SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for
Use of the
Commission Only (as
permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Nobility Homes, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Preliminary Copy
NOBILITY HOMES, INC.
Notice and Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 1997
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the Annual Meeting of the Shareholders of
NOBILITY HOMES, INC. (the "Company") will be held on Friday, the 28th
day of February, 1997, at 10:00 A.M. local time, at 235 Cedar Drive,
Ketchum, Idaho.
The meeting will be held for the following purposes:
1. To elect a board of five directors.
2. To approve an amendment to Article III of the Company's
Articles of Incorporation increasing the number of authorized
shares of the Company's common stock from 4,000,000 shares to
10,000,000.
3. To approve the Nobility Homes, Inc. Stock Incentive Plan.
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
To be sure that your shares will be represented at the meeting,
please date, sign and return your proxy, even if you plan to attend in
person. A form of proxy and a self-addressed, postage prepaid envelope
are enclosed. If you do attend the meeting, you may withdraw your
proxy and vote in person.
By Order of the Board of Directors,
Jean Etheredge, Secretary
DATED: February __, 1997
NOBILITY HOMES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 1997
This proxy material and the enclosed form of proxy are being sent
to the shareholders of Nobility Homes, Inc. on or about February __,
1997 in connection with the solicitation by the Company's Board of
Directors of proxies to be used at the annual meeting of the
shareholders of the Company. The meeting will be held at 235 Cedar
Drive, Ketchum, Idaho at 10:00 A.M., local time, on Friday, February
28, 1997.
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked at any time, insofar as it has not been
exercised, by delivering a later dated proxy or written notice of
revocation to the Secretary of the meeting or by attendance at the
annual meeting and electing to vote in person. The shares represented
by the proxy will be voted unless the proxy is received in such form as
to render it not votable. The proxy is in ballot form so that a
specification may be made to grant or withhold authority to vote for
the election of each director. Unless otherwise indicated, the shares
represented by the proxy will be voted "for" the election of each
director nominated by the Board of Directors and "for" each other
proposal. The affirmative vote by the holders of a majority of the
common shares voting on any proposal at the annual meeting is required
for approval of the proposal.
Shareholders of record at the close of business on February 4,
1997, will be entitled to vote. Each share of common stock is entitled
to one vote on any matter to come before the meeting. As of February
4, 1997, the Company had outstanding and entitled to vote 2,970,954
shares of common stock.
The complete mailing address of the principal office of the
Company is 3741 S.W. 7th Street, P.O. Box 1659, Ocala, Florida 34478.
<PAGE>
PRINCIPAL HOLDERS OF COMPANY'S COMMON SHARES
The following table sets forth, as of February __, 1997, certain
information as to the $.10 par value common stock of the Company owned
beneficially, directly or indirectly, by each person who is known by
the Company to own beneficially more than five percent (5%) of the
Company's outstanding voting securities and by all directors and
executive officers as a group:
<TABLE>
<CAPTION>
Name and Address Number of Percent
of Beneficial <F1> Common Shares of Class
Owner Beneficially
Owner Owned<F2>
<S> <C> <C> <C> <C>
Terry E. Trexler<F3>
3741 S.W. 7th St
Ocala, Florida 34474 1,376,107<F4> 46.3%
Thomas W. Trexler<F5>
3741 S.W. 7th Street
Ocala, Florida 34474 191,229<F6> 6.4%
Directors and
Executive Officers
(7 persons) 1,600,534<F4><F6> 53.9%
____________________
<F1>-<F6>
(1) Information contained in this table is based upon information
furnished by the persons indicated.
(2) Unless otherwise noted, all shares are owned directly with sole
voting and dispositive power.
(3) Mr. Terry Trexler is President and Chairman of the Board of the
Company. Additional information is contained under "Nomination
and Election of Directors."
(4) Excludes 25,523 common shares held in trust for the benefit of one
of Mr. Trexler's children over which Mr. Trexler disclaims
beneficial ownership. Includes 1,237 shares held in trust for the
benefit of Mr. Trexler's grandchild.
(5) Mr. Thomas Trexler is Executive Vice President and a director of
the Company. Additional information is contained under
"Nomination and Election of Directors."
(6) Excludes 100,000 shares subject to options which are not presently
exercisable.
</TABLE>
PROPOSAL 1: NOMINATION AND ELECTION OF DIRECTORS
At the meeting, a Board of five directors will be elected to serve
for one year and until the election and qualification of their
successors. The accompanying proxy will be voted, if authority to do
so is not withheld, for the election as directors of the following
persons who have been designated by the Company's Board of Directors as
nominees.
The bylaws of the Company provide for not less than one nor more
than ten directors. The Board of Directors has determined that five
directors are appropriate for the present time. Accordingly, proxies
cannot be voted for more than five nominees.
Each nominee has consented to being named as such in this proxy
statement, and is at present available for election. Each nominee is
a member of the Board, having been elected as such at the last annual
meeting of the shareholders.
If any nominee should become unavailable, the persons voting the
accompanying proxy may, in their discretion, vote for a substitute.
Additional information concerning the nominees, based on data furnished
by them, is set forth below.
The Board of Directors of the Company recommends a vote "for" the
election of each of the following nominees. Proxies solicited by the
Board of Directors will be so voted unless shareholders specify in
their proxies a contrary choice.
<TABLE>
<CAPTION>
Shares of
Common Stock
Principal Occupation Year Beneficially
or Employment First owned as of
Certain Other Became December 31,
Name (Age) Directorships Director 1996<F1><F2>
<S> <C> <C> <S> <C> <C>
Terry E. Trexler (57) Chairman of the Board 1967 1,376,107<F3>
and President of the
Company; Mr. Trexler is
also President of TLT,
Inc., and since April
1996, a director of
Citizens National Bank
and its subsidiary,
Citi-Bancshares, Inc.;
Mr. Trexler was
Chairman of the Board
of Citizens First
Bancshares, Inc. and
its subsidiary,
Citizens First Bank of
Ocala, prior to its
acquisition by Citizens
National Bank in April
Richard C.
Barberie (58) Vice President of 1975 -0-
Purchasing of the
Company from December
1994 until his
retirement in June
1995; Executive Vice
President of the
Company for more than
five years prior to
December 1994
Robert P. Holliday (58) President of Chariot 1996 3,100
Eagle, Inc. (which is
engaged in the manu-
factured home business)
since 1984 and
President of Chariot
Eagle-West, Inc. since
1995; Director of the
Recreational Park
Trailer Industry
Association since 1993
Robert P. Saltsman (43) Attorney in private 1988 5,350
practice since 1983;
prior to 1983 Mr.
