in control of the Company's ownership
occurs or is threatened.
The term "change in control" for purposes of the Company agreements is defined
to include certain changes in beneficial ownership of the Company's outstanding
shares of Common Stock, certain business combinations, liquidations and certain
changes in the composition of the Board of Directors.
These agreements are for a period of three years renewable yearly thereafter
beginning May 1, 1999 and are operative only if a "change in control" occurs and
the executive's employment is terminated (other than by death, disability or
retirement), by the Company within two years following the change in control or
if there are significant changes in the executive's position with the Company in
such period which would allow the executive to leave for "good reason" as
defined in the agreements. If the defined circumstances occur, these agreements
provide for a lump sum payment of a multiple of years of the executive's annual
salary and target bonus plus continuation of certain insurance and other
employee welfare benefits. These agreements further provide that the Company
reimburse the executive with respect to certain federal excise taxes on
so-called "parachute" payments. For the CEO, the multiple is three years, for
Senior Vice Presidents of the
14
<PAGE>
Company the multiple is two and one-half years and for Vice Presidents of the
Company, the multiple is two years. In addition to the above, corporate officers
of the Company who also serve as the President of a subsidiary have a separate
change in control agreement with their subsidiary on equivalent terms with
respect to a change in ownership of that subsidiary. These Change In Control
agreements with respect to ownership of the Company have been or are being
entered into with a total of 33 employees of the Company and its subsidiaries.
SEVERANCE POLICY
At its June 1999 meeting, the Management Development and Compensation Committee
adopted, and the Board of Directors approved, a formal policy regarding payments
and other benefits to be made to certain executives in the event their
employment is terminated by the Company (or the employing subsidiary) "without
cause" as defined in the policy. This policy is applicable to the CEO, the Named
Executives, other officers of the Company and officers of its subsidiaries. The
policy cannot be modified except on ninety days prior notice.
The policy provides for the continuation of salary and the payment of a pro rata
target bonus and certain other benefits for varying periods of time for officers
of the Company and officers of its subsidiaries. For the CEO, the period of time
is two years, for Senior Vice Presidents and subsidiary Presidents, including
the Named Executives, the period is one and one-half years. Payments under the
policy are conditioned on the executive's non-competition with the business of
the Company for the benefit period and the policy further provides for reduced
benefits upon employment elsewhere.
PENSION PLANS
The Company maintains a non-contributory qualified defined benefit pension plan,
the Gerber Scientific, Inc. and Participating Subsidiaries Pension Plan (the
"Pension Plan"), and a supplemental pension benefit plan (the "Supplemental
Pension Benefit Plan"), covering domestic employees. Effective May 1, 1995,
retirement benefits under the Pension Plan are based on an employee's years of
service and average annual covered compensation during the employee's five
consecutive highest-paid years in the last ten years of service. Compensation
for this purpose includes salary and other compensation paid by the Company and
reportable on Form W-2, but excludes fringe benefits (cash and non-cash)
including compensation related to long-term incentive awards which is reported
in the Summary Compensation table in this Proxy Statement and compensation
related to stock option plans. The Code limits the amount of compensation that
may be considered and the annual benefits which may be payable from the Pension
Plan. Retirement benefits in excess of these limitations are provided under the
Company's Supplemental Pension Benefit Plan which is a nonqualified arrangement.
The following table shows the estimated annual benefits payable to a participant
attaining age 65 in 1999 under the Pension Plan and the Supplemental Pension
Benefit Plan for specified years of service at age 65. The table assumes that
the given level of compensation is the compensation for the last calendar year
in the five-year averaging period, and uses a 4.5 percent per year salary
progression to determine five-year average compensation. The benefits shown in
the table are formula benefits, which include a reduction for Social Security
benefits. Each of the benefits shown is payable as a straight life annuity.
Benefits are reduced if a survivor's benefit is elected. On retirement at ages
earlier than 65, benefits may be reduced depending upon age and service at
retirement.
