SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE COOPER COMPANIES, INC.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MARISA F. JACOBS
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form Schedule or Registration Statement No.:__________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
<PAGE>
The
Cooper (LOGO)
Companies
February 20, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of The
Cooper Companies, Inc. (the "Company") scheduled to be held on March 27,
1996, at 10:00 A.M., eastern standard time, at the New York Marriott East
Side, 525 Lexington Avenue, New York, NY. The Notice of Annual Meeting of
Stockholders, a Proxy Statement, a proxy card and a return envelope accompany
this letter. The Company's Annual Report for the fiscal year ended October
31, 1995 was mailed to you late in January 1996.
At the Annual Meeting, stockholders will be asked to elect a Board of seven
directors to serve for the forthcoming year. Each nominee is currently
serving as a director of the Company. A biographical description of each of
the seven nominees is set forth in the section of the Proxy Statement
entitled "Election of Directors." Stockholders will also be asked to ratify
the Board's appointment of the Company's auditors.
The Board is also proposing that the stockholders adopt the 1996 Long Term
Incentive Plan for Non- Employee Directors. If this plan is adopted, the
annual cash stipend paid to the Non-Employee Directors will be decreased and
each Non-Employee Director will receive an annual grant of restricted stock
and an option to purchase shares of the Company's common stock. The plan, in
which the removal of restrictions from the restricted stock and the vesting
of the stock options are tied to increases in the price of the Company's
common stock, is an important means by which the Company can conserve cash
and more closely align the Non- Employee Directors' interests with those of
the Company's stockholders. This proposal, which is described in the enclosed
Proxy Statement, requires the consent of the holders of a majority of the
Company's outstanding shares of common stock present or represented by proxy
and entitled to vote at the 1996 Annual Meeting. The Board of Directors
believes the adoption of this proposal is in the best interest of the
stockholders and recommends its adoption by the stockholders.
I hope you have the opportunity to join us at the Annual Meeting. Whether or
not you plan to attend, please COMPLETE, SIGN, DATE and MAIL the enclosed
proxy card as soon as possible, so that your shares may be represented at the
Annual Meeting.
Sincerely,
/s/ ALLAN E. RUBENSTEIN
----------------------------------
ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board of Directors
<PAGE>
THE COOPER COMPANIES, INC.
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588
TEL: (510) 460-3600
------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------
To the Stockholders of
THE COOPER COMPANIES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of The Cooper Companies,
Inc., a Delaware corporation (the "Company"), will be held on March 27, 1996,
at 10:00 A.M., eastern standard time, at the New York Marriott East Side, 525
Lexington Avenue, New York, NY, for the purpose of considering and acting
upon the following:
1. The election of a Board of seven directors.
2. The adoption of the 1996 Long Term Incentive Plan for Non-Employee
Directors.
3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent certified public accountants of the Company for the fiscal
year ending October 31, 1996.
4. The transaction of such other business as may properly come before
the meeting or any adjournments thereof.
Only stockholders of record at the close of business on February 15, 1996
will be entitled to notice of and to vote at the meeting and any adjournments
thereof.
Enclosed with this Notice are a Proxy Statement, a proxy card and a return
envelope. The Company's Annual Report for the fiscal year ended October 31,
1995 was mailed to you late in January 1996.
All stockholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
By Order of the Board of Directors
/s/ ALLAN E. RUBENSTEIN
-----------------------------------
ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board of Directors
Dated: February 20, 1996
<PAGE>
THE COOPER COMPANIES, INC.
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588
------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
MARCH 27, 1996
------
INFORMATION REGARDING PROXIES
The accompanying proxy card is solicited by and on behalf of the Board of
Directors of The Cooper Companies, Inc. (the "Company") for use at the Annual
Meeting of Stockholders to be held on March 27, 1996 at 10:00 A.M., eastern
standard time, at the New York Marriott East Side, 525 Lexington Avenue, New
York, NY, and at any adjournments or postponements thereof. This Proxy
Statement and the accompanying proxy card are first being mailed to
stockholders on or about February 23, 1996.
When a proxy card in the form enclosed with this Proxy Statement is
returned properly executed, the shares represented thereby will be voted at
the Annual Meeting in accordance with the directions indicated thereon. If a
proxy card is properly executed but no directions are indicated, the shares
will be voted in accordance with the recommendations of the Board of
Directors FOR each of the nominees for director as shown on the form of proxy
card, FOR the adoption of the 1996 Long Term Incentive Plan for Non-Employee
Directors and FOR the ratification of the appointment of KPMG Peat Marwick
LLP as the Company's independent certified public accountants for the fiscal
year ending October 31, 1996. The Board of Directors does not know of any
other business to come before the Annual Meeting. If any other matters should
properly come before the Annual Meeting or any adjournment or postponement
thereof for which specific authority has not been solicited from the
stockholders, then, to the extent permissible by law, the persons voting the
proxies will use their discretionary authority to vote thereon in accordance
with their best judgment. A stockholder who executes and returns the enclosed
proxy card may revoke it at any time prior to its exercise by giving written
notice of such revocation to the Secretary of the Company, by executing a
subsequently dated proxy card or by voting in person at the Annual Meeting.
Attendance at the Annual Meeting by a stockholder who has executed and
returned a proxy card does not alone revoke such proxy.
The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by use of the mail, officers,
directors and other employees of the Company, acting on its behalf, may
solicit proxies by telephone, facsimile or personal interview. Also, the
Company has retained D.F. King & Co., Inc. to aid in the solicitation of
proxies, for which the Company will pay a fee of $10,000, plus reasonable
expenses. The Company will, at its expense, request brokers and other
custodians, nominees and fiduciaries to forward proxy soliciting material to
the beneficial owners of shares held of record by such persons.
OUTSTANDING STOCK AND VOTING RIGHTS
As of the close of business on February 15, 1996, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding 11,650,219 shares of the Company's common
stock, $.10 par value per share (the "Common Stock"), each of which is
entitled to one vote at the Annual Meeting. Under the Company's By-laws and
Delaware law, shares represented by proxies that reflect abstentions or
"broker non-votes" (i.e., shares held by a broker or nominee which are
represented at the meeting, but with respect to which such broker or nominee
is not empowered to vote on a particular proposal) will be counted as shares
that are present and entitled to vote for purposes of determining the
presence of a quorum. Directors will be elected by the favorable vote of a
plurality of the shares of Common Stock present and entitled to vote, in
person or by proxy, at the Annual Meeting. Abstentions as to the election of
directors will not affect the election of the candidates receiving a
plurality of votes. The proposals to adopt the 1996 Long Term Incentive Plan
for Non-Employee Directors and to ratify the appointment of the Company's
independent certified public accountants require the approval of a majority
of shares present in person or represented by proxy at the
<PAGE>
Annual Meeting and entitled to vote on such proposal. Abstentions as to such
proposals will have the same effect as votes against such proposal. Shares
represented by proxies that reflect broker non-votes, however, will be
treated as not entitled to vote for purposes of determining approval of any
such proposal and will not have any effect on the outcome of such matter.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's By-laws provide for no fewer than six and no more than
eleven directors, as determined by the Board of Directors. The Board has
fixed the number of directors to be elected at the 1996 Annual Meeting at
seven, each to serve until the next Annual Meeting of Stockholders and until
his successor is duly elected and qualified. The Board of Directors
recommends that each of the nominees for director described below be elected
to serve as a director of the Company. All nominees have consented to be
named and have indicated their intention to serve if elected. The Board of
Directors does not expect that any nominee will be unavailable for election
or unable to serve. If for any reason any nominee should not be available for
election or able to serve as a director, the accompanying proxy will be voted
for the election of such other person, if any, as the Board of Directors may
designate.
THE NOMINEES
Each of the Board's seven nominees for election as director currently
serves on the Board of Directors. Three of the seven directors, Moses Marx,
Donald Press and Steven Rosenberg, were nominated at the request of the
Company's largest stockholder, Cooper Life Sciences, Inc. ("CLS"), pursuant
to the terms of a settlement agreement dated June 14, 1993 between the
Company and CLS. For information with respect to that settlement agreement
and certain contractual rights and obligations of CLS pertaining to the
transfer and voting of shares of the Company's Common Stock and the
composition of the Board of Directors, see "Certain Relationships and Related
Transactions -- Agreements and Transactions with CLS."
The names of the nominees for election as directors are listed below,
together with certain personal information, including the present principal
occupation and recent business experience of each nominee.
<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING AS
A DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
-------------------------------------------- ----- ------------
<S> <C> <C>
A. Thomas Bender ....................................................................... 57 1994
Mr. Bender was elected President and Chief Executive Officer of the Company in May
1995. He had been serving as the Chief Operating Officer of the Company since
August 1994, and as Executive Vice President since March 1994. He served as
Acting Chief Operating Officer of the Company from March 1994 to August 1994, and
as Senior Vice President, Operations from October 1992 to February 1994. He
continues to serve as President of CooperVision, Inc., the Company's contact lens
subsidiary, a position he has held since June 1991. Between 1966 and June 1991,
Mr. Bender held a variety of positions at Allergan, Inc. (a manufacturer of eye
and skin care products), including Corporate Senior Vice President, and President
and Chief Operating Officer of Allergan's Herbert Laboratories, Dermatology
Division.
Mark A. Filler ......................................................................... 35 1992
Mr. Filler has been Executive Vice President of Prism Mortgage Company (a mortgage
banker and broker) since June 1994. He is also serving as a director of and a
consultant to UreSil, L.P. (a manufacturer of disposable medical devices), for
which he served as the Chief Operating Officer from 1991 to May 1994. From 1989
to 1991, he was a member of the mergers and acquisitions department of The Equity
Group (a holding company for companies affiliated with Sam Zell).
2
<PAGE>
YEAR
COMMENCED
SERVING AS
A DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
-------------------------------------------- ----- ------------
Michael H. Kalkstein ................................................................... 53 1992
Mr. Kalkstein has been a partner in the law firm of Graham & James LLP since
September 1994. He was a partner in the law firm of Berliner o Cohen from 1983
through August 1994. He has been on the Board of Trustees of Opera San Jose since
1984 and served as its President from 1992 to 1994. Mr. Kalkstein was a member of
the Mayor's Task Force on Arts 2020 in San Jose, California and a member of the
Governor of California's Special Task Force to implement the Agricultural Labor
Relations Act.
Moses Marx ............................................................................. 60 1995
Mr. Marx has been a general partner in United Equities Company (a securities
brokerage firm) since 1954 and a general partner in United Equities Commodities
Company (a commodities brokerage firm) since 1972. He is also President of Momar
Corp. (an investment company). Mr. Marx is a director of CLS and of BioTechnology
General Corp. (a developer and manufacturer of biotechnology products). He
previously served on the Company's Board of Directors from September 1989 to
September 1991.
Donald Press ........................................................................... 62 1993
Mr. Press has served as the Executive Vice President of Broadway Management Co.,
Inc. (an owner and manager of commercial office buildings) since 1981. Mr. Press,
an attorney, is also a principal in Donald Press, P.C. (a law firm) located in
New York City. Mr. Press is a director of Components Specialties, Inc. (an
electronics company) and Graham-Field Health Products, Inc. (a seller of
healthcare products).
Steven Rosenberg ....................................................................... 47 1993
Mr. Rosenberg has served as Acting Chairman of the Board of CLS since May 1995, and
as Vice President, Finance and Chief Financial Officer of CLS since 1990. From
September 1987 through April 1990, Mr. Rosenberg served as President and Chief
Executive Officer of Scomel Industries Inc. (an international marketing and
consulting group). Mr. Rosenberg is a director of CLS.
Allan E. Rubenstein, M.D. .............................................................. 51 1992
Dr. Rubenstein has served as the Chairman of the Board of Directors since July
1994; he served as Acting Chairman of the Board from April 1993 through June
1994. He is President of MTC Imaging Services, Inc. (a medical imaging company,
founded by him in 1981, providing radiologic equipment to hospitals and
physicians' offices). Dr. Rubenstein is certified by the American Board of
Psychiatry and Neurology and by the American Society for Neuroimaging. He has
been on the faculty of the Department of Neurology at Mt. Sinai School of
Medicine in New York City since 1976, and currently is Associate Professor and
Director of the Mt. Sinai Neurofibromatosis Research and Treatment Center. Dr.