Saltsman was employed
as a C.P.A. by Arthur
Andersen & Co. in
Orlando, Florida
Thomas W. Trexler (33) Executive Vice 1993 191,229<F4>
President and Chief
Financial Officer of
the Company since
December 1994;
President of Prestige
Home Centers, Inc.
since June 1995;
Director of Prestige
since 1993 and Vice
President from 1991 to
June 1995; President of
Prestige Insurance
Services, Inc. since
August 1992; Vice
President of TLT, Inc.
since September 1991;
prior to September 1991
Mr. Trexler was Vice
President of
NationsBank (formerly
NCNB National Bank) in
Naples, Florida.
______________________
<F1>-<F4>
(1) Information contained in this table is based upon information
furnished by the persons indicated.
(2) Unless otherwise noted, all shares are owned directly with sole
voting and dispositive power.
(3) Excludes 25,523 common shares held in trust for the benefit of one
of Terry E. Trexler's children over which Mr. Trexler disclaims
beneficial ownership. Includes 1,237 shares held in trust for the
benefit of Mr. Trexler's grandchild.
(4) Excludes 100,000 shares subject to options which are not presently
exercisable.
</TABLE>
Except as specifically noted in the table above, all of the
nominees named above have been employed in the capacities indicated for
more than five years. Terry E. Trexler is the father of Thomas W.
Trexler.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act, a Form 4
reporting the acquisition or disposition of Company securities by an
officer, director or 10% shareholder must be filed with the Securities
and Exchange Commission no later than the 10th day after the end of the
month in which the transaction occurred unless certain exceptions
apply. Transactions not reported on Form 4 must be reported on Form 5
within 45 days after the end of the Company's fiscal year. Through
inadvertence, the following persons made late filings:
In October, 1996, Robert P. Saltsman, a director of the Company,
sold 500 shares of the Company's common stock in an open market
transaction for which he made a late filing on Form 4. In July and
August, 1996, Robert P. Holliday, a director of the Company, made
purchases of Company common stock in the open market for which Form 4
filings should have been made in August and September, 1996,
respectively. Mr. Holliday did not file the required Form 4 reports
and made a late Form 5 filing. In September, 1996, Thomas W. Trexler,
Executive Vice President and a director of the Company, was granted
options for 100,000 shares of Company common stock for which he made a
late filing on Form 5.
BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended November 2, 1996, the Board of
Directors of the Company held four regular meetings and one special
meeting. All directors of the Company attended at least 75% of the
aggregate total meetings of the Board of Directors and committees of
the Board on which they served.
The Company presently has two standing committees of its Board of
Directors, an Audit Committee and a Salary Review Committee. The
Company has no standing nominating committee of the Board.
The Company's Audit Committee, which during fiscal 1996 was
comprised of Messrs. Saltsman, Holiday and Terry Trexler, reviews the
internal controls of the Company and the objectivity of its financial
reporting. It meets with the Company's independent public accountants
in connection with these reviews. The Audit Committee also recommends
to the Board of Directors the appointment of the independent certified
public accountants. The Audit Committee met once during fiscal 1996.
The Salary Review Committee is presently comprised of Messrs.
Terry Trexler, Robert Holliday and Robert Saltsman. The Salary Review
Committee recommends to the Board of Directors the salaries and
bonuses, if any, to be paid the officers of the Company. The Salary
Review Committee met four times during the fiscal year.
Directors who are not employees of the Company are paid quarterly
fees of $1,250.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
the Company for services rendered during the years indicated to the
Company's Chief Executive Officer and its Executive Vice President, the
only other executive officer who had total salary and bonus exceeding
$100,000 during the fiscal year ended November 2, 1996. The Company
did not grant any restricted stock awards or stock appreciation rights
or make any long-term incentive plan payouts to any executive officers
during the years indicated.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
Securities
Name & Principal Year Underlying All Other
Position<PAGE>
Ended Salary Bonus Options/SAR's Compensation
<S> <C> <C> <C> <C> <S> <C>
Terry E. 11/02/96 $93,500 $53,000 --- $37,075<F2>
Trexler 11/04/95 93,500 52,000 --- 37,075<F2>
President and 10/29/94 93,500 20,300 --- 37,075<F2>
Chairman of
the Board
Thomas W. 11/02/96 $74,593 $41,200 $100,000<F1> $588<F3>
Trexler
Executive Vice
President
________________
<F1>-<F3>
(1) Options granted subject to shareholder approval of the Company's
Incentive Stock Plan.
(2) Consists of (a) a $17,100 premium paid by the Company on a term
life insurance policy, and (b) $19,975 in premiums paid by the
Company on two split dollar life insurance policies. The proceeds
of the first policy will be paid to Mr. Trexler's designated
beneficiaries in the event of his death, but in the case of the
two split dollar policies, the premiums paid by the Company will
be repaid to the Company out of the policy proceeds, and the
remainder of the proceeds will be paid to Mr. Trexler's designated
beneficiaries.
(3) Consists of a premium paid by the Company on a split dollar life
insurance policy. In the event of Mr. Trexler's death, the
premiums paid by the Company will be repaid to the Company out of
the policy proceeds, and the remainder of the proceeds will be
paid to Mr. Trexler's designated beneficiaries.
</TABLE>
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year<PAGE>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term<PAGE>
% of
Total
Number of Options/
Securities SARs
Underlying Granted to Exercise
Options/ Employees or Base
SARs in Fiscal Price Expiration
Name Granted (#) Year ($/Sh) Date 5% ($) 10% ($)
Terry E. ---- ---- ----
Trexler
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas W. 100,000 100% $13.25 9-13-2006 $833,258 $2,111,709
Trexler
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Salary Review Committee (the "Compensation Committee")
consists of Messrs. Terry Trexler, Robert Holliday and Robert Saltsman. The
Company's executive compensation policy seeks to fairly compensate executives
for their performances and contributions to the Company and to provide
incentives that will attract and retain key employees. Compensation of
executive officers for fiscal 1996 performance generally consisted of a base
salary and profit bonuses tied to the performance of the Company.
Base salaries and profit bonuses historically have been reviewed and
adjusted from time to time based primarily on a non-quantitative assessment
of factors such as an individual's performance, contributions, changes in job
content and responsibilities and the Company's performance and economic
conditions. The Compensation Committee reviewed and approved increases in the
base salary and the profit bonuses provided to executive officers in fiscal
1996. In doing so the Compensation Committee considered (i) the Company's
financial results for fiscal 1995 and the improvement in the financial
condition of the Company and (ii) certain non-quantitative factors, with
emphasis on the qualitative performance of the Company's executives. It is
an objective of the Compensation Committee to maintain base salaries that are
reflective of the individual executive's experience and responsibility level,
and that are competitive with the salary levels of executives at other
companies engaged in the same or similar line of business with revenues in
a range comparable to those of the Company.