15
<PAGE>
ESTIMATED PENSION BENEFITS
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000 $ 37,107 $ 49,476 $ 61,845 $ 74,231 $ 87,993 $101,756
300,000 57,751 77,001 96,251 115,518 136,162 156,806
400,000 78,395 104,526 130,658 156,806 184,331 211,856
500,000 99,039 132,051 165,064 198,094 232,500 266,907
600,000 119,682 159,577 199,471 239,382 280,669 321,957
700,000 140,326 187,102 233,877 280,669 328,838 377,007
800,000 160,970 214,627 268,284 321,957 377,007 432,058
900,000 181,614 242,152 302,690 363,245 425,176 487,108
1,000,000 202,258 269,677 337,097 404,533 473,345 542,158
1,100,000 222,902 297,202 371,503 445,820 521,514 597,209
1,200,000 243,546 324,728 405,909 487,108 569,683 652,259
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
As of normal retirement age (65) or attained age, if later, the years of service
credited for retirement benefits for the Company's Named Executives in the
Summary Compensation Table would be as follows: 17 years for Michael J.
Cheshire; 17 years for Fredric K. Rosen; 34 years for Gary K. Bennett; 36 years
for Charles M. Hevenor; and 24 years for Richard F. Treacy, Jr.
The current compensation covered by the plans for the Named Executives does not
differ substantially from that set forth in the annual compensation columns of
the Summary Compensation Table except for Mr. Michael J. Cheshire whose sign-on
award was not covered by the plans.
16
<PAGE>
401(K) PLAN
The Company's 401(k) defined contribution plan (the "401(k) Plan") covers
domestic employees. Under the 401(k) Plan, participating employees may
contribute from 2 percent to 15 percent of their eligible pay on a "pre-tax"
basis, subject to a calendar year limitation of $10,000 in 1998 and 1999, plus
up to 10% of their eligible pay on an "after-tax" basis. The Company matches 50%
of the first 6% of a participant's pre-tax contribution, up to a maximum annual
Company contribution of $1,000 per participant. In 1998, the Company amended the
401(k) Plan to permit participants to invest in additional funds under the plan,
including a Company stock fund. Upon termination, a participant is entitled to
receive the value of his/her account, including any investment earnings or
losses.
DEFERRED COMPENSATION PLAN
In 1998, the Company established the Gerber Scientific, Inc. and Participating
Subsidiaries Deferred Compensation Plan (the "Deferred Compensation Plan"),
which allows certain highly compensated employees who will reach the maximum
qualified pre-tax deferral amount under the 401(k) Plan to defer an additional
portion of their eligible pay under the Deferred Compensation Plan. Eligibility
for the Deferred Compensation Plan is determined annually based on compensation
levels. Eligible participants may defer up to 15 percent of their "pre-tax"
eligible pay to the Deferred Compensation Plan less any amounts contributed to
the 401(k) Plan. Participants may invest in a variety of funds under the plan,
including Company stock. The Deferred Compensation Plan is a nonqualified plan
under the Internal Revenue Code. Compensation deferred under the plan is held in
a trust that protects its assets from the effects of a change in control but not
against the insolvency or bankruptcy of the Company or any of its subsidiaries.
17
<PAGE>
PROPOSAL 2 - APPROVAL OF THE GERBER SCIENTIFIC, INC.
2000-2004 EXECUTIVE ANNUAL INCENTIVE BONUS PLAN
THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR THIS PROPOSAL.
At its June 1999 meeting, the Management Development and Compensation Committee
("the Committee") of the Company's Board of Directors established and approved
the Gerber Scientific, Inc. 2000-2004 Executive Annual Incentive Bonus Plan
("Plan") effective May 1, 1999 for each of the fiscal years in the period ending
April 30, 2004. This Plan is subject to the approval of the shareholders.
The Plan provides for annual incentive bonus payments to be made to selected
executives identified by the Committee upon the achievement, or degree of
achievement, of pre-established Performance Goals which are linked to the
financial performance of the Company and its operating subsidiaries (now
designated as Gerber Technology, Inc., Gerber Scientific Products, Inc. and
Gerber Coburn Optical, Inc.). The Performance Goals will be established by the
Committee each fiscal year, at or near the beginning of such year, from a number
of financial objectives defined in the Plan, including: return on assets, net
income, cash flow, earnings before interest and taxes and earnings per share. A
complete listing of financial measures which may be selected by the Committee as
the Performance Goal(s) for each fiscal year is included in the terms of the
Plan which is Appendix A of this Proxy Statement.
The participants in the Plan will be the officers of the Company and the
Company's subsidiaries (including the CEO and other Named Executives), as
selected and designated by the Committee, and such other employees of the
Company or its subsidiaries as the Committee may designate. Executives
designated to participate in the Plan cannot participate in the Gerber
Scientific, Inc. 1999-2001 Annual Incentive Bonus Plan previously approved by
shareholders nor can any such executives be otherwise eligible for any other
Company cash incentive compensation plan. It is estimated that approximately 36
executives will participate in the initial year of the Plan.
