NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
of
JUNO LIGHTING, INC.
To the Stockholders of
Juno Lighting, Inc.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders of
Juno Lighting, Inc., a Delaware corporation (the "Company"), will be held at
the Company's principal offices, 2001 South Mt. Prospect Road, Des Plaines,
Illinois 60017-5065, on April 30, 1996 at 2 P.M. Central Time, for the purpose
of considering and voting on:
(1) The election of two directors to serve until the 1999 Annual Meeting
of Stockholders or until their successors are elected and qualified;
(2) Approval of Juno Lighting, Inc. 1996 Employee Stock Purchase Plan;
and
(3) Such other business as may properly come before the meeting.
The stock transfer books of the Company will remain open. The Board of
Directors has determined that only stockholders of record at the close of
business on March 5, 1996, are entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof. All stockholders, whether or not
they now expect to be present at the meeting, are requested to date, sign, and
return the enclosed proxy, which requires no postage if mailed in the United
States.
The Company's Annual Report to stockholders for the fiscal year ended
November 30, 1995, is enclosed. Additional copies are available on request.
Mailing of this Notice, Proxy and Proxy Statement began about March 12, 1996.
Your attention is directed to the following pages for further information
relating to the meeting.
By Order of the Board of Directors
Julius Lewis
Des Plaines, Illinois Secretary
March 12,1996
<PAGE> 1
JUNO LIGHTING, INC.
2001 South Mt. Prospect Road
P.O. Box 5065
Des Plaines, Illinois 60017-5065
PROXY STATEMENT
GENERAL
Proxies are being solicited hereby on behalf of the Board of Directors
(the "Board") of Juno Lighting, Inc., a Delaware corporation (the "Company" or
"Juno"), for use at the 1996 Annual Meeting of Stockholders, notice of which
accompanies this Proxy Statement. Any stockholder giving a proxy has the power
to revoke it at any time prior to the exercise thereof by executing a
subsequent proxy, by notifying the Vice President, Finance of the Company of
such revocation in a written notice received by him at the above address prior
to the Annual Meeting or by attending the Annual Meeting and voting in person.
If no contrary instruction is indicated in the proxy, each proxy will be voted
FOR the election of the nominees named below to the Board.
The record date for the determination of stockholders entitled to vote at
the meeting is March 5, 1996, at the close of business. As of the record date,
the only outstanding capital stock of the corporation was its Common Stock,
par value $.01 per share ("Stock") and the number of shares of Stock
outstanding and entitled to vote at the meeting was 18,422,112, each share
entitling the holder thereof to one non-cumulative vote.
The Board has selected Price Waterhouse as the Company's independent
certified public accountants for the current fiscal year. Price Waterhouse has
served in this capacity for the past four fiscal years. It is expected that a
representative of Price Waterhouse will be present at the Annual Meeting with
an opportunity to make a statement if he so desires and to respond to
appropriate questions.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone or by telegraph, by officers and certain other regular employees of
the Company. The Company does not now expect to pay any compensation for the
solicitation of proxies but may reimburse brokers and other persons holding
shares in their names, or in the names of nominees, for their expenses for
sending proxy material to principals and obtaining their proxies.
The proposed election of directors requires the affirmative vote of a
majority of the shares of the Stock of the Company present in person or by
proxy and entitled to vote at the meeting. The representation in person or by
proxy of a majority of the outstanding shares entitled to vote is necessary to
provide a quorum at the meeting. Abstentions and withheld votes are counted as
present in determining whether the quorum requirement is satisfied.
"Non-votes" are not counted for quorum purposes. Abstentions and withheld
votes have the same effect as votes against proposals presented to
<PAGE> 2
stockholders. A "non-vote" has no effect on proposals presented to
stockholders. A "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a proposal because the nominee does not have
discretionary voting power and has not received instructions from the
beneficial owner. Proxies received on behalf of the Board for which no
direction to vote is given will be voted for the election of directors as set
forth below in accordance with the best judgment of the person or persons
acting under the proxy.
Mailing of this Proxy Statement, Notice and Proxy began about March 12,
1996, to stockholders of record as of the close of business on March 5, 1996.