The base salary of the Chairman, President and Chief Executive Officer
(the "CEO") has remained unchanged at his request for the past five years.
His bonuses are tied directly to the net profit before income taxes of the
overall Company, including stock price, and are approved on a quarterly basis
by the Compensation Committee. It is the Committee's belief that the CEO is
undercompensated compared to the compensation paid to chief executive
officers by other companies in the industry of similar size and performance.
However, it is the CEO's desire to maintain his compensation in its present
range, with a major incentive for his performance taking the form of
increases in the value of his substantial stock ownership in the Company.
Section 162(m) of the Internal Revenue Code, enacted in 1993, precludes
a public corporation from deducting compensation of more than $1 million each
for its chief executive officer or for any of its four other highest paid
officers. Certain performance-based compensation is exempt from this
limitation. Because non-exempt options and other forms of compensation to
the Company's officers are not expected to be anywhere near $1 million, the
Compensation Committee does not presently have a policy regarding whether it
would authorize compensation that would not be deductible for the Company for
federal income tax purposes by reason of Section 162(m).
Robert P. Saltsman
Terry E. Trexler
Robert P. Holliday
<PAGE>
SHAREHOLDER RETURN PERFORMANCE
The following graph compares the Company's cumulative total shareholder
return on its common stock from November 3, 1991 to November 2, 1996 with the
cumulative total return of the Nasdaq Market Index and the MG Group Index.
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<CAPTION>
Fiscal Year Ending<PAGE>
Company<PAGE>
1991 1992 1993 1994 1995 1996<PAGE>
Nobility Homes,
<S><C> <C> <C> <C> <C> <C> <C>
Inc.<PAGE>
100 150.00 418.76 426.30 811.34 1,823.69
Industry Index<PAGE>
100 157.67 223.98 212.84 334.31 400.80
Broad Market<PAGE>
100 96.87 127.13 135.16 160.32 188.27
</TABLE>
The Industry Index chosen was:
MG Industry Group 052 - Manufactured Housing
The Broad Market Index chosen was:
Nasdaq Market Index
The current composition of the Industry Index is as follows:
American Homestar Corp.
Belmont Homes, Inc.
Cavalier Homes, Inc.
Cavco Industries, Inc.
Champion Enterprises, Inc.
Clayton Homes, Inc.
Drew Industries, Inc.
Liberty Homes, Inc. CL A
Nobility Homes, Inc.
Oakwood Homes Corp.
Schult Homes Corp.
Skyline Corp.
Southern Energy Homes
SALARY REVIEW COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Salary Review Committee consists of Messrs Trexler, Holliday and
Saltsman. Mr. Trexler is the Company's President and Chairman of the Board.
Mr. Saltsman performed some legal services for the Company during fiscal 1996
for which he was paid approximately $10,200 during fiscal 1996.
Terry E. Trexler owns 100% of the stock of TLT, Inc. ("TLT") which
develops, owns and manages manufactured home communities in Florida that
cater to the retirement market. Sales to TLT and related manufactured home
communities were $716,587 in fiscal 1996 and $1,280,000 in fiscal 1995 or
approximately 2% of net sales in 1996 and 4% of net sales in 1995.
Management of the Company anticipates that sales to TLT during fiscal 1997
will continue to decline as TLT's manufactured home communities are built
out.
TLT participates with other dealers that purchase homes from the Company
in a volume bonus award program under which the Company offers a volume bonus
award to dealers that purchase homes in excess of certain specified dollar
amounts during a specified period. During the years ended November 2, 1996
and November 4, 1995, volume bonus awards in the aggregate amount of $28,000
and $91,000 were paid to TLT.
The Company provides certain accounting services to TLT at no charge in
return for exclusive sales rights at TLT's manufactured home communities.
The value of these services during each of the Company's last two fiscal
years was less than $60,000.
CERTAIN TRANSACTIONS
For information concerning transactions between the Company and
directors, officers or entities in which they have an interest, see "Salary
Review Committee Interlocks."
<PAGE>
PROPOSAL 2: PROPOSED AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Certificate of Incorporation presently authorizes the
issuance of 4,000,000 shares of common stock, $.10 per share. As of January
27, 1997, 3,436,790 shares of common stock were outstanding. The number of
authorized shares of common stock remaining unissued as of that date was
563,210. At its meeting on December 13, 1996, the Board of Directors adopted
resolutions proposing to amend the Articles of Incorporation to increase the
number of authorized shares of common stock to 10,000,000 and directing that
the proposed amendment, the text of which is set forth as Appendix A, be
submitted at the annual meeting for approval by the shareholders.
The additional authorized shares may be used for any proper corporate
purpose approved by the Board of Directors. Their availability would enable
the Board of Directors and management to act with flexibility and dispatch
when favorable opportunities arise to expand or strengthen the Company's
business. Among the reasons for issuing additional shares would be to
declare stock dividends, to undertake acquisitions, to increase the Company's
capital through a sale of common stock and to engage in other types of
capital transactions. Authorized shares of the Company's common stock may
be issued upon action by the Board of Directors without further shareholder
approval. The issuance of additional shares of common stock could result in
dilution of the interests of existing shareholders. The Company has no
present plans, agreements, commitments or undertakings with respect to the
issuance and sale of the additional authorized shares of common stock (other
than shares issuable pursuant to the Incentive Stock Plan discussed below
under Proposal 3). Shareholders do not have preemptive rights to purchase
any additional shares issued.
The affirmative vote of the holders of a majority of the shares of
common stock voting on the proposal is required for approval of the proposed
amendment to increase the number of authorized shares of common stock from
4 million to 10 million. For this purpose, broker nonvotes and abstentions
will not be counted.
The Board of Directors recommends a vote "FOR" the proposal to amend the
Articles of Incorporation to increase the number of authorized shares of
common stock to 10 million. All proxies solicited by the Board of Directors
will be so voted unless shareholders specify in their proxies a contrary
choice.
<PAGE>
PROPOSAL 3: APPROVAL OF COMPANY'S INCENTIVE STOCK PLAN
In September 1996, the Company's Board of Directors adopted, subject to
shareholder approval, the Nobility Homes Stock Incentive Plan (the "Plan"),
providing for the issuance of options, stock appreciation rights and other
stock-based awards to key employees and directors. A total of 300,000 shares
has been reserved for issuance under the Plan. The Plan will be adopted if
a majority of the shares voted at the annual meeting with respect to the Plan
are voted for approval thereof. For this purpose, abstentions and broker
"non-votes" will not be counted.
Subject to shareholder approval, the Board of Directors has granted
options for 100,000 shares of common stock to Thomas W. Trexler, Director,
Executive Vice President and Chief Financial Officer of the Company. Such
options have a term of ten years, have exercise price of $13.25 per share and
become exercisable 20% per year beginning on the first anniversary of the
date of grant.