Each year, each participant in the Plan will be assigned by the Committee a
"Target Bonus" expressed as a percentage of the participant's regular salary at
the close of the fiscal year. Newly hired executives who are designated as
participants in the Plan share pro rata in the Plan provided they are employees
of the Company or designated subsidiary for at least two months during the
fiscal year. Pro rata adjustments are also made for participants who transfer
within companies which are designated as part of the Plan. The Committee has
established that for fiscal year 2000, the Target Bonus for the CEO is 75
percent of salary, and the Target Bonus for the other Named Executives is 50
percent of salary. Other executives included in the Plan are generally assigned
a 30 percent Target Bonus. In any fiscal year, the maximum cash bonus payable to
any participant is two times the Target Bonus up to a maximum of two million
dollars.
The cash bonus amount payable to executives who are participants in the Plan is
determined by the degree of achievement of the Performance Goal(s) applicable to
either the parent Company or a designated subsidiary where the executive is
employed. Performance Goal(s) are to be established by the Committee each fiscal
year.
The Plan permits a participant to elect to purchase Company stock, at the
prevailing market price at the date bonuses are paid, with up to 50 percent of
the participant's cash bonus, less applicable withholding taxes. The participant
is, in return, granted restricted shares of Company stock in an amount equal in
value to one-third of the gross bonus amount elected to be taken in stock. The
restricted stock vests one-third each year over a three-year period provided (i)
the participant remains in the employ of the Company unless the cessation of
employment was a result of retirement, death, disability or change in control of
the Company; and (ii) the participant continues to
18
<PAGE>
hold the underlying Company stock purchased with this bonus for the entire
vesting period. If the participant disposes of any or all of the Company stock
during the three-year vesting period, a proportional amount of any unvested
restricted stock is forfeited.
Payment of any cash bonus under the Plan is conditional upon the participant's
continued employment by the Company through the last day of the fiscal year. The
Plan is to be administered by the Committee which is authorized to interpret and
administer the Plan and to make amendments or to terminate the Plan. However,
any material amendments cannot be made without shareholder approval.
Since benefits to be paid under the Plan are based upon the achievement of
Performance Goals in the future, the Company cannot determine amounts which may
become payable in the future under the Plan to the CEO or other Named
Executives. Moreover, the Company does not believe it would be meaningful or
accurate, to attempt to compute amounts which would have been payable under the
Plan had the Plan been in effect for the fiscal year 1999. The Performance
Goal(s) established by the Committee for fiscal year 2000 are conditioned on
shareholder approval of this Plan. The financial performance assumptions
implicit in the establishment of these Performance Goals by the Committee are
based upon current assumptions as to market and economic conditions for the
forthcoming fiscal year, which are necessarily different from conditions for
past years. In the most recent two fiscal years, the Company has engaged in
acquisitions of businesses and has sold all of its interest in one business.
Moreover, in that period, the Company has gained leverage through increased debt
at fluctuating rates of interest and experienced non-recurring consolidation
costs with respect to acquired businesses. Finally, the Performance Goals
established by the Committee for the current fiscal year 2000 reflect the
expected favorable financial impact of several new products recently introduced
by the Company's operating subsidiaries. The maximum number of Company shares
which may be purchased under the Plan shall not exceed 375,000 and in addition,
the corresponding maximum number of restricted shares to be issued shall not
exceed 125,000.
The closing price of the Company's Common Stock on July 28, 1999 was $23.75 per
share.
VOTE REQUIRED FOR APPROVAL
Pursuant to the By-Laws of the Company and Connecticut state law, the
affirmative vote of the holders of a majority of the shares of the Company's
Common Stock represented at the meeting is required for approval of the Plan.
Abstentions will have the same effect as votes "against" the proposal.
The Committee has directed that the Plan be submitted to the Company's
shareholders for approval at the annual meeting in accordance with Internal
Revenue Code Section 162(m), to preserve the deductibility of all amounts which
may be paid to employees under the Plan. Absent shareholder approval, the Plan
will not be implemented. If shareholder approval is not obtained, however, the
proposed participants of this Plan will participate in the Gerber Scientific,
Inc. 1999-2001 Annual Incentive Bonus Plan approved by shareholders on September
25, 1998.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE 2000-2004
EXECUTIVE ANNUAL INCENTIVE BONUS PLAN.