Rubenstein has authored two books on neurofibromatosis and is Medical Director
for the National Neurofibromatosis Foundation.
</TABLE>
There are no family relationships (whether by blood, marriage or adoption)
among any of the Company's current directors or executive officers or the
Board's proposed nominees.
The business address of each nominee follows: A. Thomas Bender,
CooperVision, Inc., 10 Faraday, Irvine, CA 92718; Mark Filler, Prism Mortgage
Company, 350 West Hubbard Street, Suite 222, Chicago, IL 60610; Michael
Kalkstein, Esq., Graham & James LLP, 5 Palo Alto Square, 3000 El Camino Real,
Palo Alto, CA 94306;
3
<PAGE>
Moses Marx, United Equities Company, 160 Broadway, New York, NY 10038; Donald
Press, Esq., Broadway Management Co., Inc., 39 Broadway, New York, NY 10006;
Steven Rosenberg, Cooper Life Sciences, Inc., 160 Broadway, New York, NY
10038; and Allan Rubenstein, M.D., MTC Imaging Services, Inc., 177 East 87th
Street, New York, NY 10128.
BOARD COMMITTEES, MEETINGS AND COMPENSATION
The Company currently has four active committees of the Board:
(i) The Audit and Finance Committee advises and makes recommendations
to the Board of Directors concerning (a) the appointment of independent
certified public accountants for the Company, (b) matters relating to the
activities of the independent certified public accountants and (c) the
financial, investment and accounting procedures and practices followed by
the Company. The members are Messrs. Rosenberg, Filler and Press.
(ii) The Compensation/Long Term Incentive Plan Committee advises and
makes recommendations to the Board of Directors regarding matters relating
to the compensation of directors, officers and senior management, the
granting of awards under the Company's 1988 Long Term Incentive Plan (the
"LTIP") and the Company's other incentive plans. The members are Messrs.
Kalkstein, Filler and Press.
(iii) The Management Committee consults with and oversees the
activities of the Chief Executive Officer. In addition, the members of the
Committee meet with key operating personnel at quarterly Operations
Meetings. The members are Dr. Rubenstein and Messrs. Filler and Press.
(iv) The Nominating Committee selects individuals to be nominated for
election to the Company's Board of Directors. The members are Dr.
Rubenstein and Messrs. Filler and Kalkstein. The Nominating Committee will
consider suggestions from stockholders for nominees for election as
directors at the 1997 Annual Meeting if such recommendations are made in
accordance with the procedure described below under "Stockholder
Nominations and Proposals."
During the fiscal year ended October 31, 1995, the Board met nine times,
the Audit and Finance Committee met twice and the Compensation/Long Term
Incentive Plan Committee met three times and acted once by unanimous written
consent. The Nominating Committee was not convened. Members of the Management
Committee met with members of senior management four times.
For a description of compensation paid to directors, see "Executive
Compensation -- Compensation of Directors."
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons
owning more than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership of all
equity and derivative securities of the Company with the Securities and
Exchange Commission (the "SEC"), The New York Stock Exchange, Inc. and the
Pacific Stock Exchange Incorporated. SEC regulations also require that a copy
of all such Section 16(a) forms filed be furnished to the Company by its
officers, directors and greater than ten-percent stockholders.
Based solely on a review of the copies of such forms and amendments
thereto received by the Company, or on written representations from the
Company's officers and directors that no Forms 5 were required to be filed,
the Company believes that during fiscal 1995 all Section 16(a) filing
requirements applicable to its officers, directors and beneficial owners of
more than ten percent of any class of its equity securities were met.
4
<PAGE>
SECURITIES HELD BY MANAGEMENT
The following table sets forth information regarding ownership of the
Company's Common Stock by each of its current directors, the individuals
named in the Summary Compensation Table and by all of the current directors
and executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS OF
JANUARY 31, 1996
-------------------------------
NUMBER PERCENTAGE
NAME OF BENEFICIAL OWNER OF SHARES OF SHARES
- ------------------------ --------------- ------------
<S> <C> <C>
A. Thomas Bender ..................................... 77,703(1) *
Mark A. Filler ....................................... 2,949(2) *
Robert S. Holcombe ................................... 38,442(3) *
Michael H. Kalkstein ................................. 6,182(2) *
Moses Marx ........................................... 416,185(2)(4) 3.5%
Nicholas J. Pichotta ................................. 7,407(5) *
Donald Press ......................................... 9,382(2)(6) *
Steven Rosenberg ..................................... 2,849(2) *
Allan E. Rubenstein .................................. 5,644(7) *
Mark R. Russell ...................................... 17,187(8) *
Robert S. Weiss ...................................... 99,084(9) *
All current directors and executive officers as a
group (16 persons) .................................. 743,062(10) 6.2%
</TABLE>
- ------
* Less than 1%.
(1) Includes 7,407 shares as to which Mr. Bender has sole voting power, but
as to which disposition is restricted pursuant to the terms of the LTIP,
and 22,223 shares which could be acquired upon the exercise of presently
exercisable stock options.
(2) Includes 1,183 shares which each of Messrs. Filler, Kalkstein, Marx,
Press and Rosenberg purchased in January 1996 pursuant to the terms of
the 1996 Long Term Incentive Plan for Non-Employee Directors (the "1996
LTIP"). Each Non-Employee Director has sole voting power with respect to
those 1,183 shares, however (i) disposition is restricted pursuant to
the terms of the 1996 LTIP and (ii) the shares will be forfeited if the
1996 LTIP is not approved by the Company's stockholders at the 1996
Annual Meeting.
(3) Includes 11,111 shares as to which Mr. Holcombe has sole voting power,
but as to which disposition is restricted pursuant to the terms of the
LTIP, 7,980 shares which could be acquired upon the exercise of
presently exercisable stock options, and 740 shares held by his wife, as
to which Mr. Holcombe has no voting power and as to which disposition is
also restricted pursuant to the terms of the LTIP. Mr. Holcombe
disclaims beneficial ownership of those 740 shares.
(4) Includes 243,666 shares which could be acquired upon conversion (at the
rate of $15.00 per share) of $3,655,000 principal amount of the
Company's 10 5/8% Convertible Subordinated Reset Debentures due 2005
(the "Convertible Debentures") owned directly by Mr. Marx. Does not
include 2,322,533 shares of Common Stock owned by CLS. See "Principal
Securityholders" and "Certain Relationships and Related Transactions --
Agreements and Transactions with CLS." Mr. Marx is a director of CLS and
also a major stockholder of that company.
(5) Mr. Pichotta has sole voting power with respect to these shares but
disposition is restricted pursuant to the terms of the LTIP.
(6) Includes 1,200 shares which could be acquired upon conversion (at the
rate of $15.00 per share) of $18,000 principal amount of Convertible
Debentures owned directly by Mr. Press or held in a trust for which he
serves as the trustee.
5
<PAGE>
(7) Includes 1,478 shares which Dr. Rubenstein purchased in January 1996
pursuant to the terms of the 1996 LTIP. Dr. Rubenstein has sole voting
power with respect to those shares, however (i) disposition is
restricted pursuant to the terms of the 1996 LTIP and (ii) the shares
will be forfeited if the 1996 LTIP is not approved by the Company's
stockholders at the 1996 Annual Meeting.
(8) Includes 7,407 shares as to which Mr. Russell has sole voting power, but
as to which disposition is restricted pursuant to the terms of the LTIP,
and 7,280 shares which Mr. Russell could acquire upon the exercise of
presently exercisable stock options.
(9) Includes 22,222 shares as to which Mr. Weiss has sole voting power but
as to which disposition is restricted pursuant to the terms of the LTIP,
2,554 shares held on account for him under the Company's 401(k) Savings
Plan and 6,668 shares which Mr. Weiss could acquire upon the exercise of
presently exercisable stock options.
(10) See Notes (1) through (9) for details with respect to such ownership.
PRINCIPAL SECURITYHOLDERS
The following table sets forth information regarding ownership of
outstanding shares of the Company's Common Stock by those individuals or
groups who have advised the Company that they own more than five percent (5%)
of such outstanding shares.
COMMON STOCK
BENEFICIALLY OWNED
AS OF JANUARY 31, 1996
---------------------------
NUMBER PERCENTAGE
NAME OF BENEFICIAL OWNER OF SHARES OF SHARES
- ------------------------ ----------- ------------
Cooper Life Sciences, Inc. 2,322,533 19.9%
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below shows compensation paid in or with respect to each of the
last three fiscal years to the two individuals who served as the Company's
chief executive officer during a portion of fiscal 1995, and to each of the
persons who were, for the fiscal year ended October 31, 1995, the four other
most highly compensated executive officers of the Company or its
subsidiaries. Certain figures included in the salary and bonus columns for
1994 and 1993 are different from amounts indicated in previous years' proxy
statements due to a reclassification of certain amounts to be consistent with
the presentation for 1995.
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------
Name and Principal Other Annual
Position Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Allan E. Rubenstein (2).. 1995 -0- -0- $58,750(3)
Chairman of the Board 1994 -0- -0- $68,694(3)
1993 -0- -0- $63,625(3)
A. Thomas Bender (4) ... 1995 $300,000 $187,500 -0-
President and 1994 $243,583 $150,413 -0-
Chief Executive Officer 1993 $188,285 $128,034 -0-
Robert S. Holcombe ..... 1995 $241,000 $120,500 -0-
Senior Vice President 1994 $239,167 $112,887 -0-
and General Counsel 1993 $227,500 $ 11,375 -0-
Nicholas J. Pichotta ... 1995 $190,000 $ 95,000 -0-
President and CEO of 1994 $190,000 $ 39,817 -0-
CooperSurgical, Inc. 1993 $190,000 -0- -0-
Mark R. Russell ........ 1995 $250,000 $ 23,750 -0-
President and CEO of 1994 $249,828 $117,418 -0-
Hospital Group of 1993 $237,489 $ 35,688 -0-
America, Inc.
Robert S. Weiss ........ 1995 $218,500 $109,250 -0-
Executive Vice 1994 $217,271 $115,482 $16,875
President, Treasurer 1993 $206,391 $ 10,319 $30,000
and Chief Financial
Officer
</TABLE>
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------------
Awards Payouts
------------------------------ -------
Restricted Securities
Name and Principal Stock Underlying LTIP All Other
Position Awards Options/SARs(1) Payouts Compensation
------------------ ---------- --------------- ------- ------------
<S> <C> <C> <C> <C>
Allan E. Rubenstein (2).. -0- -0- -0- -0-
Chairman of the Board -0- -0- -0- -0-
-0- -0- $ 1,770 -0-
A. Thomas Bender (4) ... $ 36,114(5) 36,111 $ 34,444 $ 900(6)
President and $ 16,000 33,334 $ 17,778 $ 524(6)
Chief Executive Officer -0- 1,073 $ 7,080 -0-
Robert S. Holcombe ..... $108,332(7) -0- $103,333 $ 48,800(8)(9)
Senior Vice President $ 48,000 -0- $ 53,333 $ 1,300(8)
and General Counsel -0- 7,980 $ 3,717 $ 651(8)
Nicholas J. Pichotta ... $ 36,114(5) 5,000 $ 34,444 $ 1,006(8)
President and CEO of $ 16,000 -0- $ 17,778 $ 1,006(8)
CooperSurgical, Inc. -0- -0- $ 25,616 $127,296(8)(10)
Mark R. Russell ........ $ 36,114(5) 5,000 $ 34,444 $ 1,766(8)
President and CEO of $ 16,000 -0- $ 17,778 $ 1,118(8)
Hospital Group of -0- 7,280 -0- $ 1,118(8)
America, Inc.
Robert S. Weiss ........ $108,332(11) 15,000 $103,333 $ 786(8)
Executive Vice $ 48,000 13,334 $ 53,333 $ 786(8)
President, Treasurer -0- -0- $ 10,620 $ 447(8)
and Chief Financial
Officer
</TABLE>
- ------
(1) All share numbers have been adjusted to reflect the one-for-three reverse
stock split effectuated in September 1995.
(2) Dr. Rubenstein assumed the position of Acting Chairman of the Board in
April 1993. He served in that position through June 1994; in July 1994,
he assumed the position of Chairman of the Board. He carried out the
duties of a chief executive officer until Mr. Bender assumed that
position in May 1995.