Summary of Plan
Purpose; Eligibility. The purpose of the Plan is to assist the Company
in attracting and retaining key employees and directors who will contribute
to the Company's success, and motivating such persons in a manner that will
align their interests with those of the Company's stockholders. Key
employees and directors of the Company are eligible to receive awards under
the Plan. As of January 27, 1997, there were approximately seven key
employees of the Company (including executive officers and inside directors)
and three non-employee directors considered eligible to receive awards under
the Plan. Mr. Terry E. Trexler, Chairman of the Board and President of the
Company, is not eligible to participate in the Plan.
Administration. The Plan will be administered by the Board of
Directors. The Board of Directors may, in its discretion, delegate to a
committee all of the Board's authority and responsibility with respect to
awards under the Plan in which case the committee will be required to
function so that the Plan will meet the disinterested administration
requirements of Rule 16b-3 under the Securities Exchange Act of 1934.
Subject to the provisions of the Plan, the Board of Directors (or the
committee, if applicable) will determine who qualifies for awards, the type,
timing and expiration dates of awards, vesting schedules and other terms and
conditions of awards. All awards will be non-transferable except as may be
expressly permitted by the Board of Directors with respect to certain family
members.
Stock Options. Options awarded under the Plan may be either incentive
stock options within the meaning of Section 422 of the Internal Revenue Code
of 1986 (the "Code"), which permits the deferral of taxable income related
to the exercise of such options, or non-qualified options not entitled to
such deferral. The Board of Directors (or the committee, if applicable) will
determine the exercise price of options, which cannot be less than 100% of
the fair market value of the common stock on the date of grant, expiration
dates and other terms and conditions of options, including whether the option
exercise price may be paid in shares of common stock of the Company. Under
the Code, only employees may receive incentive options, which cannot have a
term of more than 10 years. In the case of an incentive option granted to
an individual who owns (or is deemed to own) at least 10% of the total
combined voting power of the Company, the exercise price must be at least
110% of the fair market value of the common stock on the date of grant and
the option term cannot exceed five years. Incentive options may be granted
only within 10 years from the date of adoption of the Plan. The aggregate
fair market value (determined at the time the option is granted) of shares
with respect to which incentive options may be granted to any one individual
under the Plan, or any other plan of the Company or any parent or subsidiary,
which stock options are exercisable for the first time during any calendar
year, may not exceed $100,000. No participant may receive options or stock
appreciate rights under the Plan for an aggregate of more than 150,000
shares.
Other Types of Awards. The Plan also permits the award of other stock-
based awards, including stock appreciation rights ("SARs") and restricted
stock awards. An SAR entitles the recipient to receive the difference
between the fair market value of the common stock on the date of exercise and
the SAR price, in cash or in shares of common stock, or a combination of
both, as determined in the discretion of the committee awarding the SAR.
Restricted stock awards entitle the recipient to receive shares of common
stock, subject to forfeiture restrictions that lapse over time or upon the
occurrence of events specified by the committee making the award, with the
shares required to be forfeited if the recipient ceases to be an employee or
a director of the Company, as the case may be, before the restrictions lapse.
Federal Income Tax Consequences of Options
An optionee does not recognize income for federal income tax purposes
upon the grant of a non-qualified option but must recognize ordinary income
upon exercise, to the extent of the excess of the fair market value of the
underlying shares of common stock on the date of exercise over the exercise
price. The amount of compensation includable in gross income by an optionee
is deductible by the Company during the Company's taxable year in which the
income is includable by the optionee provided among other things that the
applicable information reporting requirements are satisfied. Upon the sale
of shares acquired pursuant to the exercise of non-qualified options, the
optionee recognizes capital gain or loss to the extent the amount realized
exceeds the fair market value of the shares on the date of exercise. If an
optionee pays the exercise price of a non-qualified option solely with cash,
the tax basis of the shares received will equal the sum of the cash plus the
amount of compensation income includable by the optionee as a result of the
exercise.
The holder of an incentive option generally recognizes no income for
federal income tax purposes at the time of the grant or exercise of the
option (but the spread between the exercise price and the fair market value
of the underlying shares on the date of exercise generally will constitute
a tax preference item for purposes of the alternative minimum tax). The
optionee generally will be entitled to long term capital gain treatment upon
the sale of shares acquired pursuant to the exercise of an incentive stock
option, if the shares have been held for more than two years from the date
of grant of the option and for more than one year after exercise. Generally,
if the optionee disposes of the stock before the expiration of either of
these holding periods (a "disqualifying disposition"), the gain realized on
disposition will be compensation income to the optionee to the extent the
fair market value of the underlying stock on the date of exercise (or, if
less, the amount realized on disposition of the underlying stock) exceeds the
applicable exercise price. The Company will not be entitled to an income tax
deduction in connection with the exercise of an incentive stock option but
will be entitled to a deduction equal to the amount of any ordinary income
recognized by an optionee upon a disqualifying disposition. If an optionee
pays the exercise price of an incentive option solely with cash, the
optionee's tax basis in the stock received is equal to the amount of cash
paid.
INDEPENDENT PUBLIC ACCOUNTANTS
Management of the Company has selected the firm of Price Waterhouse LLP,
independent certified public accountants, as auditors to examine the books
and accounts of the Company for the fiscal year ending November 1, 1997.
Price Waterhouse was engaged by the Company on October 30, 1993.
A representative of Price Waterhouse is expected to be available via
conference telephone call at the annual meeting with an opportunity to make
statements if he so desires and to respond to appropriate questions by
shareholders.
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal to be included in the
Company's proxy statement for the next annual meeting of the shareholders
scheduled to be held at the end of February 1998, should submit a written
copy of such proposal to the principal offices of the Company no later than
October 10, 1997. Such proposal should be submitted by certified mail,
return receipt requested.
ANNUAL REPORT
A copy of the Company's annual report for the fiscal year ended
November 2, 1996, accompanies this proxy statement. Any shareholder who
would like an additional copy of the annual report may obtain one by writing
the Treasurer of the Company at 3741 S.W. 7th Street, Post Office Box 1659,
Ocala, Florida 34478.
OTHER MATTERS
Management does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting, it
is the intention of the persons designated as proxies to vote in accordance
with their best judgment on such matters.
<PAGE>
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The
Company does not expect to pay any compensation for the solicitation of
proxies but may reimburse brokers and other persons holding stock in their
names, or in the names of nominees, for their expenses of sending proxy
material to principals and obtaining their proxies.
Shareholders are urged to specify their choices, date, sign and return
the enclosed proxy in the enclosed envelope, postage for which has been
provided. Prompt response is helpful and your cooperation will be
appreciated.
Date: February __, 1997
ARTICLES OF
AMENDMENT TO ARTICLES OF INCORPORATION
OF
NOBILITY HOMES, INC.