Each Stockholder may obtain a copy of the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 1995 filed with the Securities and
Exchange Commission ("SEC") from the Company at no charge by written request
to the Company's Vice President, Finance, 2001 South Mt. Prospect Road, P.O.
Box 5065, Des Plaines, Illinois 60017-5065.
Principal Stockholders
The following table sets forth, as of February 10, 1996, the number and
percentage of outstanding shares of Stock beneficially owned by each person
known to the Company to be the beneficial owner of more than five percent of
the outstanding shares of Stock.
<TABLE>
<CAPTION>
Shares Percentage
Beneficially of Shares
Name and Address Owned Outstanding
- ------------------------------------------------ ------------ -----------
<S> <C> <C>
Quest Advisory Corp. & Quest Management Company 1,458,500 <F1> 7.92%
1414 Avenue of the Americas
New York, NY 10019
Harris Associates L.P. & Harris Associates, Inc. 1,245,900 <F2> 6.76%
2 North LaSalle St.
Chicago, Illinois 60602-3790
David L. Babson & Co., Inc. 1,040,200 <F3> 5.65%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
<FN>
<F1> Quest Advisory Corp. ("Quest") beneficially owns 1,389,500 shares of
stock, has sole power to vote or direct the vote and dispose or to
direct the disposition of such shares. Quest Management Co. ("QMC")
benefically owns 69,000 shares of stock, has sole power to vote or
direct the vote and dispose or to direct the disposition of such shares.
<F2> Harris Associates L.P. and Harris Associates, Inc. ("Harris")
beneficially owns 1,245,900 shares of stock and has shared power to vote
or direct the vote of such shares. Harris has sole power to dispose or
to direct the disposition of 313,100 shares and shared power to dispose
or to direct the disposition of 932,800 shares.
<F3> David L. Babson & Co., Inc. ("Babson") beneficially owns 1,040,200
shares of Stock and has sole power to vote or direct the vote and to
dispose or to direct the disposition of 487,900 shares. Babson has
shared voting power to vote or to direct the vote and dispose or to
direct the disposition of the remaining 552,300 shares.
</FN>
</TABLE>
<PAGE> 3
Directors' and Executive Officers' Stock Ownership
The following table sets forth, as of February 15, 1996, the number and
percentage of outstanding shares of Stock beneficially owned by each director,
each executive officer and all executive officers and directors as a group.
The persons named hold sole voting and investment power with respect to the
shares of Stock listed below, except as otherwise indicated.
<TABLE>
<CAPTION>
Shares Percentage
Beneficially of Shares
Name Owned Outstanding
- ---------------------------- ------------ -----------
<S> <C> <C>
Robert S. Fremont <F1> 869,856 4.72%
Thomas W. Tomsovic <F1><F2> 10,000 *
Julius Lewis <F3> 4,000 *
Allan Coleman <F3> 1,200 *
George M. Ball <F3> 2,500 *
Ronel W. Giedt <F1><F4> 39,000 *
Glenn R. Bordfeld <F5><F6> 10,400 *
George J. Bilek <F5><F7> 20,225 *
Charles F. Huber <F5><F8> 14,500 *
All Directors and Executive Officers
as a group <F9> 971,681 5.27%
<FN>
<F1> Executive Officer and Director
<F2> Represents 10,000 shares which Mr. Tomsovic has the right to acquire
within 60 days of February 15, 1996.
<F3> Director
<F4> Includes 18,500 shares which Mr. Giedt has the right to acquire within
60 days of February 15, 1996.
<F5> Executive Officer
<F6> Represents 10,400 shares which Mr. Bordfeld has the right to acquire
within 60 days of February 15, 1996.
<F7> Includes 10,900 shares which Mr. Bilek has the right to acquire within
60 days of February 15, 1996.
<F8> Includes 9,800 shares which Mr. Huber has the right to acquire within 60
days of February 15, 1996.
<F9> Includes 59,600 shares which five executive officers have the right to
acquire within 60 days of February 15, 1996.