(3) See "Executive Compensation -- Compensation of Directors" for a
description of the compensation paid to Non-Employee Directors.
(4) Mr. Bender assumed the positions of President and Chief Executive Officer
in May 1995. Prior thereto, he served as Executive Vice President and
Chief Operating Officer.
(5) As of October 31, 1995, each of Messrs. Bender, Pichotta and Russell
owned 7,407 shares of restricted stock, the aggregate fair market value
of which was $44,886. Restrictions will be removed from 3,704 shares on
May 25, 1996, from 1,852 shares on August 30, 1996 and from 1,851 shares
on August 30, 1997, assuming Mr. Bender, Mr. Pichotta and Mr. Russell,
respectively, are still employees of the Company. Those shares are
eligible to receive any dividends paid by the Company prior to the
removal of restrictions therefrom.
(6) Consists of income associated with life insurance coverage.
7
<PAGE>
(7) As of October 31, 1995, Mr. Holcombe owned 11,111 shares of restricted
stock, the aggregate fair market value of which was $67,333. Restrictions
will be removed from those shares on April 30, 1996 when Mr. Holcombe's
employment with the Company terminates. See "Executive Compensation --
Contracts." Those shares are eligible to receive any dividends paid by
the Company prior to the removal of restrictions therefrom.
(8) Consists of a $200 contribution by the Company to a 401(k) account and
income associated with life insurance coverage.
(9) Also includes $47,500 paid to Mr. Holcombe in November 1994 in connection
with the entering into of an amendment to Mr. Holcombe's Employment
Agreement with the Company, which reduced the severance to which Mr.
Holcombe will be entitled upon the termination of his employment. See
"Executive Compensation -- Contracts."
(10) Also includes forgiveness of a loan made to Mr. Pichotta by the Company
and accrued interest thereon, in the aggregate amount of $93,288, and
$33,583 paid pursuant to a change in control provision contained in Mr.
Pichotta's employment agreement.
(11) As of October 31, 1995, Mr. Weiss owned 22,222 shares of restricted
stock, the aggregate fair market value of which was $134,665.
Restrictions will be removed from 11,111 shares on May 25, 1996, from
5,556 shares on August 30, 1996 and from 5,555 shares on August 30,
1997, assuming Mr. Weiss is still an employee of the Company. Those
shares are eligible to receive any dividends paid by the Company prior
to the removal of restrictions therefrom.
OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1995(1)
<TABLE>
<CAPTION>
Percent of
Total Options
Granted to
Options Employees in Exercise Price Expiration
Name Granted Fiscal Year Per Share Date
---- ------- ------------- -------------- ----------
<S> <C> <C> <C> <C>
A. Thomas Bender .... 25,000 (2) 19.07% $ 6.88 10/23/05
2,778 (3) 2.12% $ 5.82 03/21/05
2,778 (3) 2.12% $ 5.82 03/21/05
2,778 (3) 2.12% $ 5.82 03/21/05
2,777 (3) 2.12% $ 5.82 03/21/05
Robert S. Holcombe .. -0-
Nicholas J. Pichotta 5,000 (2) 3.81% $ 6.88 10/23/05
Allan E. Rubenstein . -0-
Mark R. Russell ..... 5,000 (2) 3.81% $ 6.88 10/23/05
Robert S. Weiss ..... 15,000 (2) 11.44% $ 6.88 10/23/05
All Stockholders as a
Group .............. -0- -0- -0- -0-
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
for Option Term (4)
-------------------------------------
Name 0% ($) 5%($) 10% ($)
---- ------ ----- -------
<S> <C> <C> <C>
A. Thomas Bender .... 0 $ 108,250 $ 274,000
0 $ 10,167 $ 25,780
0 $ 10,167 $ 25,780
0 $ 10,167 $ 25,780
0 $ 10,164 $ 25,771
Robert S. Holcombe ..
Nicholas J. Pichotta 0 $ 21,650 $ 54,800
Allan E. Rubenstein .
Mark R. Russell ..... 0 $ 21,650 $ 54,800
Robert S. Weiss ..... 0 $ 64,950 $ 164,400
All Stockholders as a
Group .............. 0 $44,140,886(5) $111,861,671(5)
</TABLE>
- ------
(1) All share numbers have been adjusted to give effect to the one-for-three
reverse stock split effectuated in September 1995.
(2) The option shall become exercisable when the average of the closing
prices of a share of the Company's Common Stock on the New York Stock
Exchange during any 30 consecutive calendar days following the date of
grant equals $8.95, if the option holder is still employed by the Company
on that date. Furthermore, if any portion of the option has not become
exercisable by July 24, 2005, it shall become exercisable on that date
regardless of the price of the Company's Common Stock, provided the
option holder is still an employee of the Company.
8
<PAGE>
(3) For Mr. Bender's 11,111 share option to vest, two tests must be met
simultaneously: (a) Mr. Bender must remain as the Chief Executive Officer
of the Company and (b) the price of the Company's Common Stock shall have
reached a specified level. Specifically, 5,555 shares of the 11,111 share
option became exercisable immediately, 2,778 shares will become
exercisable on March 29, 1996 and 2,778 shares will become exercisable on
March 29, 1997, assuming that Mr. Bender continues to serve as the
Company's Chief Executive Officer. Despite the foregoing, before any
portion of the option can be exercised, the Average Price (as defined in
the Option Agreement) of a share of the Company's Common Stock must equal
or exceed $4.50 per share with respect to the first 3,704 shares
available for purchase under the option, $9.00 per share with respect to
the second 3,704 shares and $15.00 per share with respect to the last
3,703 shares. During the period of April 1, 1999 through September 21,
2004, assuming no previous forfeiture of the option, any portion of the
option which has not yet become exercisable shall become exercisable if
the Average Price of a share of the Company's Common Stock equals or
exceeds $30.00. If any portion of the option has not become exercisable
by September 22, 2004, and the option has not previously been forfeited,
it shall become exercisable on that date. Vesting could be accelerated
upon the occurrence of certain events relating to a change in control of
the Company.
(4) The dollar amounts under these columns are the results of calculations at
0%, and at the 5% and 10% annual appreciation rates set by the SEC for
illustrative purposes and are not intended to forecast future financial
performance or possible future appreciation, if any, in the price of the
Company's Common Stock. Stockholders are, therefore, cautioned against
drawing any conclusion from the appreciation data shown, aside from the
fact that optionees will only realize value from option grants if the
price of the Company's Common Stock appreciates, which would benefit all
stockholders commensurately.
(5) Assumes a base market capitalization of $70,188,047, computed on the
basis of the number of shares outstanding and the average of the high and
the low trading price of the Company's common stock on December 31, 1995.
RETIREMENT INCOME PLAN
The Company's Retirement Income Plan was adopted in December 1983. All
employees of the Company and its participating subsidiaries who work at least
1,000 hours per year are covered by the plan. For services performed after
December 31, 1988, members are entitled to an annual retirement benefit equal
to .6% of base annual compensation up to $10,000 and 1.2% of base annual
compensation which exceeds $10,000 but is not in excess of the applicable
annual maximum compensation permitted to be taken into account under Internal
Revenue Service guidelines for each year of service. For service prior to
January 1, 1989, members are entitled to an annual retirement benefit equal
to .75% of base annual compensation up to the Social Security Wage Base in
effect that year and 1.5% of base annual compensation in excess of the Social
Security Wage Base for each year of service.
The estimated annual benefits payable under this plan upon retirement (at
the normal retirement age of 65) for Messrs. Bender, Pichotta and Weiss are
approximately $21,000, $36,000 and $53,000, respectively.(1) Mr. Holcombe will
leave the Company in April 1996 and, upon retirement, he will be entitled to
receive annual retirement benefits of approximately $12,000. That amount does
not reflect the impact of the additional years of service that will be
attributed to him (see "Executive Compensation -- Contracts"). Neither Mr.
Russell nor Dr. Rubenstein is a participant in the plan.
CONTRACTS
The Company is a party to employment agreements with Robert S. Holcombe,
Nicholas J. Pichotta and Robert S. Weiss. CooperVision, Inc., one of the
Company's subsidiaries, is a party to an agreement with A. Thomas Bender.
Hospital Group of America, Inc., another subsidiary, is a party to an agreement
with Mark R. Russell. Each agreement provides that employment shall continue
until terminated, except the agreement relating to Mr. Russell, which expires on
July 1, 1997. Compensation paid pursuant thereto and awards under the
- ------------
1. These numbers have declined from estimates reported in previous years
following recent action taken by the Internal Revenue Service to decrease the
maximum wages on which qualified pension benefits can be computed.
9
<PAGE>
Company's LTIP are set forth on the foregoing tables. Subject to the
amendments described below with respect to Messrs. Bender and Holcombe, if
(i) the Company or relevant subsidiary terminates the employee without Cause
or (ii) the employee terminates his employment for Good Reason or following a
Change in Control (as each term is defined in the relevant agreement), the
Company or the relevant subsidiary will pay Mr. Bender 200% and each of
Messrs. Holcombe, Russell and Weiss 150% of his annual base salary (such
percentage to be reduced to 100% for Mr. Weiss if the termination arises out
of a Change in Control) and will pay Mr. Pichotta 100% of his annual base
salary (except that in certain circumstances following a Change in Control
such payment could increase to 150% of his annual base salary). In addition,
subject to the amendment described below with respect to Mr. Holcombe,
Messrs. Bender, Holcombe, Pichotta and Weiss would continue to participate in
the Company's or the relevant subsidiary's various insurance plans for a
period of up to 24 months, 18 months, 24 months and 18 months, respectively,
and to receive a pro-rata share of any amounts that would have been payable
to him under the Company's Incentive Payment Plan (or any comparable plan
then in effect) based on the number of months he served during the year in
which the termination occurs. Each of those individuals would also become
fully vested in all benefits due under the Retirement Income Plan. In the
case of Mr. Holcombe, his credited service for the purpose of determining the
amount of his retirement benefit will be increased by an additional five
years of deemed employment. In the event that employment is terminated by
death or by the employee in the absence of Good Reason, benefits will not
continue beyond the date of termination, no more than three months of
severance will be paid and no portion of the Incentive Payment Plan bonus
will be paid. The agreements between the Company and each of Messrs. Holcombe
and Weiss have been guaranteed by certain of the Company's subsidiaries.
In March 1994 and May 1995, Mr. Bender's employment agreement was amended
in connection with his assumption of additional responsibilities. Information
relating to Mr. Bender's salary, bonus and grant of a stock option under the
Company's LTIP is contained in the charts appearing prior to this section. In
addition, the amendments provide for Mr. Bender to receive additional grants
under the LTIP, in each of March 1996 and 1997, of options to purchase up to
11,111 shares of the Company's Common Stock at the then current fair market
value of such shares, provided he is still serving as the Company's Chief
Executive Officer. The agreement further provides that if Mr. Bender is
asked, at any time, to relinquish the position of Chief Executive Officer of
the Company, such relinquishment will not entitle Mr. Bender to terminate his
employment for Good Reason and will not constitute a termination under the
agreement so long as Mr. Bender remains in the position of President of
CooperVision, Inc.
On November 16, 1994, Mr. Holcombe and the Company amended Mr. Holcombe's
employment agreement to eliminate his ability to terminate his employment
with Good Reason as a result of the Change in Control occasioned by the
departure from the Company of certain members of senior management. In
addition, the severance payments and the duration of post-termination
benefits to which Mr. Holcombe would be entitled if his employment is
terminated by the Company under certain conditions or if he elects to
terminate his employment under certain conditions were decreased from 150% to
125% of annual base salary and from 18 months to 15 months of
post-termination benefits. In exchange for agreeing to those amendments, Mr.
Holcombe received a payment of $47,500 in November 1994 and had restrictions
removed from 11,111 shares of restricted stock on January 3, 1995.
On October 3, 1995, Mr. Holcombe's Employment Agreement was amended to
provide for the termination of his employment as a result of a decision to
close the Company's Fort Lee, New Jersey headquarters. The amendment provides
for Mr. Holcombe to work through April 30, 1996 and confirms that he will
receive severance equal to 125% of his annual base salary and 15 months of
post-termination benefits.