This corporation was incorporated on June 2, 1967. Pursuant to
Sections 607.1003 and 607.1004, Florida Business Corporation Act,
the following Amendment to the corporation's Articles of
Incorporation were approved by the board of directors of the
Corporation on December 13, 1996 and by shareholders of the
corporation on February 28, 1997. The only voting group entitled
to vote on the adoption of the Amendment consists of the holders of
the corporation's common stock. The number of votes cast by such
voting group was sufficient for approval by that voting group.
NOW, THEREFORE, Article III, Section 1 of the corporation's
Articles of Incorporation is hereby amended to read in its entirety
as follows:
ARTICLE III
CAPITAL
1. Authorized Capital. The maximum number of shares of
stock which the Corporation is authorized to have outstanding at
any one time is 10,500,000 shares (the "Capital Stock") divided
into classes as follows:
A. Five hundred thousand (500,000) shares of preferred
stock having a par value of $0.10 per share (the "Preferred
Stock"), and which may be issued in one or more classes or
series as further described in Section 2 of this Article; and
B. Ten million (10,000,000) shares of common stock
having a par value of $0.10 per share (the "Common Stock").
All such shares shall be issued fully paid and nonassessable.
IN WITNESS WHEREOF, the undersigned President of the
Corporation has executed this Amendment this ______ day of
___________, 1997.
Terry E. Trexler, President
Draft of January 29, 1997
NOBILITY HOMES, INC.
STOCK INCENTIVE PLAN
<PAGE>
NOBILITY HOMES, INC.
STOCK INCENTIVE PLAN
Table of Contents
Page
Article I Purpose. . . . . . . . . . . . . . . . . . . . . . . . 1
Article II Definitions. . . . . . . . . . . . . . . . . . . . . . 1
2.1 Affiliate. . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Award. . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Award Agreement. . . . . . . . . . . . . . . . . . . . 1
2.4 Code . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.5 Committee. . . . . . . . . . . . . . . . . . . . . . . 1
2.6 Exchange Act . . . . . . . . . . . . . . . . . . . . . 1
2.7 Fair Market Value. . . . . . . . . . . . . . . . . . . 1
2.8 Incentive Stock Option . . . . . . . . . . . . . . . . 1
2.9 Insider. . . . . . . . . . . . . . . . . . . . . . . . 1
2.10 Key Employee . . . . . . . . . . . . . . . . . . . . . 1
2.11 Non-Employee Director. . . . . . . . . . . . . . . . . 2
2.12 Non-Qualified Stock Option . . . . . . . . . . . . . . 2
2.13 Option . . . . . . . . . . . . . . . . . . . . . . . . 2
2.14 Participant. . . . . . . . . . . . . . . . . . . . . . 2
2.15 Performance Award. . . . . . . . . . . . . . . . . . . 2
2.16 Plan . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.17 Rule 16b-3 . . . . . . . . . . . . . . . . . . . . . . 2
2.18 Shares . . . . . . . . . . . . . . . . . . . . . . . . 2
2.19 Stock Appreciation Rights. . . . . . . . . . . . . . . 2
2.20 Ten Percent Shareholder. . . . . . . . . . . . . . . . 2
Article III Administration . . . . . . . . . . . . . . . . . . . 2
3.1 Committee. . . . . . . . . . . . . . . . . . . . . . . 2
3.2 Indemnification . . . . . . . . . . . . . . . . . . . 3
Article IV Shares . . . . . . . . . . . . . . . . . . . . . . . . 3
4.1 Number of Shares Available . . . . . . . . . . . . . . 3
4.2 Shares Subject to Terminated Awards. . . . . . . . . . 3
4.3 Adjustments. . . . . . . . . . . . . . . . . . . . . . 3
Article V Stock Options and Stock Appreciation Rights. . . . . . 4
5.1 Grant of Option. . . . . . . . . . . . . . . . . . . . 4
5.2 Stock Appreciation Rights. . . . . . . . . . . . . . . 5
5.3 Compliance With Code Section 162(m). . . . . . . . . . 5
Article VI Other Share-Based Awards . . . . . . . . . . . . . . . 5
6.1 Grant of Other Awards. . . . . . . . . . . . . . . . . 5
Article VII Terms Applicable to All Awards Granted Under the Plan. 5
7.1 Award Agreement. . . . . . . . . . . . . . . . . . . . 5
7.2 Awards May Be Granted Separately or Together; No
Limitations on Other Awards. . . . . . . . . . . . . . 6
7.3 Acceleration . . . . . . . . . . . . . . . . . . . . . 6
7.4 Limitations on Transfer of Awards. . . . . . . . . . . 6
7.5 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 6
7.6 Rights and Status of Recipients. . . . . . . . . . . . 6
7.7 Awards Not Includable for Benefit Purposes . . . . . . 6
7.8 Share Certificates; Representation by Participants;
Registration Requirements. . . . . . . . . . . . . . . 7
Article VIII Amendment and Termination. . . . . . . . . . . . . . . 7
8.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . 7
8.2 Termination. . . . . . . . . . . . . . . . . . . . . . 7
Article IX General Provisions . . . . . . . . . . . . . . . . . . 7
9.1 Effective Date of the Plan . . . . . . . . . . . . . . 7
9.2 Unfunded Status of Plan. . . . . . . . . . . . . . . . 7
9.3 Miscellaneous. . . . . . . . . . . . . . . . . . . . . 8
<PAGE>
NOBILITY HOMES, INC.
STOCK INCENTIVE PLAN
Article I Purpose
1.1 The purpose of the Nobility Homes, Inc. Stock Incentive
Plan ("Plan") is to assist Nobility Homes, Inc. (the "Company") and
its Affiliates in attracting and retaining highly competent
individuals to serve as Key Employees and Non-Employee Directors
who will contribute to the Company's success, and in motivating
such persons to achieve long-term objectives which will inure to
the benefit of all shareholders of the Company.
Article II Definitions
2.1 Affiliate means (a) any corporation that is defined as
a subsidiary corporation in Section 424(f) of the Code, or (b) any
corporation that is defined as a parent corporation in Section
424(e) of the Code.
2.2 Award means any award made under the Plan.
2.3 Award Agreement means a written agreement or other
document specifically setting forth the terms and conditions of an
Award.
2.4 Code means the Internal Revenue Code of 1986, as amended
from time to time. Any reference to a particular section of the
Code shall include any subsequently enacted successor provision
thereto.
2.5 Committee means a committee of the Board of Directors of
the Company designated by such Board to administer the Plan, which
committee shall be composed of not less than two directors, each of
whom shall qualify as an "outside director," as defined in Section
162(m) of the Code, in the event that and so long as the Company
shall be subject to such provision, and as a "Non-Employee
Director" within the meaning of Rule 16b-3, in the event that and
so long as the Company shall have a class of securities registered
under Section 12 of the Exchange Act.