INDEPENDENT AUDITORS
The Board of Directors has approved the appointment of KPMG LLP as independent
auditors to audit the financial statements of the Company for the fiscal year
ending April 30, 2000. This firm has served as independent auditors for the
Company for many years. The audit services rendered to the Company by KPMG LLP
during the year ended April 30, 1999, included examination of the annual
financial statements of the Company, reviews of quarterly reports, and
consultation on various accounting and tax matters.
19
<PAGE>
Representatives of KPMG LLP are expected to be present at the Annual Meeting and
will have the opportunity to make a statement if they wish. They will also be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 2000 MEETING
The Company must receive shareholder proposals for the 2000 Annual Meeting no
later than April 12, 2000, for inclusion in the 2000 Proxy Statement and form of
proxy.
The Company may use its discretion in voting proxies with respect to shareholder
proposals not included in the Proxy Statement for the Company's Annual Meeting
in the year 2000, unless the Company receives notice of such proposals prior to
June 21, 2000.
OTHER BUSINESS
The Board of Directors and management do not know of any matters to come before
the Annual Meeting of Shareholders other than those set forth in the
accompanying Notice. If any other matters properly come before the Meeting,
however, it is the intention of the persons named in the enclosed form of proxy
to vote on such matters in accordance with their best judgment and in the best
interests of the Company.
By Order of the Board of Directors.
/s/Richard F. Treacy, Jr.
Richard F. Treacy, Jr.
Secretary
Dated at South Windsor, Connecticut
this 4th day of August 1999
20
<PAGE>
APPENDIX A
GERBER SCIENTIFIC, INC.
2000-2004 EXECUTIVE ANNUAL INCENTIVE BONUS PLAN
1. PURPOSE
The purpose of the Plan is to reward certain Designated Executives of the
Company and its subsidiaries by providing annual cash bonuses based upon the
achievement of Performance Goals which are to be predefined by the Committee.
2. DEFINITIONS
For purposes of this Plan, the following terms shall have the definitions set
forth below:
(a) "Board." The Board of Directors of the Company.
(b) "Bonus Stock." Shares of the Company's Common Stock acquired in lieu of a
portion of the cash bonus earned under this Plan.
(c) "CEO." The Chief Executive Officer of the Company.
(d) "Change of Control." A change of control as defined in the Employee Stock
Plan.
(e) "Code." The Internal Revenue Code of 1986, as amended, and as it may be
amended from time to time, or any corresponding federal tax statute enacted
after the date this Plan is adopted by the Committee. A reference to a
specific section of the Code refers not only to such specific section but
also to any corresponding provision of any federal tax statute enacted
after the date this Plan is adopted by the Committee, as such specific
section or corresponding provision is in effect on the date of application
of the provisions of this Plan containing such reference.
(f) "Committee." The Management Development and Compensation Committee, as
appointed from time to time by the Board and consisting solely of two or
more outside directors who are not otherwise Employees of the Company or
any subsidiary.
(g) "Company." Gerber Scientific, Inc.
(h) "Corporate Employees." Employees of the Company (as distinguished from
Employees of any subsidiary) who are not Corporate Officers.
(i) "Corporate Designated Executives." Corporate Officers and other key
Corporate Employees designated by the Committee as eligible to receive cash
bonuses pursuant to section 6, hereof.
(j) "Corporate Officers." Officers of the Company at the level of Vice
President or above.
(k) "Designated Executives." Corporate Designated Executives and Subsidiary
Designated Executives.
(l) "Employees." Individuals employed by either the Company or one of its
Subsidiaries.
(m) "Employee Stock Plan." The Company's 1992 Employee Stock Plan, as amended,
and as it may be further amended from time to time.
(n) "Management." The Chairman and the Chief Executive Officer of the Company.
(o) "Performance Goals." Goals based on business criteria established by the
Committee in accordance with section 5, hereof, computed in accordance with
the directions of the Committee.
(p) "Permanent Disability." Permanent and Total Disability as provided in
Section 22(e)(3) of the Code.
(q) "Plan." This 2000-2004 Executive Annual Incentive Bonus Plan, as it may be
amended from time to time.
(r) "Regular Wages Paid." The annual salary payable by the Company (or its
Subsidiary) to the plan participant on the last day of each fiscal year
covered by this plan.
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(s) "Retirement." Retirement as defined in the Employee Stock Plan.