Under the Company's LTIP, upon the occurrence of a Change in Control or
upon the occurrence of a Potential Change in Control (as such terms are
defined in the LTIP), restrictions will be removed from restricted shares,
options will become exercisable and, unless otherwise determined by the LTIP
Administrative Committee prior to any Change in Control, the value of all
outstanding stock options will be cashed out on the basis of the Change in
Control Price (as defined in the LTIP) as of the date such Change in Control
or Potential Change in Control is determined to have occurred. On January 16,
1995, the Board of Directors amended the LTIP to provide that, with certain
exceptions, the occurrence of a Change in Control or a Potential Change in
Control would have no effect on any awards made under the LTIP subsequent to
December 19, 1994.
10
<PAGE>
Messrs. Bender, Holcombe, Pichotta, Russell and Weiss are participants in
the Turn-Around Incentive Plan, a plan adopted in May 1993 to incentivize
participants to continue working towards a solution to the Company's then
most significant problems, such as liability arising from breast implant
product liability lawsuits. Distributions were to be made under that plan
following a comprehensive resolution of the breast implant liability issue,
provided that the trading price of the Company's Common Stock over a
specified period of time also must have equalled or exceeded $4.50 and $9.00
per share, respectively. Following satisfaction of the first trading price
benchmark in May 1994, plan participants received an award, which was paid
partly in cash and partly in shares of restricted stock bearing restraints on
disposition until certain further conditions have been satisfied. A second
award, also paid partly in cash and partly in shares of restricted stock
bearing restraints on disposition until certain further conditions have been
satisfied, was made in August 1995, following satisfaction of the second
trading price benchmark. The plan provides that once restricted stock is
distributed, all restrictions will be removed from those restricted shares on
specified dates or upon termination, despite the employee's failure to have
remained employed until those specified dates, if the employee (i) is
terminated by the Company without Cause or (ii) terminates his employment
with Good Reason (as those terms are defined in the plan).
COMPENSATION OF DIRECTORS
Prior to May 23, 1994, each director of the Company received a payment of
$30,000 per year (or an amount pro-rated to take into account the length of
service during such year). With the election of Mr. Bender to the Board on
May 23, 1994, the Board determined that the annual stipend would no longer be
paid with respect to any director who is also an employee of the Company or a
subsidiary. In addition, each director who was not also an employee of the
Company (a "Non-Employee Director") received a fee of $1,000 for each meeting
of the Board or a Board Committee he attended. In September 1994, the Board
implemented a scaled back fee schedule. Each Non-Employee Director is now
entitled to receive meeting fees ranging from $125 to $1,000, depending upon
a meeting's duration, for each meeting of the Board of Directors or a
Committee of the Board attended (unless two or more meetings are held on the
same day, in which case the maximum fee payable in connection with that day's
meetings remains at $1,000) and $1,000 per day for other days during which
substantially all of such director's time is spent on affairs of the Company,
or a pro-rated amount for work which takes less than a full day. In addition,
each Committee Chairman is entitled to receive a fee of $1,000 per year for
serving as such.
On October 24, 1995, the Board of Directors adopted a series of
resolutions intended to modify the yearly stipend payable to all Non-Employee
Directors. The purpose of the modifications was to reduce the Company's cash
expenditures and to increase the Non-Employee Directors' equity participation
in the Company to more closely align their interests with those of the
Company's stockholders.
Commencing with fiscal 1996, and assuming passage of Proposal 2 hereunder
to adopt the 1996 LTIP, the annual stipend will be reduced to $22,500 for
each Non-Employee Director other than the Chairman of the Board. As long as
the Chairman of the Board is not an employee of the Company, the annual
stipend payable to the person holding such position shall be $28,125.
In addition, each November, commencing with November 1995, each
Non-Employee Director is to receive restricted stock having a fair market
value (determined according to a formula contained in the 1996 LTIP) of
$7,500 ($9,375 in the case of a Non-Employee Chairman of the Board) and an
option to purchase shares of stock, with an exercise price equal to the fair
market value of the Common Stock of the Company on the date of grant. The
option granted in November 1995 entitled each Non-Employee Director to
purchase up to 5,000 shares of the Company's Common Stock (6,250 shares in
the case of the Non-Employee Chairman of the Board). Future option grants
will entitle recipients to purchase up to 3,333 shares of the Company's
Common Stock (4,167 shares in the case of a Non-Employee Chairman of the
Board). Restrictions will generally not be removed from the restricted stock
until its fair market value appreciates 20% from the date of grant or five
years have passed; the options generally will not become exercisable until
the fair market value of the Common Stock appreciates 30% from the date of
grant or five years have elapsed from the date of grant. In the event the
stockholders of the Company fail to adopt the 1996 LTIP, the restricted stock
and option grants made in November 1995 will become null and void and all
rights granted thereunder will be forfeited. Furthermore, the annual stipend
paid to each Non-Employee Director for serving as such would revert to
$30,000.
11
<PAGE>
For additional details regarding the terms and conditions of restricted
stock and option grants under the 1996 LTIP, see Proposal 2 below.
On April 26, 1990, the Company's Board of Directors adopted the 1990
Non-Employee Directors Restricted Stock Plan (the "RSP"), which granted to
each current and future Non-Employee Director the right to purchase, for $.10
per share, shares of the Company's Common Stock, subject to certain
restrictions. Thirty-three thousand three hundred thirty-three (33,333)
shares of the Company's Common Stock were authorized and reserved for
issuance under the RSP. All shares granted under the RSP had restrictions
removed upon the occurrence of certain events and thus became freely
transferable or, in the case of Non-Employee Directors who resigned before
restrictions were removed from the shares, were forfeited. Upon adoption of
the 1996 LTIP, the RSP will terminate.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mel Schnell became a director and a member of the Compensation Committee
of the Board of Directors in September 1993 and served in those positions
until his death in May 1995. He also served as the President and a director
of CLS and was a major holder of the stock of that company. For information
regarding transactions between the Company and CLS, see "Certain
Relationships and Related Transactions -- Agreements and Transactions with
CLS."
Mr. Kalkstein is a partner in a law firm which provides legal services to
the Company.
REPORT OF THE COMPENSATION COMMITTEE
In accordance with the rules and regulations of the SEC, the following
report of the Compensation/Long Term Incentive Plan Committee (the
"Committee") and the performance graph appearing immediately thereafter shall
not be deemed to be "soliciting material" or to be "filed" with the SEC or
subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or to the liabilities of Section 18 of the
Exchange Act and shall not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
notwithstanding any general incorporation by reference of this Proxy
Statement into any other filed document.
SCOPE OF THE COMMITTEE; MEMBERS
From the commencement of fiscal 1995 through May 1995, the Committee was
composed of three outside directors: Messrs. Filler, Kalkstein and Schnell.
Following the death of Mr. Schnell in May 1995, Mr. Press, an outside
director, joined the Committee.
In 1993, the Committee retained Towers Perrin, an independent, nationally
recognized compensation consulting firm, and with its assistance created a
charter defining the Committee's scope and philosophy. The charter, which
remains in place, provides that the Committee will review and approve all
aspects of the compensation paid to the Company's Chief Executive Officer and
the four most highly paid executives, all salaries and salary increases for
individuals whose annual base salary is $150,000 or greater and all
agreements providing for the payment of benefits following a change in
control of the Company or severance following a termination of employment.
The charter also calls for the Committee to review and approve the terms of
each incentive compensation and bonus program in effect and the aggregate
amounts which can be awarded thereunder each year. The members of the
Committee also administer the Company's LTIP.
Executive Compensation for Fiscal 1995
In accordance with the charter established by the Committee, the Committee
articulated its philosophy governing the determination of compensation for
executive officers. That philosophy recognizes the need to honor existing
employment agreements and also expresses the belief that executives should be
compensated at competitive levels which will serve to attract and retain
talented employees. Inherent in the formulation of the compensation
philosophy was a recognition of the difficulty of retaining employees when
the Company was dealing
12
<PAGE>
with serious legal and financial problems, and when traditional
performance-based compensation methods offered few incentives. As the
Company's legal problems subsided, huge losses were stemmed and the Company
returned to profitability, renewed emphasis was placed on performance-based
compensation in fiscal 1994 and 1995. Such emphasis will continue in the
future.
In keeping with the goal of enhancing the Company's profitability and
building long-term stockholder value, the Company's long-term compensation
programs are designed to reward the growth of stockholder value through
improved stock market performance, as well as to reward long-term service to
the Company. The value of awards under such plans is primarily dependent upon
increases in the price of the Company's Common Stock over a period of up to
ten years. Generally, the plans require employees to remain employed by the
Company throughout the period in order to receive their awards.
The level of annual compensation for individual executive officers is
based upon a number of factors. The Committee took into account a combination
of the individual executive officer's performance and the performance of the
Company and the individual business for which such person was responsible,
the scope of such person's responsibility, and the current compensation
package in place for that officer. The Committee also reviewed compensation
surveys and other published compensation data covering the healthcare
industry, and industry in general, to assess whether the salary ranges in
place for its executive officers are competitive. Increases in an executive's
annual base salary are dependent on such person's performance, company-wide
or a particular subsidiary's financial results and on general levels of wage
and price inflation.
In making awards under the 1995 Incentive Payment Plan (the "IPP"),
primary consideration was given to the performance of the Company or the
subsidiary for which the executive officer worked. Participation levels under
the Company's 1995 IPP were set at percentages of base salaries previously
assigned to designated positions within the corporate structure, modified to
reflect the recommendations of the Company's Chief Executive Officer. IPP
awards are paid with respect to each fiscal year when the operating
businesses, or the parent Company, as a consolidated entity (depending upon
the executive's employer) meet specified performance targets. In fiscal 1995,
performance targets for executives employed by an operating subsidiary were
tied to the attainment by that business of specified levels of net revenue,
operating income and cash flow. For executives employed by the parent
Company, performance targets were tied to the attainment of certain levels of
consolidated net income and cash flow. In addition, a portion of each
individual's award can be granted on a discretionary basis by his or her
division head or the Chief Executive Officer, or in the case of the five most
highly paid members of management, by the Committee, following an assessment
of each individual's performance.
Long term incentive rewards are made under the Company's LTIP, based on
recommendations submitted to the Committee by the Company's Chief Executive
Officer. In fiscal 1995, awards (exclusive of those issued under the
Turn-Around Incentive Plan) consisted of grants of stock options having an
exercise price equal to the fair market value of the Company's Common Stock
on the date of grant. The future value of these options is directly linked to
increases in the price of the Company's Common Stock, thereby linking
long-term compensation to increased stockholder value and continuing service
to the Company.
CEO Compensation for Fiscal 1995
Dr. Rubenstein became the Company's Acting Chairman of the Board on April
13, 1993 and held that position until July 9, 1994, when he was named
Chairman of the Board. His responsibilities consist primarily of directing
the activities of the Board and serving as a spokesman for the Company with
stockholders, the financial community and the press. In addition, he provides
oversight to and consults with the Company's senior management. In
recognition of the Company's financial difficulties, Dr. Rubenstein has, to
date, carried out those responsibilities without any designated compensation.
He has received only the annual stipend payable to Non- Employee Directors
and a fee payable at the rate of $125 per hour for work he performs on behalf
of the Company, all as described above under "Compensation of Directors."
Dr. Rubenstein's fiscal 1996 compensation has been adjusted to provide him
with an annual stipend and 1996 LTIP participation levels that are 25% higher
than those paid to the other Non-Employee Directors. See the discussion under
"Compensation of Directors" for a description of exact compensation amounts.
This change was recommended by the Board of Directors once the Company's
financial condition improved, in recognition of the additional
responsibilities carried out by Dr. Rubenstein in his role as the Company's
Chairman of the Board.
13
<PAGE>
Mr. Bender assumed the position of President and Chief Executive Officer
of the Company in May 1995. Prior to that time, Mr. Bender held the positions
of Executive Vice President and Chief Operating Officer. Mr. Bender has also
served as the President of CooperVision, Inc. since 1991, and he continues to
serve in such capacity.
Mr. Bender's $305,000 base salary, which took effect on January 1, 1995,
consisted of two components: $210,000 represented his salary for serving as
the President of CooperVision and $95,000 represented an additional component
added in recognition of the additional responsibilities undertaken by Mr.