2.6 Exchange Act means the Securities Exchange Act of 1934,
as amended.
2.7 Fair Market Value means, with respect to any property
(including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods
as shall be established from time to time by the Committee.
2.8 Incentive Stock Option means an Option designated as an
incentive stock option as defined in Code Section 422.
2.9 Insider means a Participant who is subject to Section 16
of the Exchange Act.
2.10 Key Employee means any officer or other key employee of
the Company or of any Affiliate who is in a position to make a
significant contribution to the management, growth, or
profitability of the business of the Company or any Affiliate, as
determined by the Committee.
2.11 Non-Employee Director means a member of the Board of
Directors of the Company who is not an employee of the Company or
any Affiliate.
2.12 Non-Qualified Stock Option means an Option that is not
an Incentive Stock Option as defined in Code Section 422.
2.13 Option means any option to purchase Shares granted
pursuant to the Plan.
2.14 Participant shall mean any Key Employee or any Non-
Employee Director receiving an Award.
2.15 Performance Award means the right to receive a payment
(measured by (i) the Fair Market Value of a specified number of
Shares at the end of the Award period or (ii) the increase in the
Fair Market Value of a specified number of Shares during the Award
period or (iii) a fixed cash amount payable at the end of the Award
period) contingent upon the extent to which certain predetermined
performance targets have been met during an Award period.
2.16 Plan means the Nobility Homes, Inc. Stock Incentive Plan
as set forth herein, and as the same may be amended from time to
time.
2.17 Rule 16b-3 means Rule 16b-3 as promulgated by the
Securities and Exchange Commission under Section 16(b) of the
Exchange Act, as such rule may be amended from time to time, and
any successor rule.
2.18 Shares mean the shares of common stock of the Company
and such other securities or property as may become subject to
Awards pursuant to an adjustment made under Section 4.3 of the
Plan.
2.19 Stock Appreciation Rights mean Awards granted in
accordance with Article V.
2.20 Ten Percent Shareholder means a person owning common
stock of the Company or an Affiliate possessing more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company as defined in Section 422 of the Code.
Article III Administration
3.1 Committee. The Plan shall be administered by the Board
of Directors of the Company (the "Board"). Subject to the terms of
the Plan and applicable law, the Board shall have full power and
authority to: (i) designate persons to be Participants; (ii)
determine the type, amount, duration, and other terms and
conditions of Awards to be granted to each Participant (including
whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other
Awards, or other property and whether, to what extent, and under
what circumstances cash, Shares, other securities, other Awards,
other property, and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the
holder thereof or of the Committee); (iii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made
under, the Plan with respect to any Participant; (iv) waive any
conditions or other restrictions with respect to (including,
without limitation, conditions regarding the exercise of a Option),
amend, alter, suspend, discontinue, or terminate any Award granted
to any Participant, prospectively or retroactively, but no such
action shall impair the rights of any Participant without his or
her consent except as provided in Section 4.3, and correct any
defect, supply any omission, or reconcile any inconsistency in any
Award or Award Agreement granted to a Participant in the manner and
to the extent it shall deem desirable to carry the Plan into
effect; (v) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan with respect to
Participants; and (vi) make any other determination and take any
other action that the Committee deems necessary or desirable for
the administration of the Plan granted to a Participant. To the
extent permitted by applicable law, the Board may, in its
discretion, delegate to the Committee or, with respect to Awards to
Participants other than Participants who are Insiders, another
committee of the Board or one or more senior officers of the
Company, any or all of the authority and responsibility of the
Board with respect to Awards under the Plan. To the extent that
the Board has delegated such authority and responsibility, all
references to the Board herein shall include the Committee or such
other committee or one or more officers. Unless otherwise
expressly provided in the Plan, all determinations,
interpretations, and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Board,
may be made at any time, and shall be final, conclusive, and
binding upon all persons. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so
as to disqualify any outstanding Incentive Stock Option under
Section 422 of the Code, without the consent of the affected
Participant.
3.2 Indemnification. No member or former member of the
Board shall be liable for any action or inaction or determination
made in good faith with respect to the Plan or any Award. To the
maximum extent permitted by applicable law and by the Company's
Articles of Incorporation and Bylaws, each such person shall be
indemnified and held harmless by the Company against any cost or
expense and liability (including any sum paid in settlement of a
claim with the approval of the Company), arising out of any act or
omission to act in connection with the Plan. Costs and expenses to
be indemnified hereunder shall include reasonable attorney's fees
and expenses as incurred, provided that the person being
indemnified agrees to repay in full amounts advanced hereunder in
the event of a final determination by a court that such person is
not entitled to indemnification hereunder.
Article IV Shares
4.1 Number of Shares Available. Subject to Section 4.3, the
maximum number of Shares which may be issued under the Plan and as
to which Awards may be granted is __________ Shares.
4.2 Shares Subject to Terminated Awards. The (i) Shares
covered by any unexercised portions of terminated Options, and (ii)
Shares subject to any Awards which are otherwise surrendered by the
Participant and as to which Shares no Participant has received any
payment or other benefit of ownership with respect thereto, may
again be subject to new Awards. In the event the exercise price of
an Option is paid in whole or in part through the delivery of
Shares or the surrender of an unexercised Option, the gross number
of Shares issuable in connection with the exercise of the Option
shall not again be available for the grant of Awards under the
Plan. Shares used to measure the amount payable to a Participant
in respect of an earned Performance Award and Shares issued in
payment of Performance Awards which are denominated in cash amounts
shall not again be available for the grant of Awards under the
Plan.
4.3 Adjustments. In the event that the Board shall
determine that any dividend or other distribution (whether in the
form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of securities of the Company, or other similar
corporate transaction or event affects the Shares such that an
adjustment is determined by the Board to be appropriate in order to
prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the
Board may, in such manner as it may deem equitable, adjust as to
Participants any or all of (i) the number and type of Shares
subject to the Plan and which thereafter may be made the subject of
Awards, including Incentive Stock Options and Stock Appreciation
Rights, (ii) the number and type of Shares subject to outstanding
Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award, or, if deemed appropriate, make provisions
for a cash payment to the holder of an outstanding Award. In
addition, in the event the Company or any Affiliate shall assume
outstanding awards or the right or obligation to make future awards
in connection with the acquisition of another business or another
corporation or business entity, the Board may make such
adjustments, not inconsistent with the terms of the Plan, in the
terms of Awards granted to Participants as it shall deem
appropriate in order to achieve reasonable comparability or other
equitable relationship between the assumed awards and the Awards
granted to Participants. The Committee also may make such other
adjustments as it deems necessary to take into consideration any
other event (including accounting changes) if the Board determines
that such adjustment is appropriate to avoid distortion in the
operation of the Plan. However, in each case, no adjustment with
respect to Awards of Incentive Stock Options shall be authorized
hereunder to the extent that such authority would cause the Plan to
violate Section 422(b)(1) of the Code, and in each case, Awards
shall only be subject to such adjustments as shall be necessary to
maintain the proportionate interest of the Participant and
preserve, without exceeding, the value of the Awards.