(t) "Restricted Stock." Shares of Company Common Stock granted or to be granted
subject to certain restrictions as provided in Sections 8.2 and 8.2.1.
(u) "Subsidiary" or "Subsidiaries." The Company's existing U.S. operating
subsidiaries (i.e., Gerber Scientific Products, Inc.; Gerber Technology,
Inc.; and Gerber Coburn Optical, Inc.) and such other corporations which
are or may become wholly owned subsidiaries of the Company and which are
designated by the Committee as a subsidiary to be included within the terms
of this plan.
(v) "Subsidiary Designated Executives." The President of each Subsidiary and
other key employees of the Subsidiary designated by the Committee as
eligible to receive cash bonuses pursuant to section 6 hereof.
(w) "Target Bonus Potential." The bonus percentages as set forth in, or
authorized by, Section 6.1 hereof.
3. SUMMARY
Bonuses under the Plan are payable to the Designated Executives upon the
achievement of one or more Performance Goals. The Committee will establish
Performance Goals each year for the Company and for each of the Subsidiaries.
Designated Executives shall be entitled to bonuses based upon the achievement of
the Performance Goals by the Company for Corporate Designated Executives or by
the Subsidiary for a Subsidiary Designated Executive; provided, however, that no
bonuses shall be paid until the Committee has certified in writing the
achievement of the applicable Performance Goal(s).
4. PLAN YEARS
This Plan shall become effective on May 1, 1999 and shall be in effect for each
of the succeeding five fiscal years through April 30, 2004.
5. PERFORMANCE GOAL(S)
Performance Goal(s) for each fiscal year for the Company and each Subsidiary
shall be determined by the Committee, but must be based on one or more of the
following business criteria, each business criteria to be subject to such
adjustments for changes in accounting principles and/or other items that are
required by generally accepted accounting principles ("GAAP") to be separately
disclosed in the Company's or each Subsidiary's financial statements: return on
equity, return on assets, net income, cash flow, book value, earnings before
interest and taxes ("EBIT"), revenues, financial return ratios, market
performance of the Company, total shareholder return and/or earnings per share.
Performance Goals established by the Committee may specifically provide for
graduated levels of achievement by the Company, or the Subsidiary, both above
and below one or more stated Performance Goal(s) and consequent preestablished
bonus payment amounts as a result of the achievement of each graduated level of
the Performance Goal(s). Cash bonuses to Corporate Designated Executives are
determined in accordance with achievement of the Performance Goal(s) of the
Company. Cash bonuses to Subsidiary Designated Executives are determined in
accordance with achievement of the Performance Goal(s) of the applicable
Subsidiary by which each such Subsidiary Designated Executive is employed,
subject to the provisions of Section 7.1.3. The Performance Goal(s) for each
fiscal year shall be established by the Committee within the first three months
of that fiscal year or within such other time as may be required pursuant to
Section 162(m) of the Code.
6. DETERMINATION OF INDIVIDUAL BONUS AMOUNTS
6.1 The Target Bonus Potential. The Target Bonus Potential for cash bonus
awards for each fiscal year will be fixed by the Committee as a percentage
of each participant's Regular Wages Paid. Except for grants of Restricted
Stock in accordance with section 8.2, awards shall be made under the Plan
according to these targets only to the extent that the
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applicable Performance Goal(s) has been achieved in accordance with the
term(s) of such goal. All bonus amounts payable hereunder are subject to
the maximum bonus percentage and maximum bonus amount stated in section
6.2.
6.2 Maximum Bonus Percentages and Amounts. The maximum cash bonus payable to
any Designated Executive is two times the Target Bonus Potential. This
maximum bonus amount may be increased by up to one-sixth of the amount of
such bonus by an additional award of Restricted Stock, subject to the
Designated Executive's stock election pursuant to section 8.2. In no event
shall any cash bonus payable to any Designated Executive under this plan
exceed $2 million dollars for any fiscal year (as computed prior to any
election to receive Company Stock and Restricted Stock under section 8.2).
6.3 Committee Authority. The Committee shall have the sole authority to
designate which Employees are classified as Corporate Officers, and
Management shall have authority to designate other Corporate Designated
Executives and Subsidiary Designated Executives subject to ratification by
the Committee.
7. ELIGIBILITY
7.1 Eligible Participants. Eligibility under this Plan is limited to
Designated Executives who are on the active permanent payroll on the last
day of the fiscal year and who have been employed continuously by the
Company or a Subsidiary for more than two (2) months.