Bender in his capacity as the Company's President and CEO. This base salary
reflects an increase of $30,000 over that previously in effect when Mr.
Bender served as the President of CooperVision, Inc. and as the Company's
Executive Vice President and Chief Operating Officer.
Mr. Bender's 1995 bonus consisted of $187,500 paid under the IPP. Mr.
Bender was eligible to participate in the IPP at a level equal to 50% of the
$300,000 salary paid to him in fiscal 1995. In the event that certain
specified financial targets were exceeded, Mr. Bender's fiscal 1995 bonus
could be higher than that amount. The determination of Mr. Bender's actual
IPP payment depended both upon the Company's ability to meet targeted income
and cash flow levels, and on the Committee's discretion. Income and cash flow
in fiscal 1995 exceeded the Company's budget by more than 20%, thereby
entitling Mr. Bender to a bonus of $150,000 based solely on the Company's
financial performance. An additional $37,500 was awarded to Mr. Bender by the
Committee under the discretionary component of the IPP based on its belief
that Mr. Bender's performance in fiscal 1995 contributed to significant
growth at CooperVision in fiscal 1995 and to the overall improvement of the
Company's visibility and reputation with the financial and investment
community.
Mr. Bender also received a payment of $34,444 and 3,703 shares of the
Company's restricted stock pursuant to the Turn-Around Incentive Plan adopted
in May 1993 to incentivize participants to work towards solutions to the
Company's significant problems. The award was distributed in August 1995 when
the price of the Company's Common Stock had appreciated to $9 per share, a
significant increase from the $1.12 to $1.50 price range at which the
Company's stock was trading when the Turn-Around Incentive Plan was adopted.
THE COMPENSATION AND LONG TERM INCENTIVE PLAN COMMITTEE
MARK A. FILLER
MICHAEL H. KALKSTEIN
DONALD PRESS
14
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Company's
Common Stock with the cumulative total return of the Standard & Poor's 500
Stock Index and the Standard & Poor's Medical Products & Supplies Index for
the five-year period ended October 31, 1995. The graph assumes that the value
of the investment in the Company and in each index was $100 on October 31,
1990 and assumes that all dividends were reinvested. Although the Company has
chosen the Standard & Poor's Medical Products & Supplies Index as containing
companies whose businesses are most comparable to the Company's primary
business segment, healthcare products, the companies included in such index
(C. R. Bard Inc., Bausch & Lomb, Inc., Baxter International Inc., Becton,
Dickinson & Co., Biomet, Inc., Boston Scientific Corp., Medtronic, Inc., St.
Jude Medical, Inc. and United States Surgical Corp.) are all substantially
larger than the Company and engaged in healthcare products and services
businesses different from, or in addition to, the Company's healthcare
products businesses.
RETURN TO SHAREHOLDERS
THE COOPER COMPANIES, INC.
250.00|------------------------------------------------------------------|
| & |
| |
| # |
| |
200.00|------------------------------------------------------------------|
| & & |
| # |
| # |
D | |
O 150.00|-------------------------------------------------&----------------|
L | # |
L | # & |
A | |
R | |
S 100.00|---*&#------------------------------------------------------------|
| * |
| * |
| |
| * |
50.00|------------------------------------------------------------------|
| |
| * |
| |
| * |
0|----|----------|---------|-----------|-----------|-----------|----|
1990 1991 1992 1993 1994 1995
*=The Cooper Companies, Inc. &=S & P Medical Products & Supplies
#=S & P 500
<TABLE>
<CAPTION>
Five Year Total Return
----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
The Cooper Companies, Inc. 100.00 86.21 37.93 18.95 72.42 54.02
S&P Medical Products & Supplies 100.00 178.10 170.53 129.46 148.01 244.10
S & P 500 100.00 133.50 146.76 168.60 175.13 221.29
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AGREEMENTS AND TRANSACTIONS WITH CLS
The Company entered into a Settlement Agreement with CLS, dated June 14,
1993 (the "Settlement Agreement"), to resolve all pending disputes with CLS
and to avoid a possible costly and disruptive proxy fight, while continuing
to maintain a Board of Directors, the majority of whose members are
independent. Pursuant to the Settlement Agreement, CLS delivered a general
release of all claims (subject to exceptions for specified ongoing
contractual obligations) and agreed to certain restrictions on its voting and
transfer of securities of the Company, in exchange for the Company's payment
of $4,000,000 in cash and delivery of 200,000 shares of CLS common stock
owned by the Company (reflected in the Company's balance sheet at April 30,
1993 at its then current market value of $850,000) and a general release of
claims against CLS (also subject to certain exceptions).
Pursuant to the Settlement Agreement, the Company agreed to nominate and
use its reasonable best efforts to cause, and CLS agreed to vote all shares of
Common Stock of the Company owned by it in favor of, the election of a Board of
Directors of the Company consisting of eight members, five of whom were
designated by the
15
<PAGE>
Company and three (who must be reasonably acceptable to the Company) by CLS.
The number of CLS designees will decline to two if CLS owns less than
1,800,000 shares of Common Stock and to one if CLS owns less than 800,000
shares of Common Stock, subject to CLS's right to designate additional
directors if the term of the agreement is extended under certain
circumstances. A majority of the members designated by the Company were
individuals who were not employees of the Company or employees, affiliates or
significant stockholders of CLS ("Independent Designees"). If a new chief
executive officer or chairman of the board of the Company is hired, such
person may be added as an additional director.
CLS also agreed in the Settlement Agreement not to acquire any additional
securities of the Company and not to transfer any securities of the Company,
except (i) transfers, during any 12-month period, of not more than 500,000
shares of Common Stock (increasing to 833,333 shares of Common Stock for so
long as CLS owns more than 1,616,666 shares of Common Stock) to any one
person or group, other than to a person or group which, without the approval
of the Company's Board, has proposed certain transactions involving the
Company or its securities, (ii) transfers pursuant to registered public
offerings or bona fide open market sales in compliance with Rule 144 under
the Securities Act, (iii) transfers of Common Stock pursuant to a tender or
exchange offer, in an aggregate amount not to exceed 1,616,666 shares unless
such offer is either a cash tender offer for all outstanding shares of Common
Stock or the Company's Board of Directors, including a majority of the
Independent Designees, has approved the offer, (iv) bona fide pledges of
Common Stock to an unaffiliated institutional lender for borrowed money, and
(v) transfers to a controlled affiliate or liquidating trust, provided the
affiliate or trustee agrees to be bound by the Settlement Agreement. In
addition, CLS agreed not to publicly propose any business combination with,
or change of control of, the Company, make any tender offer for securities of
the Company, otherwise seek control of or to influence the Board of Directors
of the Company or take any action contrary to the Settlement Agreement
(including actions with respect to the composition and election of the Board
of Directors). CLS is free, however, to vote all voting securities owned by
it as it deems appropriate on any matter brought before the Company's
stockholders, other than matters relating to the election and composition of
the Board.
The agreements with respect to Board representation and voting, and the
restrictions on CLS's acquisition and transfer of securities of the Company,
were to terminate on June 14, 1995, or earlier if CLS beneficially owned less
than 333,333 shares of Common Stock, subject to extension under certain
circumstances. In January 1995, in connection with an amendment to the
Company's Rights Agreement dated as of October 29, 1987, between the Company
and The First National Bank of Boston (the "Rights Agreement"), as Rights
Agent, the Company and CLS amended the 1993 Settlement Agreement to provide
that the provisions relating to CLS's representation on the Company's Board,
CLS's obligations with respect to voting its securities of the Company and
the restrictions on CLS's acquisition and transfer of securities of the
Company, will now end on the earlier of (i) the first date on which CLS
beneficially owns fewer than 333,333 shares of the Company's outstanding
Common Stock or (ii) October 31, 1996, or if any person (other than Messrs.
Schnell and Marx) becomes the beneficial owner of 20% or more of the
outstanding shares of common stock of CLS, then on April 30, 1997.
Following termination of the 1993 Settlement Agreement and through June
12, 2002, CLS will continue to have the contractual right that it had
pursuant to a 1992 settlement agreement between CLS and the Company to
designate two directors of the Company, so long as CLS continues to own at
least 800,000 shares of Common Stock, or one director, so long as it
continues to own at least 333,333 shares of Common Stock.
BUSINESS RELATIONSHIPS
Michael H. Kalkstein, a director of the Company since April 1992, is a
partner in the law firm of Graham & James LLP, which has been compensated for
legal services rendered to the Company in fiscal 1995.
PROPOSAL 2 -- ADOPTION OF 1996 LONG TERM
INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
GENERAL
In October 1995, the Board of Directors approved, subject to stockholder
approval, the 1996 Long Term Incentive Plan for Non-Employee Directors (the
"1996 LTIP") under which 215,000 shares of the Company's Common Stock, par value
$.10 per share (the "Stock") have been reserved for issuance. A copy of the 1996
16
<PAGE>
LTIP is attached as Appendix A hereto. The Stock may be either treasury Stock or
authorized but unissued Stock. The 1996 LTIP provides for the grant to
Non-Employee Directors of options to purchase Stock (the "Stock Options") and
the opportunity to purchase Stock subject to specified restrictions
summarized below (the "Restricted Stock"). The adoption of the 1996 LTIP
occurred simultaneously with the adoption by the Board of Directors of
resolutions reducing the annual stipend paid to Non-Employee Directors from
$30,000 per year to $22,500 per year (or $28,125 in the case of a Chairman of
the Board who is a Non-Employee Director).
The purpose of the 1996 LTIP is to substitute equity for a portion of the
compensation previously paid in cash and to encourage and enable Non-Employee
Directors to increase their proprietary interest in the Company. This change
is intended to more closely align the Non-Employee Directors' interests with
those of the Company's stockholders and to provide such Non-Employee
Directors with additional incentives to maximize the long-term value of the
Company's Common Stock.
The 1996 LTIP will be administered by a Committee of at least two members
of the Board. The initial Committee members will be one Non-Employee
Director, one employee director and the Secretary of the Company. All
Non-Employee Directors (currently six) will be eligible to receive Restricted
Stock and Stock Options pursuant to the Plan.
If the 1996 LTIP is not approved by the stockholders at the Annual
Meeting, the plan will terminate, all awards made thereunder will be
forfeited and the annual stipend paid to the Non-Employee Directors will
revert to $30,000 per year.
STOCK OPTIONS AND RESTRICTED STOCK
The exercise price of Stock Options shall be the average on the date of
grant of the highest and lowest quoted selling price of a share of Stock on
the principal stock exchange on which the Stock is traded (the "Fair Market
Value"). Each Stock Option shall become exercisable upon the earlier to occur
of (a) the date on which the average of the closing prices of the Stock over
thirty consecutive trading days (the "Average Closing Price") exceeds the
exercise price by at least 30%, or (b) the fifth anniversary of the date of
grant. No Stock Option shall be exercisable after the tenth anniversary of
the date of grant, and no Stock Option shall be exercisable after termination
of a Non-Employee Director's service as director (or failure to renominate
him or her) for "Cause." For purposes of the 1996 LTIP, "Cause" shall mean
the felony conviction of the Non-Employee Director or the failure of the
Non-Employee Director to contest prosecution for a felony, or his or her
willful misconduct or dishonesty. When the Non-Employee Director ceases to
serve as a director for any reason other than Cause, each Stock Option shall
become 100% exercisable, and shall remain exercisable for the lesser of three
years or the remainder of the ten-year term of the Stock Option.
Grants of Restricted Stock under the 1996 LTIP shall entitle each
Non-Employee Director to purchase shares of Restricted Stock at a purchase
price of $.10 per share by January 15 of the year following the year in which
the grant is made. Grants of Restricted Stock that are not exercised by such
January 15 will expire. Shares of Restricted Stock may not be transferred
until the restrictions on such shares lapse, and in no event may any shares
of Restricted Stock be transferred within six months of the date of grant.