Article V Stock Options and Stock Appreciation Rights
5.1 Grant of Option. The Board is hereby authorized to
grant Options to Key Employees and Non-Employee Directors with such
terms and conditions, in either case not inconsistent with the
provisions of the Plan, as the Board shall determine.
(a) Exercise Price. The exercise price per Share
purchasable under an Option shall be determined at the time of
grant and shall be not less than 100% of the Fair Market Value of
the Share on the date of grant of such Option; provided, however if
an Incentive Stock Option is granted to a Ten Percent Shareholder,
the exercise price per share shall be no less than 110% of the Fair
Market Value of a Share on the date of grant.
(b) Exercisability and Method of Exercise. An Option Award
may contain such performance targets and waiting periods, and shall
become exercisable in such manner and within such period or periods
and in such installments or otherwise, as shall be determined at
the time of grant. The Board of Directors shall also determine the
method by which, and the form (including, without limitation, cash,
Shares, other securities, other Awards, or other property, or any
combination thereof, having a Fair Market Value on the exercise
date equal to the relevant exercise price), in which payment of the
Option exercise price may be made (including payment in accordance
with a cashless exercise program under which, if so instructed by
the Participant, Shares may be issued directly to the Participant's
broker or dealer upon receipt of the purchase price in cash from
the broker or dealer).
(c) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects
with the provisions of Code Section 422 and any regulations
promulgated thereunder. Non-Employee Directors are not eligible to
be granted Incentive Stock Options under the Plan.
(d) Incentive Stock Option Limitations. To the extent that
the aggregate Fair Market Value (determined as of the time of
grant) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by a Key Employee Participant
during any calendar year under the Plan and/or any other stock
option plan of the Company or any Affiliate exceeds $100,000, such
Options shall be treated as Options which are not Incentive Stock
Options. Should any of the foregoing provisions not be necessary
in order for the Options to quality as Incentive Stock Options, or
should any additional provisions be required, the Board of
Directors may amend the Plan accordingly, without the necessity of
obtaining the approval of the shareholders of the Company, except
as otherwise required by law.
5.2 Stock Appreciation Rights. The Board is hereby
authorized to grant Stock Appreciation Rights to Key Employees and
Non-Employee Directors, in such amounts and having such grant
price, term, methods of exercise, methods of settlement (including
whether Stock Appreciation Rights will be settled in cash, Shares,
other securities, other Awards, or other property, or any
combination thereof), and any other terms and conditions as it
shall determine.
5.3 Compliance With Code Section 162(m). Notwithstanding
any other provision of the Plan, the maximum number of Shares with
respect to which Options and Stock Appreciation Rights, in the
aggregate, may be awarded to any individual Key Employee
Participant during any twelve-month period is __________ Shares.
For purposes of this limitation, Shares subject to Options and
Stock Appreciation Rights which are cancelled shall be counted
against the maximum number of Shares with respect to which Options
and Stock Appreciation Rights may be awarded to any individual Key
Employee under the Plan, and if the Exercise Price of Options or
the base amount of Stock Appreciation Rights is changed (other than
pursuant to an adjustment under Section 4.3 hereof), the
transaction shall be treated as a cancellation of the Option or
Stock Appreciation Right and a grant of a new Option or Stock
Appreciation Right, as the case may be. The Board at any time may
in its sole discretion limit the number of Options and/or Stock
Appreciation Rights that can be exercised in any taxable year of
the Company, to the extent necessary to prevent the application of
Section 162(m) of the Code (or any similar or successor provision),
provided that the Committee may not postpone the earliest date on
which Options or Stock Appreciation Rights can be exercised beyond
the last day of the stated term of such Options or Stock
Appreciation Rights.
Article VI Other Share-Based Awards
6.1 Grant of Other Awards. Other Awards, valued in whole or
in part by reference to, or otherwise based on, Shares, including
but not limited to Performance Awards and restricted stock, may be
granted either alone or in addition to or in conjunction with other
Awards for such consideration, if any, and in such amounts and
having such terms and conditions as the Board may determine.
Article VII Terms Applicable to All Awards Granted Under the Plan
7.1 Award Agreement. No person shall have any rights under
any Award granted under the Plan unless and until the Company and
the Participant to whom such Award shall have been granted shall
have executed and delivered an Award Agreement or received any
other Award acknowledgment authorized by the Board of Directors
expressly granting the Award to such person and containing
provisions setting forth the terms of the Award. If there is any
conflict between the provisions of an Award Agreement and the terms
of the Plan, the terms of the Plan shall control.
7.2 Awards May Be Granted Separately or Together; No
Limitations on Other Awards. Awards may be granted either alone or
in addition to, in tandem with, or in substitution for any other
Award or any award granted under any other plan of the Company or
any Affiliate, and the terms and conditions of an Award need not be
the same with respect to each Participant.
7.3 Acceleration. The Board is authorized in its discretion
to accelerate the exercisability of any Option or the vesting of
any Award held by a Participant, including, without limitation,
upon a change of control of the Company as determined by the Board,
the sale by the Company of all or substantially all its assets to
an unrelated party, or the liquidation and dissolution of the
Company.
7.4 Limitations on Transfer of Awards. Except as determined
otherwise by the Board, the rights and interest of a Participant
under the Plan may not be assigned, alienated, sold, or transferred
other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act, as
amended, or the rules thereunder; provided, however, that a
Participant may at the discretion of the Board, be entitled (i) to
designate a beneficiary or beneficiaries to exercise his or her
rights, to receive any property distributable, with respect to any
Award upon the death of the Participant, and (ii) to transfer an
Award other than an Incentive Stock Option without consideration to
such Participant's children, grandchildren and/or spouse (or to one
or more trusts for the benefit of any such family members or to one
or more partnerships in which any such family members are the only
partners). Except as determined otherwise by the Committee or
except to the extent that a transfer of an Award has been permitted
hereunder by the Committee, during the lifetime of a Participant,
only the Participant personally, or if permissible under applicable
law, such individual's guardian or legal representative, may
exercise rights under the Plan. No Award, and no right under any
such Award, may be pledged, alienated, attached, or otherwise
encumbered, and any purported pledge, alienation, attachment, or
encumbrance thereof shall be void and unenforceable against the
Company or any Affiliate.