7.1.1 An approved leave of absence shall not be considered a break in
service for purposes of eligibility to receive bonuses under the
Plan.
7.1.2 Designated Executives who as of the last day of the fiscal year
have been employed by the Company or a Subsidiary for less than two
(2) months are not eligible to receive any bonus under the Plan.
7.1.3 Designated Executives who transfer between participating companies
but who otherwise qualify under the terms hereof, shall participate
pro rata in the Plan of each company where they were employed
during the fiscal year. Bonus amounts payable under this Plan are
to be based on the respective Regular Wages Paid and applicable
Target Bonus Potential at each company where the transferred
Designated Executive was employed.
7.2 Excluded Employees. Specifically excluded from participating in the Plan
are Employees who participate in other forms of cash incentive
compensation plans (e.g., commission plans).
8. DISTRIBUTION OF INCENTIVE BONUS
8.1 Cash Distribution. Except as provided in this section 8, and subject to
any voluntary deferral under the Company's 401(k) plan, Deferred
Compensation plan or other voluntary deferral plans as the Committee may
adopt, the incentive bonus shall be paid in cash to eligible Designated
Executives in accordance with section 6 ("Determination of Individual
Bonus Amounts"). It is expected that any distribution for each fiscal year
will be made on or before July 15th following the close of each fiscal
year, subject to written certification by the Committee that the
applicable Performance Goal(s) have been achieved.
8.2 Stock Election. Designated Executives may elect to receive up to 50
percent of their bonus in the form of Company Common Stock in lieu of
cash, less applicable withholding taxes. To encourage the election of
Bonus Stock, the Company shall award additional shares of the Company's
Common Stock which shall equal in value (valued as of the date of purchase
of the Bonus Stock without regard to any
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restrictions that may attach to such shares) to one-third of the bonus
amount elected to be received in stock before tax withholding and shall be
subject to certain restrictions ("Restricted Stock"). The restrictions and
other terms of such Restricted Stock award shall be determined by the
Committee and set forth in separate grant agreements. The agreement shall
provide, among other things, that such Restricted Stock shall vest (and the
restrictions shall lapse) in equal installments at each of the three
anniversary dates following the date of payment, provided that the
Restricted Stock has not been forfeited prior to any such vesting date. In
the event that all or any portion of the Bonus Stock (after deduction for
taxes withheld) is sold, transferred, or otherwise disposed of by the
recipient thereof during the three year period following the grant of the
Restricted Stock, a proportional number of the shares of Restricted Stock
not yet vested shall be forfeited. [Example: If a participant received 150
shares of Common Stock in lieu of a portion of his or her cash bonus, after
withholding 60 shares for taxes, the participant will receive 90 shares of
Bonus Stock. The participant would then be granted 50 shares of Restricted
Stock (one-third of 150 shares). If the participant then sells all 90
shares of the Bonus Stock after the first anniversary of the Restricted
Stock Grant date but before the second anniversary thereof, two-thirds of
the shares of Restricted Stock (33.33 shares) would be forfeited to the
Company. The restrictions as to one-third of the Shares of Restricted Stock
(16.67 shares) would have lapsed after one year and those shares would no
longer be Restricted Stock.] The foregoing provisions with respect to
forfeiture shall not be applicable with respect to Bonus Shares which are
transferred or otherwise disposed of to the Company in satisfaction of
amounts due the Company incident to the exercise of stock options or other
Company plans with respect to the purchase of Company Stock; provided,
however, that shares resulting from such transaction equivalent in number
to the Bonus Shares transferred or otherwise disposed of to the Company
incident to such transactions are retained by the Designated Executive
consistent with the terms of this Plan regarding the vesting of Restricted
Shares. Upon termination of employment for any reason other than death,
Permanent Disability or Retirement, all Restricted Stock not yet vested
shall be forfeited. If termination of a Designated Executive's employment
is due to death, Permanent Disability or Retirement, all restrictions on
the Restricted Stock issued to such Designated Executive pursuant to the
Plan shall terminate upon such termination. All restrictions on Restricted
Stock issued to a Designated Executive pursuant to this Plan shall also
terminate in the event of a Change of Control.