The restrictions on Restricted Stock will lapse on the earlier to occur of
(a) the date after the grant date on which the Average Closing Price of a
share of Stock exceeds the "Annual Grant Average Closing Price" by at least
20% or (b) the fifth anniversary of the date of grant. The "Annual Grant
Average Closing Price" shall be the average of the closing prices of a share
of Stock on each trading day occurring between October 16 and November 14
inclusive in the year in which the grant is made. In the event a Non-Employee
Director ceases to serve as a director for any reason other than Cause, the
restrictions on Restricted Stock purchased by him or her shall lapse. If the
Non-Employee Director ceases to serve as a director for any reason other than
Cause after receiving a grant of Restricted Stock but prior to the expiration
of the period for purchase of such Stock, the Non-Employee Director (or his
or her representative in the case of the director's death or disability)
shall be entitled to purchase the Restricted Stock as described above. If the
Non-Employee Director ceases to serve as a director (or is not renominated)
for Cause, Restricted Stock awarded but not purchased will be forfeited.
On November 1, 1995, each Non-Employee Director other than the Chairman of
the Board was granted a Stock Option to purchase 5,000 shares of Stock, and
the Chairman was granted a Stock Option to purchase 6,250
17
<PAGE>
shares of Stock (in each case subject to stockholder approval), each with an
exercise price of $5.91 per share. On November 1 of each subsequent year (or
the first date thereafter on which the Stock is publicly traded) each
Non-Employee Director will receive a Stock Option to purchase 3,333 shares of
Stock; except that a Non- Employee Director who serves as Chairman of the
Board shall receive a Stock Option to purchase 4,167 shares of Stock. On
November 15, 1995 each Non-Employee Director other than the Chairman of the
Board was granted (subject to stockholder approval), and on each subsequent
November 15, each Non-Employee Director other than the Chairman of the Board
will be granted, the right to purchase that number of shares of Restricted
Stock which represents $7,500 of Stock based on the Annual Grant Average
Closing Price. On November 15, 1995 the Chairman of the Board was granted
(subject to stockholder approval), and on each subsequent November 15 any
Non-Employee Director Chairman of the Board will be granted, the right to
purchase that number of shares of Restricted Stock which represents $9,375 of
Stock. Any Non-Employee Director who first becomes such after the start of a
fiscal year will receive Restricted Stock and Stock Option grants pro-rated
to take into account the length of service during that year.
The Committee may postpone the issuance and delivery of Stock under the
Plan to satisfy federal or state securities laws or stock exchange
requirements and may postpone the exercise of Stock Options if such exercise
would result in certain specified changes in ownership of the Company. The
Board of Directors may amend the 1996 LTIP and, with the consent of holders
of Stock Options and Restricted Stock, the terms and conditions of the Stock
Options and Restricted Stock, provided, that stockholder approval will be
necessary to the extent required by Rule 16b-3 of the Securities Exchange Act
of 1934 for any amendment to increase the number of shares of Stock issuable
under the 1996 LTIP, to change the class of directors to whom awards may be
made or to change any material terms of grants of Restricted Stock or Stock
Options.
For U.S. federal income tax purposes, a Non-Employee Director generally
will not recognize income on the grant of a Stock Option, but generally will
recognize ordinary income on the exercise of a Stock Option. The amount of
income recognized on the exercise of a Stock Option generally will be equal
to the excess, if any, of the Fair Market Value of the Stock purchased at the
time of exercise over the aggregate exercise price paid for such Stock. Where
ordinary income is recognized by a Non-Employee Director in connection with
the exercise of a Stock Option, the Company generally will be entitled to a
deduction in the amount of ordinary income so recognized.
For U.S. federal income tax purposes, Non-Employee Directors generally
will not recognize income on the grant of the right to purchase Restricted
Stock. Non-Employee Directors, however, will generally recognize ordinary
income on the date on or following its purchase that the Stock is no longer
subject to a "substantial risk of forfeiture" as determined under the
Internal Revenue Code and regulations promulgated thereunder. The amount of
ordinary income recognized will equal the difference between the price paid
for the Restricted Stock and the Fair Market Value of such Restricted Stock
at the time the substantial risk of forfeiture lapses. At such time as the
Non-Employee Director recognizes ordinary income, the Company generally will
be entitled to a deduction for the amount of ordinary income recognized by
the director. Generally, the director's basis in the Stock for purposes of
determining gain or loss upon subsequent disposition of the Stock will be the
Fair Market Value of the Stock when the risk of forfeiture lapses. The
restrictions stated in the 1996 LTIP generally will not be treated as
creating a "substantial risk of forfeiture." Thus, unless additional
forfeiture provisions apply to any particular purchase of Restricted Stock,
such purchase will cause immediate recognition of ordinary income.
The rules governing the tax treatment of options and restricted stock and
an individual's receipt of Stock in connection with such grants are quite
technical, so that the above description of tax consequences is necessarily
general in nature and does not purport to be complete. Moreover, statutory
provisions are, of course, subject to change, as are their interpretations,
and their application may vary in individual circumstances. Finally, the tax
consequences under applicable state law may not be the same as under the
federal income tax laws.
The following table shows all Stock Options that have been granted and all
Restricted Stock that has been purchased pursuant to grants of Restricted
Stock under the 1996 LTIP since its inception. The exercise price of Stock
Options to be granted in the future and the value of Restricted Stock to be
granted in the future each depends on the future value of a share of the
Company's Common Stock. Accordingly, the value of future grants of Stock
Options and Restricted Stock is not determinable.
18
<PAGE>
NEW PLAN BENEFITS
1996 LONG TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
<TABLE>
<CAPTION>
Stock Options Restricted Stock
-------------------------------- ------------------------------
Number of
Shares Covered Number of
Name and Position Dollar Value(1) Under Options Dollar Value(2) Shares
- ----------------- --------------- -------------- --------------- -----------
<S> <C> <C> <C> <C>
Allan E. Rubenstein (3) ............... $ 5,625 6,250 $ 9,917 1,478
Current directors who are not executive
officers, as a group (4) ............. $28,125 31,250 $49,607 7,393
</TABLE>
- ------
(1) The dollar value is calculated as the excess of the Fair Market Value of
a share of the Company's Common Stock on January 31, 1996 over the $5.91
per share exercise price of the Stock Option, times the number of shares
covered under the Stock Option(s). The actual value realized upon the
exercise of a Stock Option will depend on the Fair Market Value of the
Company's Common Stock at the time of exercise.
(2) The dollar value is calculated as the excess of the Fair Market Value of
a share of the Company's Common Stock on January 31, 1996 over the per
share purchase price of $.10, times the number of shares of Restricted
Stock.
(3) Dr. Rubenstein, a Non-Employee Director, serves as Chairman of the Board.
During fiscal 1995, he performed the duties of a Chief Executive Officer
until May 1995, when Mr. Bender was named President and Chief Executive
Officer of the Company. The grants reflected above were made to Dr.
Rubenstein in November 1995 based on his status as a Non-Employee
Director Chairman of the Board.
(4) Includes Stock Option and Restricted Stock grants issued to Dr.
Rubenstein. Each other Non-Employee Director (Messrs. Filler, Kalkstein,
Marx, Press and Rosenberg) received a Stock Option to purchase 5,000
shares of the Company's Common Stock and 1,183 shares of Restricted
Stock.
VOTE REQUIRED AND RECOMMENDATION
Approval of this proposal requires the affirmative vote of the holders of
a majority of the Company's outstanding shares of Common Stock present or
represented by proxy and entitled to vote at the 1996 Annual Meeting.
The Board of Directors recommends a vote FOR the proposal to approve the
1996 Long Term Incentive Plan for Non-Employee Directors.
PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of KPMG Peat Marwick LLP,
independent certified public accountants, to audit and opine upon the
consolidated financial statements of the Company and the financial statements
of certain of its subsidiaries for the fiscal year ending October 31, 1996,
such appointment to continue at the pleasure of the Board of Directors and to
be subject to ratification by the stockholders. KPMG Peat Marwick LLP has
served as auditors of the Company since the Company's incorporation in 1980.
The stockholders are asked to ratify such appointment.
The Board of Directors expects that one or more representatives of KPMG
Peat Marwick LLP will be present at the Annual Meeting and will be provided
an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to be
presented at the Annual Meeting, but if any such matters properly come before
the Annual Meeting, it is intended that the persons holding the accompanying
proxy will vote in accordance with their best judgment.
RECOMMENDATIONS
The Board of Directors of the Company recommends that the stockholders
vote FOR the election of the nominees for director named in this Proxy
Statement, FOR the adoption of the 1996 LTIP and FOR ratification of the
appointment of KPMG Peat Marwick LLP as independent certified public
accountants of the Company for fiscal 1996.
19
<PAGE>
When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted in accordance
with the directions indicated thereon or, if no directions are indicated, the
shares will be voted in accordance with the recommendations of the Board of
Directors.
STOCKHOLDER NOMINATIONS AND PROPOSALS
All proposals of stockholders of the Company (other than for the election
of directors) intended to be presented at the 1997 annual meeting of
stockholders must be received by the Company no later than 60 days prior to
the meeting date unless the Company gives less than 75 days notice of the
meeting date, in which case they must be received by the Company no later
than 15 days following the date on which the 1997 annual meeting of
stockholders is noticed in order to be included in the Company's Proxy
Statement and form of proxy relating to that meeting.
The Nominating Committee or, if none exists, the Board of Directors will
consider suggestions from stockholders for nominees for election as directors
at the 1997 annual meeting of stockholders. For a stockholder to nominate any
person for election as a director at the 1997 annual meeting of stockholders,
the person making such nomination must be a stockholder entitled to vote and
such nomination must be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days or more than 90 days prior to the 1997 annual
meeting of stockholders; provided, however, that in the event that less than
75 days notice or prior public disclosure of the date of such meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the 15th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth (a) as to each person whom the stockholder proposes
to nominate for election or re-election as a director, (i) the name, age,
business or residential address of the person, (ii) the principal occupation
or employment of the person, (iii) the class and number of shares of capital
stock of the Company which are beneficially owned by the person and (iv) any
other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation
14A under the Exchange Act; and (b) as to the stockholder giving notice, (i)
the record name and record address of the stockholder and (ii) the class and
number of shares of capital stock of the Company which are beneficially owned
by the stockholder. The Company may require any proposed nominee to furnish
such other information as may reasonably be required by the Company to
determine the eligibility of such proposed nominee to serve as a director of
the Company. No person nominated by a stockholder shall be eligible for
election as a director of the Company unless nominated in accordance with the
above procedures.
By Order of the Board of Directors
/s/ ALLAN E. RUBENSTEIN
----------------------------------
ALLAN E. RUBENSTEIN, M.D.
Chairman of the Board of Directors
20
<PAGE>
APPENDIX A
THE COOPER COMPANIES, INC.
1996 LONG TERM INCENTIVE PLAN
FOR
NON-EMPLOYEE DIRECTORS
<PAGE>
INDEX
Page
--------
1. Purpose ................................................ A-1
2. Definitions ............................................ A-1
3. Stock Subject to the Plan; Adjustment Provisions ....... A-2
4. Committee .............................................. A-2
5. Participants and Grants ................................ A-2
6. Terms and Conditions of Restricted Stock Grants ........ A-3
a) Annual Restricted Stock Grants ................ A-3
b) Purchase Price ................................ A-3
c) Additional Terms of Grants .................... A-3
d) Removal of Restrictions ....................... A-4
e) Restricted Stock Certificate; Dividends ....... A-4
f) Cessation of Service .......................... A-4
7. Terms and Conditions of Stock Options .................. A-4
a) Exercise Price ................................ A-5
b) Option Term ................................... A-5
c) Exercisability ................................ A-5
d) Method of Exercise ............................ A-5
e) Non-Transferability of Options ................ A-5
f) Non-Transferability of Underlying Stock ....... A-5
g) Cessation of Service .......................... A-5
8. No Right to Re-Election ................................ A-6
9. Tax Obligations ........................................ A-6
10. Issuance of Stock and Compliance with Securities Act ... A-6
11. Administration and Amendment of the Plan ............... A-6
12. Governing Law .......................................... A-6
13. Effective Date of the Plan ............................. A-6
14. General Provisions ..................................... A-6
15. Term of Plan ........................................... A-7
<PAGE>
1996 LONG TERM INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS OF
THE COOPER COMPANIES, INC.