7.5 Taxes. The Company shall be entitled to withhold (or
secure payment from the Participant in lieu of withholding) the
amount of any withholding or other tax required by law to be
withheld or paid by the Company in connection with such
Participant's Award, and the Company may defer payment or issuance
of the cash or Shares upon the grant, exercise or vesting of an
Award unless indemnified to its satisfaction against any liability
for any such tax. The Board of Directors may prescribe in each
Award Agreement one or more methods by which the Participant will
be permitted or required to satisfy his or her tax withholding
obligation, which methods may include, without limitation, the
payment of cash by the Participant to the Company and the
withholding from the Award, at the appropriate time, of a number of
Shares sufficient, based upon the Fair Market Value of such Shares,
to satisfy such tax withholding requirements.
7.6 Rights and Status of Recipients. No employee shall have
any right to be granted an Award. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee any right
to be retained in the employ of the Company or any Affiliate, and
the grant of an Award to a Non-Employee Director shall not confer
any right on such Non-Employee Director to continue as a Director
of the Company.
7.7 Awards Not Includable for Benefit Purposes. Income
recognized by a Participant pursuant to the Plan shall not be
included in the determination of benefits under any employee
pension benefit plan (as such term is defined in Section 3(2) of
the Employee Retirement Income Security Act of 1974, as amended) or
group insurance or other benefit plans applicable to the
Participant which are maintained by the Company or any Affiliate,
except as may be provided under the terms of such plans or
determined by resolution of the Board of Directors of the Company.
7.8 Share Certificates; Representation by Participants;
Registration Requirements. All certificates for Shares delivered
pursuant to any Award or the exercise thereof shall be subject to
such stop transfer orders and other restrictions as the Committee
(or the Board of Directors in the case of an Award granted to a
Non-Employee Director) may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities
Exchange Commission and any applicable federal or state securities
laws, and legends may be put on any such certificates to make
appropriate reference to such restrictions. The Committee may
require each Participant to represent to the Company in writing
that such Participant is acquiring Shares without a view to the
distribution thereof. Each Award shall be subject to the
requirement that, if at any time (i) the registration or
qualification of Shares relating to such Award on any securities
exchange or under any state or federal securities laws, or (ii) the
approval of any securities exchange or regulatory body is necessary
or desirable as a precondition thereto, the Award or the issuance
of Shares in connection therewith may not be consummated unless
such listing, registration, qualification or approval shall have
been effected.
Article VIII Amendment and Termination
8.1 Amendment. The Board of Directors of the Company may
amend, alter, suspend, discontinue, or terminate the Plan at any
time; provided, however, that no amendment, alteration, suspension,
discontinuation or termination of the Plan shall in any manner
(except as otherwise provided in this Article VIII) adversely
affect any Award, without the consent of the Participant. The
Board of Directors of the Company is authorized to amend the Plan
and to make any modifications to Award Agreements to comply with
Rule 16b-3 and Section 162(m) of the Code, and to make any other
amendments or modifications deemed necessary or appropriate to
better accomplish the purposes of the Plan in light of any
amendments made to Rule 16b-3 and Section 162(m) of the Code.
8.2 Termination. The Plan shall terminate at the close of
business on the tenth anniversary of the effective date, provided,
however, the Board of Directors of the Company shall have the right
and the power to terminate the Plan at any time prior thereto. No
Award shall be granted under the Plan after such termination, but
such termination shall not have any other effect, and any Award
outstanding at the time of such termination may be exercised after
termination at any time prior to the expiration date of such Award
to the same extent such Award would have been exercisable had the
Plan not terminated.
Article IX General Provisions
9.1 Effective Date of the Plan. The Plan shall be effective
as of the date of its adoption by the Board of Directors of the
Company, subject to approval of the Plan by the Company's
shareholders within one year thereafter by a majority of the votes
cast at a duly held meeting of the shareholders of the Company at
which a quorum representing a majority of all outstanding stock is
present, either in person or by proxy. In the event that the Plan
is not so approved within such one-year period, all Awards granted
under the Plan shall be null and void.
9.2 Unfunded Status of Plan. The Plan shall be unfunded and
shall not create (or be construed to create) a trust or a separate
fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Participant or other
person. To the extent any person holds any right by virtue of a
grant under the Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company.
9.3 Miscellaneous. The Plan and all determinations made and
actions taken pursuant to the Plan shall be governed by the laws of
the state of Florida and applicable federal laws. Section headings
are used in the Plan for convenience only, do not constitute a part
of the Plan, and shall not be deemed in any way to be relevant to
the interpretation of the Plan or any provision thereof. Whenever
possible, each provision in the Plan and every Award shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Plan or any Award shall
be held to be prohibited by or invalid under applicable law, then
(i) such provision shall be deemed amended to accomplish the
objectives of the provision as originally written to the fullest
extent permitted by law and (ii) all other provisions of the Plan
and every other Award shall remain in full force and effect.
NOBILITY HOMES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
The undersigned, having received the Notice of Annual Meeting
of Shareholders and Proxy Statement appoints Terry E. Trexler and
Jean Etheredge, and each or either of them, as proxies, with full
power of substitution and resubstitution, to represent the
undersigned and to vote all shares of common stock of Nobility
Homes, Inc., which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company to be held on Friday,
February 28, 1997, and any and all adjournments thereof, in the
manner specified.
(Continued and to be SIGNED and dated on the reverse side.)
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE PROPOSAL
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.<PAGE>
Please mark
your votes as
indicated in
this example<PAGE>
X
Proposal 1. Election of Directors nominated by the Board of Directors -
Terry E. Trexler, Richard C. Barberie, Robert P. Holliday,
Robert P. Saltsman, Thomas W. Trexler.
FOR all
nominees
listed WITHHOLD
(except as AUTHORITY (INSTRUCTION: To withhold authority to
marked to to vote for vote for any individual nominee, write
the contrary all nominees that nominee's name on the space provided
to the right) to the right below):
____ ____ ___________________________________________
Proposal 2. Authorization of additional 6 million shares of common stock.
____ FOR ____ AGAINST ____ ABSTAIN
Proposal 3. Approval of Nobility Homes, Inc. Stock Incentive Plan.
____ FOR ____ AGAINST ____ ABSTAIN
Should any other matters requiring
a vote of the shareholders arise,
the above named proxies are
authorized to vote the same in
accordance with their best judgment
in the interest of the Company.
The Board of Directors is not aware
of any other matter which is to be
presented for action at the meeting
other than the matters set forth
herein.
(Please sign exactly as name or names
appear hereon. Executors,
administrators, trustees or other
representatives should so indicate
when signing.)
Signature(s)_____________Signature(s)_________________Date _______________
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE,
DATE AND SIGN THE ABOVE PROXY CARD AND RETURN
IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