8.2.1 Restrictions. Restricted Stock shall be subject to such additional
restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee may impose, which
restrictions may lapse separately or in combination at such times
or under circumstances as the Committee may determine on the date
of election or thereafter. Except as stated in section 8.2, a
Designated Executive granted Restricted Stock shall have all of the
rights of a shareholder, including the right to vote the restricted
shares and the right to receive dividends thereon (subject to any
mandatory reinvestment or other requirement imposed by the
Committee). Prior to vesting, Restricted Stock may not be sold,
transferred, pledged, hypothecated, margined or otherwise
encumbered by the Designated Executive. Certificates representing
shares of Restricted Stock may be legended to restrict transfer.
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8.2.2 Income Tax Withholding. It shall be a condition of an Employee's
right to receive a bonus under this Plan whether in the form of
Bonus Stock (including Restricted Stock) or cash, that the
Designated Executive consents to the withholding by the Company of
any federal, state or other taxes which the Company is obligated to
withhold or collect. The Company is authorized to withhold any such
federal, state or other taxes resulting from such bonus by
withholding such number of shares of Company Common Stock otherwise
issuable to such Employee that, based on the fair market value of
the shares on the date of the bonus payment is made, will satisfy
such federal, state or other tax withholding. It shall be a
condition of a Designated Executive's right to receive Restricted
Stock pursuant to this Plan that the Designated Executive agrees
and authorizes the Company to either withhold from such Designated
Executive's Regular Wages Paid or, at the Company's election, to
reduce the number of shares of Restricted Stock which would
otherwise be due to the Designated Executive under this Plan by an
amount which, in the sole discretion of the Company, is sufficient
to pay all income taxes that the Company is required to withhold or
collect in connection with the Restricted Stock award.
8.2.3 Investment Representation. Unless the Committee otherwise
determines, Participants who elect to receive Common Stock in lieu
of cash must agree to take such Common Stock for investment and not
for distribution. Delivery of such representations as may be
requested by the Committee shall be a condition precedent to the
right of the Participant to receive any shares of Common Stock
under this Plan. Certificates representing such shares of Common
Stock may be legended to restrict transfer absent compliance with
the federal securities laws.
8.2.4 Issuance of Bonus Stock and Restricted Stock. Company Common Stock
received by Designated Executives in lieu of cash may, in the sole
discretion of the Committee, be issued by the Company, purchased in
the open market using the applicable portion of the Designated
Executive's cash bonus amount, or issued under the Employee Stock
Plan. In the Committee's discretion, Restricted Stock may be issued
as Restricted Shares under this Plan or under the Employee Stock
Plan.
8.3 The maximum number of Company shares which may be purchased under this
plan shall not exceed 375,000 shares and in addition, the corresponding
maximum number of restricted shares to be issued shall not exceed 125,000
shares subject to section 10.5 below.
9. TERMINATION OF PARTICIPATION IN GERBER SCIENTIFIC, INC. 1999-2001 ANNUAL
INCENTIVE BONUS PLAN
Pursuant to the rights of the Committee under the terms of section 9.3 of the
Gerber Scientific, Inc. 1999-2001 Annual Incentive Bonus Plan approved by
shareholders on or about September 25, 1998, upon shareholder approval of this
Plan the Committee has, and does hereby, terminate the right of Designated
Executives included as participants under this Plan to receive any payment of
any cash or other bonuses under the Gerber Scientific, Inc. 1999-2001 Annual
Incentive Bonus Plan effective on the date of approval of this Plan by
shareholders of the Company at its Annual Meeting of Shareholders presently
scheduled for September 15, 1999. On request of the Company and as a condition
of receiving any bonus under the terms of this Plan, the Committee may require
any Designated Executive to acknowledge, in
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writing, that such Designated Executive is not entitled to any bonus under the
terms of the Gerber Scientific, Inc. 1999-2001 Annual Incentive Bonus Plan.
10. MISCELLANEOUS
10.1 Transferability. A Designated Executive's rights and interests under the
Plan may not be assigned or transferred. In the event of a Designated
Executive's death after the end of a fiscal year but prior to the bonus
payment date, the Company shall pay any bonus amounts due under the Plan
to the Employee's designated beneficiary, or in the absence of such
designation, by will or the laws of descent and distribution.