1. PURPOSE. The purpose of The Cooper Companies, Inc. 1996 Long Term
Incentive Plan for Non-Employee Directors is to advance the interests of the
Corporation by encouraging and enabling the acquisition of a personal
proprietary interest in the Corporation by Non-Employee Directors of the
Corporation upon whose judgment and interest the Corporation depends for the
successful conduct of its operations, and by providing such Directors with
incentives to put forth maximum efforts for the long term success of the
Corporation's business by making the removal of restrictions from the Stock
acquired hereunder as well as the value of the Stock Options granted
hereunder dependent on increases in the price of the Corporation's Stock. It
is anticipated that the opportunity to increase their equity interests in the
Corporation will strengthen the desire of such Directors to remain on the
Board of Directors and work on the Corporation's behalf and will also enable
the Corporation to attract and retain additional desirable Non-Employee
Directors as required in the future without paying substantially more in cash
compensation.
2. DEFINITIONS. When used in this Plan, unless the context otherwise
requires:
a. "Annual Grant Average Closing Price" shall have the meaning set forth in
Section 6(a) hereof.
b. "Annual Restricted Stock Grant" shall mean the grants made to Non-Employee
Directors each November 15, pursuant to Sections 5 and 6 hereof.
c. "Average Closing Price" shall mean the average of the closing price of the
Corporation's Stock on the principal stock exchange or market on which the
Stock is traded (composite quotations) on thirty consecutive trading days.
d. "Board" or "Board of Directors" shall mean the Board of Directors of the
Corporation as constituted at any time.
e. "Cause" shall mean the felony conviction of a Non-Employee Director or the
failure of a Non-Employee Director to contest prosecution for a felony, or a
Non-Employee Director's willful misconduct or dishonesty.
f. "Committee" shall mean the Long Term Incentive Plan Committee hereinafter
described in Section 4 hereof.
g. "Corporation" shall mean The Cooper Companies, Inc., a Delaware corporation,
or any successor corporation.
h. "Disability" shall mean disability as determined under procedures established
by the Committee for purposes of this Plan.
i. "Effective Date" shall mean the date specified in Section 13 hereof.
j. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
k. "Fair Market Value" shall mean, as of any given date, unless otherwise
determined by the Committee in good faith, the mean between the highest and
lowest quoted selling price of a share of Stock on the principal stock
exchange or market on which the Stock is traded.
l. "Mid-Year Restricted Stock Grants" shall mean the grants made to Non-Employee
Directors pursuant to Sections 5(c) and 6(a) hereof.
m. "Non-Employee Director" shall mean a Director of the Corporation who is not
also an employee of or a consultant (acting by means of a written consulting
agreement) to the Corporation or any Subsidiary.
n. "Non-Qualified Stock Option" shall mean any Stock Option that is not an
Incentive Stock Option within the meaning of Section 422 of the Internal
Revenue Code, as amended from time to time.
o. "Plan" shall mean this 1996 Long Term Incentive Plan for Non-Employee
Directors of The Cooper Companies, Inc., as amended from time to time.
A-1
<PAGE>
p. "Restricted Stock" shall mean the Stock issued as a result of Restricted
Stock Grants.
q. "Restricted Stock Grants" shall mean both Annual Restricted Stock Grants and
Mid-Year Restricted Stock Grants.
r. "Stock" shall mean the common stock, par value $.10 per share, of the
Corporation.
s. "Stock Option" shall mean any option to purchase shares of Stock granted
pursuant to Sections 5 and 7 hereof.
t. "Subsidiary" shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing more than 50% of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
3. STOCK SUBJECT TO THE PLAN; ADJUSTMENT PROVISIONS. Subject to the
adjustment provisions set forth below, the aggregate number of shares of
Stock that may be subject to Restricted Stock Grants or covered by Stock
Options shall not exceed 215,000, which shares of Stock may be either
treasury Stock or authorized but unissued Stock. If Restricted Stock issued
pursuant to a Restricted Stock Grant is not purchased or is subsequently
forfeited or if a Stock Option is forfeited or expires unexercised in whole
or in part, the shares of Stock related thereto will no longer be charged
against the limitation provided for herein and may be made subject to new
Restricted Stock Grants or Stock Options.
In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, Stock split or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made
in the aggregate number of shares of Stock reserved for issuance under the
Plan, in the number of shares of Stock subject to Restricted Stock Grants and
purchasable under Stock Options and the exercise price of any outstanding
Stock Options as may be determined to be appropriate by the Committee, in its
sole discretion, provided that the shares of Stock subject to any grant shall
always be a whole number.
4. COMMITTEE. The Plan shall be administered by a Committee which shall
consist of at least two persons. The members of the Committee shall be
selected by the Board of Directors. Initially the Committee shall consist of
one Non-Employee Director, one Director who is an employee of the Corporation
and the Secretary of the Corporation. If a member of the Committee, for any
reason, shall cease to serve, the vacancy may be filled by the Board of
Directors. Any member of the Committee may be removed at any time, with or
without Cause, by the Board of Directors. At all meetings of the Committee,
the presence of a majority of the members of the Committee at the time of
such meeting shall be necessary to constitute a quorum. Any act of a majority
of the quorum present at a meeting shall be the act of the Committee.
5. PARTICIPANTS AND GRANTS. All Non-Employee Directors of the Corporation
shall be eligible to receive Restricted Stock Grants and Stock Options under
the Plan, subject to availability of Stock therefor. Each Restricted Stock
Grant and Stock Option shall be evidenced by a written agreement, in such
form as the Committee shall determine, duly executed by or on behalf of the
Corporation and the recipient Non-Employee Director.
(a) On November 1, 1995 and on each subsequent November 1 (or in the event
November 1 is a weekend or holiday, on the first day thereafter on which the
Stock is publicly traded), each Non-Employee Director shall be granted a
Stock Option.
(b) On November 15, 1995 and on each subsequent November 15, each
Non-Employee Director shall be granted an Annual Restricted Stock Grant.
(c) Any Non-Employee Director who is elected or appointed to the Board
after the annual grants provided for in subsections (a) and (b) above have
been made shall receive a grant proportionally adjusted to reflect the number
of months that such person actually serves on the Board during the initial
year of service.
A-2
<PAGE>
6. TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS.
(a) Annual Restricted Stock Grants. Each Annual Restricted Stock Grant
presented to a Non-Employee Director shall entitle the recipient to purchase
that number of shares of Restricted Stock as would represent $7,500 of
unrestricted shares of Stock or, in the case of a Non-Employee Director who
serves as Chairman of the Board, that number of shares of Restricted Stock as
would represent $9,375 of unrestricted shares of Stock.
In the case of a Non-Employee Director who joins the Board after Annual
Restricted Stock Grants have been made for a given fiscal year, such new
Non-Employee Director shall be entitled to purchase Restricted Stock having a
value on the date that such person becomes a Non-Employee Director of $7,500
or $9,375, as the case may be, multiplied by a fraction, the numerator of
which shall be the number of months during the fiscal year that such person
will serve as a Non-Employee Director (which shall include as a full month
the month that service commences) and the dominator of which shall be 12 (a
"Mid-Year Restricted Stock Grant").
With respect to Annual Restricted Stock Grants, for the purpose of
determining the number of shares of Stock that represent the specified dollar
value in any particular year, the price per share used in making such
determination shall equal the average of the closing price of the Stock on
the principal stock exchange or market on which the Stock is traded
(composite quotations) on each trading day occurring between October 16 and
November 14 inclusive (the "Annual Grant Average Closing Price") in the
calendar year in which the grant is being made.
In the event of a Mid-Year Restricted Stock Grant, to determine the number
of shares that represent the specified dollar value of the grant, the price
per share used in making such determination shall equal the Average Closing
Price computed immediately prior to the date on which a Non-Employee Director
of the Corporation first assumes such position.
(b) Purchase Price. The purchase price of each share of Restricted Stock
is $.10. Payment of the purchase price shall be made in cash, or by check
payable to the order of the Corporation, delivered to the Corporation no
later than January 15 of the year following the date of grant or within sixty
days following a Mid-Year Restricted Stock Grant. In the event such purchase
price is not delivered to the Corporation within such sixty-day period, such
Annual Restricted Stock Grant or Mid-Year Restricted Stock Grant, as the case
may be, shall expire.
If any calculation performed hereunder would give rise to the issuance of
a fractional share, the number of shares of Restricted Stock to be granted
shall be rounded up to the next highest whole number.
(c) Additional Terms of Grants. All Restricted Stock purchased by a
Non-Employee Director pursuant to the Plan shall be subject to the following
restrictions:
(i) Restricted Stock Grants shall not be transferable by a
Non-Employee Director otherwise than by will or the laws of
descent and distribution and are exercisable during the
Non-Employee Director's lifetime only by him or his guardian or
legal representative;
(ii) the Restricted Stock may not be sold, transferred or otherwise
alienated or hypothecated until all restrictions thereon are
removed or expire and in no event may Restricted Stock be sold,
transferred or otherwise alienated or hypothecated within six
months of the date of grant;
(iii) each certificate representing Restricted Stock issued pursuant to
a Restricted Stock Grant under this Plan shall bear a legend
making appropriate reference to the restrictions imposed and shall
be held in custody by the Corporation until the restrictions
lapse, and each Non-Employee Director shall have delivered a stock
power, endorsed in blank, relating to the Restricted Stock covered
by such grant; and
(iv) any other applicable restrictions or conditions under the
requirements of any stock exchange upon which such Stock is then
listed, and under any securities or tax law applicable to such
Stock, shall be imposed.
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<PAGE>
(d) Removal of Restrictions. Subject to the provisions of paragraph (f) of
this Section 6, restrictions imposed under subsection (c) hereof upon
Restricted Stock Grants and the underlying Restricted Stock shall lapse, and
the Restricted Stock underlying a particular Restricted Stock Grant shall
become nonforfeitable and freely transferable as follows:
Restrictions on Restricted Stock purchased pursuant to each Annual
Restricted Stock Grant or Mid-Year Restricted Stock Grant shall be removed
only after the Plan has been approved by the Corporation's shareholders and
then, only upon the earlier to occur of (a) the Average Closing Price after
the Annual Restricted Stock Grant has been made appreciating a minimum of 20%
over the Annual Grant Average Closing Price used to determine the number of
shares to be issued with respect to that particular Annual Restricted Stock
Grant, or, in the case of a Mid-Year Restricted Stock Grant, the Average
Closing Price after the Mid-Year Restricted Stock Grant has been made
appreciating a minimum of 20% over the Average Closing Price used to
determine the number of shares to be issued in respect to that particular
Mid-Year Restricted Stock Grant, or (b) the passage of five years from the
date of grant of a particular Annual Restricted Stock Grant or Mid-Year
Restricted Stock Grant.
(e) Restricted Stock Certificate; Dividends. Prior to the expiration or
lapse of all of the restrictions imposed upon Restricted Stock, a stock
certificate representing such Restricted Stock shall be registered in the
Non-Employee Director's name but shall be retained by the Corporation for the
Non-Employee Director's account. The Non-Employee Director shall have the
right to vote such Restricted Stock and shall have all other rights and
privileges of a beneficial and record owner with respect thereto, including,
without limitation, the right to receive dividends, distributions and
adjustments with respect thereto; provided, however, that such dividends,
distributions and adjustments may be retained by the Corporation for the
Non-Employee Director's account and for delivery to the Non-Employee
Director, together with the stock certificate representing such Restricted
Stock, as and when said restrictions shall have expired or lapsed.
(f) Cessation of Service. At the time a Non-Employee Director voluntarily
or involuntarily ceases to serve as a Director of the Corporation, all
restrictions on Restricted Stock purchased pursuant to Restricted Stock
Grants shall lapse and such Restricted Stock shall become nonforfeitable and
freely transferable, unless such Non-Employee Director's service is
terminated, or such Non-Employee Director fails to be re-nominated, for
Cause. In the event a Non-Employee Director ceases to serve as a Director of
the Corporation for any reason not involving Cause subsequent to receipt of a
Restricted Stock Grant but prior to such Non-Employee Director's payment of
the purchase price for the Restricted Stock with respect thereto, then the
Restricted Stock may be purchased by such Non-Employee Director or, in the
case of Disability or death, by his guardian or legal representative, or by
the representative of his estate, the beneficiaries under his will or his
distributees under the laws of descent and distribution in accordance with
the provisions set forth in paragraphs (b) and (c) of this Section 6, and all
restrictions to which the Annual Restricted Stock Grant or the Mid-Year
Restricted Stock Grant is subject shall lapse, and the Stock issued pursuant
thereto shall be nonforfeitable and freely transferable upon its issuance by
the Corporation.