10.2 Administration of Plan. The Plan shall be administered by the Committee.
The Committee shall have the authority to interpret the Plan to adopt
plans whereby the bonus payments otherwise payable under the Plan may be
voluntarily deferred, at the participant's election, to establish and
revise rules, amounts and regulations relating to the Plan, and to make
any other determinations that it believes necessary or advisable for the
administration of the Plan. Decisions of the Committee shall be final,
conclusive, and binding upon all parties, including the Company,
Subsidiaries, shareholders, and Designated Executives. The Committee
shall, in the exercise of its sole discretion, determine any and all
issues relating to the manner by which Performance Goals are to be
calculated and certified and upon whom it shall rely in the determination
of achievement and certification of Performance Goals or computation of
any and all due hereunder including bonus amounts payable under the Plan.
10.3 Amendment and Termination. The Committee reserves the right to modify,
suspend or terminate the Plan in whole or in part at any time; provided,
however, that no modification of the Plan by the Committee without
approval of the shareholders will materially increase the maximum amount
allocated to the CEO and the four most highly compensated Employees or
render any member of the Committee eligible for a bonus award. Any
modification to material terms of the Plan (i.e., Employees eligible,
business criteria on which the performance goal is based, or maximum
amount of compensation payable) shall require shareholder approval prior
to the payment of any benefit.
10.4 No Agreement To Employ. Nothing in the Plan shall be construed to
constitute or evidence an agreement or understanding, express or implied,
by the Company to employ or retain any Designated Executive for any
specific period of time.
10.5 In the event that the number of the outstanding shares of Common Stock is
changed by reason of stock dividend or stock split or other combination
or circumstance which results in the issuance of additional shares of
Common Stock to existing shareholders, the number of shares which may
thereafter be purchased under this Plan and the number of shares that may
be issued as Restricted Stock under this Plan shall be adjusted
proportionately so as to reflect such change. If any shares of Restricted
Stock are forfeited, such shares shall thereafter be available for
reissuance under this Plan.
10.6 Certification That Terms Have Been Satisfied. Prior to payment of any
bonus amount under the Plan, the Committee shall certify in writing that
the Performance Goal(s) and all other material terms stated herein have
been attained. For this purpose, the approved minutes of a Committee
meeting in which a certification is made shall be treated as a written
certification.
10.7 Indemnification. Current and past members of the Board or Committee shall
be indemnified and held harmless by the Company against and from any and
all loss,
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cost, liability or expense that may be imposed upon or reasonably
incurred by such member in connection with or resulting from
any claim, action, suit or proceeding to which such member may be or
become a party or in which such member may be or become involved by
reason of any action taken or failure to act under this Plan and against
and from any and all amounts paid by such member in settlement thereof
(with the Company's written approval) or paid by such member in
satisfaction of a judgment in any such action, suit or proceeding, except
a judgment in favor of the Company based upon a finding of such member's
lack of good faith. Indemnification pursuant to this provision is subject
to the condition that, upon the institution of any claim, action, suit,
or proceeding against such member, such member shall in writing give the
Company an opportunity, at its own expense, to handle and defend the same
before such member undertakes to handle and defend it on such member's
behalf. The foregoing right of indemnification shall not be exclusive of
any other right to which such member may be entitled as a matter of law
or otherwise, or any power that the Company may have to indemnify or hold
such member harmless.
10.8 Governing Law. This Plan shall be governed by the laws of the State of
Connecticut.
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DIRECTIONS TO GERBER SCIENTIFIC, INC.
[GRAPHIC OMITTED]
FROM NEW YORK CITY AND SOUTHERN CONNECTICUT
Follow I-95 or Hutchinson River Pkwy/Merritt Pkwy north to I-91. Continue north
on I-91. As you approach Hartford, exit to the right onto I-84 East (Exit 29).
Follow I-84 East to Exit 64/65. Stay in far left lane. At end of ramp, turn
left. Move immediately into right lane. At second light (not including the light
at the end of the exit ramp), turn right onto Kelly Road. Follow Kelly Road past
the Holiday Inn Express. Turn left onto Gerber Road East. Follow signs for
parking.
FROM MASSACHUSETTS
Follow I-90 to I-84. Follow I-84 South/West into Connecticut to Exit 64.
Turn left off ramp onto Kelly Road. Turn left onto Gerber Road East.
Follow signs for parking.
FROM NEW YORK STATE AND WESTERN CONNECTICUT
Follow Routes 44/202 to I-84 East. Continue on I-84 East through Hartford
to Exit 64/65. Stay in far left lane. At end of ramp, turn left. Move
immediately into right lane. At second light (not including the light at
the end of the exit ramp), turn right onto Kelly Road. Follow Kelly Road
past the Holiday Inn Express. Turn left onto Gerber Road East. Follow
signs for parking.
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