7. TERMS AND CONDITIONS OF STOCK OPTIONS. The Stock Option granted on
November 1, 1995 to each Non-Employee Director shall entitle the recipient to
purchase up to 5,000 shares of Stock or, in the case of the Chairman of the
Board, up to 6,250 shares of Stock. The Stock Option granted each successive
November 1 (or in the event November 1 is a weekend or holiday, on the first
day thereafter on which Stock is publicly traded) to a Non-Employee Director
shall entitle the recipient to purchase up to 3,333 shares of Stock or, in
the case of a Non-Employee Director who serves as Chairman of the Board, up
to 4,167 shares of Stock.
In the case of a Non-Employee Director who joins the Board after Stock
Options have been granted for a given fiscal year, such new Non-Employee
Director will receive a Stock Option to purchase that number of shares of the
Corporation's Stock as is equal to the number 3,333, or 4,167 in the case of
a Non-Employee Director who serves as Chairman of the Board, as the case may
be, multiplied by a fraction, the numerator of which shall be the number of
months during the fiscal year that such person will serve as a Non-Employee
Director (which shall include as a full month the month that service
commences) and the denominator of which shall be 12. Any fraction of a share
shall be rounded up to a whole share.
Stock Options granted under the Plan shall be Non-Qualified Stock Options,
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan,
as the Committee shall deem desirable:
A-4
<PAGE>
(a) Exercise Price. Each Stock Option shall have an exercise price equal
to the Fair Market Value on the date of grant.
(b) Option Term. Each Stock Option shall expire ten years from the date of
grant.
(c) Exercisability. No Stock Option may be exercised prior to approval of
the Plan by the Corporation's shareholders. Subsequent thereto, and subject
to the provision in paragraph (g) of this Section 7, each Stock Option shall
become exercisable upon the earlier to occur of (a) the Average Closing Price
of the Corporation's Stock appreciating a minimum of 30% over the Stock
Option's exercise price or (b) the passage of five years from the date of
grant. Notwithstanding the foregoing, the Corporation may require that a
Non-Employee Director delay exercising an exercisable Stock Option if such
exercise would result in an ownership change within the meaning of Section
382 of the Internal Revenue Code or if, in the discretion of the Corporation,
such exercise, when viewed in conjunction with the potential exercise of all
other outstanding options (as such term is defined in Treasury Regulation
Section 1.382-4(d)(9) to acquire Stock as well as the effect of other
transactions involving the issuance of Stock contemplated by the Corporation,
would tend to result in such an ownership change.
(d) Method of Exercise. Subject to the limitation set forth in paragraph
(c) of this Section 7, Stock Options that have become exercisable may be
exercised in whole or in part at any time during the option term, by giving
written notice of exercise to the Corporation specifying the number of shares
of Stock to be purchased. Such notice shall be accompanied by payment in full
of the purchase price, either by check, note or such other instrument as the
Committee may accept. As determined by the Committee, in its sole discretion,
at or after grant, payment in full or in part may also be made in the form of
Stock which has been beneficially owned by the Non-Employee Director for at
least six months (based on the Fair Market Value of the Stock on the date the
Stock Option is exercised). If payment of the exercise price is made in whole
or in part in the form of Restricted Stock, Stock received upon the exercise
shall be subject to the same forfeiture restrictions. No Stock shall be
issued until full payment therefor has been made. A Non-Employee Director
shall have the rights to dividends or other rights of a shareholder with
respect to Stock subject to the Stock Option when the Non-Employee Director
has given written notice of exercise, has paid in full for such Stock and, if
requested, has given the representation described in Section 14 hereof.
(e) Non-Transferability of Options. No Stock Option shall be transferable
by the Non-Employee Director otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the
Non-Employee Director's lifetime, only by the Non-Employee Director or by his
guardian or legal representative.
(f) Non-Transferability of Underlying Stock. No shares of Stock acquired
upon the exercise of a Stock Option may be sold, transferred or otherwise
alienated or hypothecated within six months of the date upon which the Stock
Option was granted. Stock Options granted on November 1, 1995 contingent upon
subsequent shareholder approval of the Plan are not deemed to have been
granted for the purpose of this Section 7(f) until the date on which the Plan
is approved by the Corporation's shareholders.
(g) Cessation of Service. At the time a Non-Employee Director voluntarily
or involuntarily ceases to serve as a Director of the Corporation, any Stock
Option issued hereunder that has failed to vest previously shall vest
immediately (or, upon approval of the Plan by the Corporation's shareholders,
if not yet approved), unless such Non-Employee Director's service as a
Director is terminated for Cause or such Non-Employee Director fails to be
re-nominated as a Director for Cause. Upon vesting, the Stock Option shall
become freely exercisable, subject only to the limitation set forth in the
third sentence of paragraph (c) of this Section 7.
When a Non-Employee Director ceases to serve as a Director, the Stock
Options granted hereunder may continue to be exercised for the lesser of
three years following the termination of service or the balance of such Stock
Options' respective terms, unless the Non-Employee Director's service as such
is terminated for Cause, or such Non-Employee Director fails to be
re-nominated for Cause, in which case the Stock Options shall be forfeited.
In the event that a Non-Employee Director ceases to serve as a Director due
to Disability or death, such Non-Employee Director's guardian or legal
representative, or the representative of his estate, the beneficiaries under
his will or his distributees under the laws of descent and distribution, as
the case may be, shall have the same exercise rights as were enjoyed by the
Non-Employee Director.
A-5
<PAGE>
8. NO RIGHT TO RE-ELECTION. Nothing in the Plan shall be deemed to create
any obligation on the part of the Board of Directors to nominate any Director
for re-election by the Corporation's shareholders, or to confer upon any
Director the right to remain a member of the Board of Directors.
9. TAX OBLIGATIONS. The Corporation shall notify Non-Employee Directors of
their tax liabilities that arise under any federal, state or local tax rules
or regulations with respect to the issuance of Restricted Stock or the
exercise of Stock Options. Payment of the appropriate taxes is the sole
responsibility of the Non-Employee Directors.
10. ISSUANCE OF STOCK AND COMPLIANCE WITH SECURITIES ACT. The Corporation
may postpone the issuance and delivery of Stock pursuant to a Restricted
Stock Grant or the exercise of a Stock Option until (a) the admission of such
Stock to listing on any stock exchange on which other shares of Stock are
then listed and (b) the completion of such registration or other
qualification of such Stock under any state or federal law, rule or
regulation as the Corporation shall determine to be necessary or advisable.
As a condition precedent to the issuance of Stock pursuant to a Restricted
Stock Grant or the exercise of a Stock Option, the Corporation may require
the recipient thereof to make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Stock of an effective Registration
Statement under the Securities Act of 1933, as amended, to issue the Stock in
compliance with the provisions of that or any comparable act.
11. ADMINISTRATION AND AMENDMENT OF THE PLAN. Except as hereinafter
provided, and except as limited by Rule 16b-3(c)(2)(ii) of the Exchange Act,
the Board of Directors may amend any provisions of the Plan relating to the
terms and conditions of any Restricted Stock Grants or Stock Options not
theretofore granted, and, with the consent of any affected Non-Employee
Director, may withdraw or amend any provisions of the Plan relating to the
terms and conditions of such Restricted Stock Grants or Stock Options as have
been theretofore granted. The Board of Directors may amend the terms of any
outstanding Restricted Stock Grant of Stock Option with the consent of the
holders thereof. Notwithstanding the foregoing provisions of this Section 11,
any amendment by the Board of Directors which would increase the number of
shares of Stock issuable under the Plan, change the class of Directors to
whom grants may be made hereunder or change any material terms of the
Restricted Stock Grants or the Stock Options shall be subject to the approval
of the shareholders of the Corporation within one year of such amendment if
such approval is required for the Plan to continue to meet the conditions of
Rule 16b-3 under the Exchange Act, or any successor of such Rule.
A determination of the Committee as to any questions which may arise with
respect to the interpretation of the Plan, Restricted Stock Grants, Stock
Options or the written agreements evidencing the Restricted Stock Grants and
the Stock Option grants shall be final.
The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may
determine to be advisable to make the Plan, Restricted Stock Grants and Stock
Options effective or to provide for their administration, and may take such
other action with regard to the Plan, Restricted Stock Grants and Stock
Options as it shall deem desirable to effectuate its purpose.
12. GOVERNING LAW. Except as required by Delaware corporate law, the Plan
shall be governed by and construed in accordance with the laws of the State
of California, without giving effect to principles of conflict of laws.
13. EFFECTIVE DATE OF THE PLAN. The Plan shall be submitted to the
stockholders of the Corporation for their approval at the Annual Meeting of
the Stockholders to be held in 1996. The Plan shall become effective upon
receipt of the affirmative vote of the holders of a majority of the shares of
Stock present, or represented, and entitled to vote at the meeting. If the
Plan is not approved, the Stock Options and Restricted Stock granted on
November 1, 1995 and November 15, 1995, respectively, shall become null and
void.
14. GENERAL PROVISIONS. The Committee may require each Non-Employee
Director purchasing Stock pursuant to a Restricted Stock Grant or a Stock
Option to represent to and agree with the Corporation in writing that such
Non-Employee Director is acquiring the Stock for investment and without a
view to distribution thereof.
A-6
<PAGE>
All certificates for shares of Stock or other securities delivered under
the Plan shall be subject to such Stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed, and any applicable federal or
state securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.
15. TERM OF PLAN. No Restricted Stock Grant or Stock Option may be granted
pursuant to the Plan on or after November 16, 2000, but grants made prior to
such date may extend beyond that date.
#####
A-7
<PAGE>
The
Cooper (LOGO)
Companies
--------------------------------
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
--------------------------------
MEETING DATE
MARCH 27, 1996
<PAGE>
THE COOPER COMPANIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, March 27, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of The Cooper Companies, Inc., a Delaware
corporation, hereby appoints ROBERT S. HOLCOMBE, MARISA F. JACOBS and ROBERT
S. WEISS, and each of them, proxies, with full power of substitution, to vote
all of the shares of common stock of The Cooper Companies, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of The
Cooper Companies, Inc. to be held at The New York Marriott East Side, 525
Lexington Avenue, New York, NY, on March 27, 1996 at 10:00 a.m., eastern
standard time, and at any adjournments thereof, as set forth on the reverse,
and in their discretion upon any other business that may properly come before
the meeting.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1
THROUGH 3 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 4.
Please MARK the proxy card, fill in the DATE and SIGN on the reverse side
and return promptly in the enclosed envelope.
<PAGE>
/X/ Please mark your
votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEMS ONE THROUGH THREE
FOR
all nominees
except as noted on WITHHELD
the line below from all nominees Nominees:
1. ELECTION OF / / / / A. Thomas Bender
SEVEN Mark A. Filler
DIRECTORS. Michael H. Kalkstein
(check one box only) Moses Marx
(Instruction: To withhold authority to vote for Donald Press
any individual nominee(s), write that nominee's Steven Rosenberg
name(s) on the line below:) Allan E. Rubenstein, M.D.
- -----------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of the 1996 Long Term Incentive Plan for / / / / / /
Non-Employee Directors.
3. Ratification of appointment of KPMG Peat Marwick / / / / / /
LLP as independent certified public accountants
of The Cooper Companies, Inc. for the fiscal
year ending October 31, 1996.
4. In their discretion, the proxies are authorized to vote for the election of
such substitute nominee(s) for directors as such proxies may select in the
event that any nominee(s) named above may become unable to serve, and on
such other matters as may properly come before the Meeting or any
adjournments or postponements thereof.
THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
PLEASE COMPLETE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
MARK HERE FOR ADDRESS / /
CHANGE AND NOTE CHANGE
SIGNATURE DATE SIGNATURE DATE
------------------- -------- ------------------- --------
NOTE: Please date this proxy and sign your name exactly as it appears herein.
In the case of joint ownership, each joint owner should sign. If signing
as an executor, trustee, guardian, attorney or in any other
representative capacity or as an officer of a corporation, please
indicate your full title as such.