* Less than 1%
</FN>
</TABLE>
Stockholder Proposals
Stockholder proposals for inclusion in proxy materials for the 1997
Annual Meeting of Stockholders should be addressed to the Company's Vice
President, Finance, 2001 South Mt. Prospect Road, P.O. Box 5065, Des Plaines,
Illinois 60017-5065, and must be received before November 12, 1996. In
addition, the Company's by-laws provide that stockholder nominations for
persons for election to the Company's Board and proposals of business to be
considered at an annual stockholders meeting must satisfy certain conditions
including generally submitting notice to the Company not more than 90 days or
less than 60 days prior to the anniversary of the preceding year's Annual
Meeting of Stockholders.
<PAGE> 4
1. ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides for a Board of
not less than three and not more than nine directors, each of whom is elected
for a term of three years. The number of directors will be determined from
time to time by the Board. The directors are divided into three classes; the
term of office of one class expires at each Annual Meeting of Stockholders.
The persons listed below as nominees to be elected as directors have been
recommended by the Board and, if elected, will serve for a term ending at the
1999 Annual Meeting of Stockholders or until their successors are elected and
qualified. Election requires the affirmative vote of a majority of the Stock
represented at the 1996 Annual Meeting of Stockholders. Shares of Stock held
in the names of brokers for which proxy cards are not returned will not be
counted as present for purposes of calculating the Stock represented at the
1996 Annual Meeting of Stockholders, and such shares of Stock will not be
counted either as having been voted for or against a proposal, or as
abstaining with respect to a proposal. Abstentions will not be counted either
as a vote for or against, or a withheld vote, regarding a proposal. The Board
recommends a vote FOR these nominees. Proxies received will be so voted if no
direction is given. If the nominees should be unable or unwilling to serve,
which is not now contemplated, the proxy holders may, but will not be bound
to, vote for substitute nominees.
The names of the nominees, along with the names of the other directors
whose terms continue after the meeting, together with certain additional
information, are set forth below. Additional information includes business
experience during the last five years and other directorships currently held
with corporations whose securities are registered under Section 12 of the
Securities Exchange Act of 1934 and certain other corporations. To the
knowledge of the Company, there are no family relationships between any
director or executive officer and any other director or executive officer.
<TABLE>
<CAPTION>
Nominees
<S> <C>
George M. Ball Age 61. Director since 1991.
Term expires 1996. Member of Compensation, Stock
Option and Audit Committees.
Business experience during last five years:
Chairman, Philpott, Ball & Co., an investment
banking firm, from January, 1991 to the present;
Senior Vice President,
Interstate/Johnson Lane & Co., an investment
banking firm, from April, 1990 to January,
1991; Chairman, George Ball & Co., an
investment banking firm, from December, 1986
to April, 1990.
Other Directorships: B.B. Walker Company and
Edo Corporation
Thomas W. Tomsovic Age 54. Vice President, Operations. Director since
1986.
Term expires 1996. Business experience during last
five years: Vice President, Operations of the
Company.
Other Directorships: None
<PAGE> 5
Other Directors
Allan Coleman Age 70. Director since 1983.
Term expires 1997. Member of Compensation, Stock
Option and Audit Committees.
Business experience during last five years:
Chairman, Coleman International, Inc., an
international trading company, from August, 1994 to
present; and Chairman, Coleman Cable Systems, Inc.,
a manufacturer of electric wire and cable, from
January, 1989 to August, 1994.
Other Directorships: None
Ronel W. Giedt Age 57. President and Chief Operating Officer.
Director since 1991.
Term Expires 1997.
Business experience during last five years: President
and Chief Operating Officer of the Company since
December 1, 1994. President of Indy Lighting, Inc.,
a wholly-owned subsidiary of the Company from 1988
to November 30, 1994.
Other Directorships: None
Robert S. Fremont Age 71. Chairman of the Board and Chief Executive
Officer. Director since 1976.
Term expires 1998. Member of Stock Option Committee.
Business experience during the last five years:
Chairman of the Board and Chief Executive Officer
since December 1, 1994. President of the Company
from 1976 to November 30, 1994.
Other Directorships: None
Julius Lewis Age 64. Secretary. Director since 1983.
Term expires 1998. Member of Compensation, Stock
Option and Audit Committees.
Business experience during the last five years:
Partner, Sonnenschein Nath & Rosenthal, outside
legal counsel for the Company.
Other Directorships: None
</TABLE>
Board and Committee Meetings
The Board met four times during the fiscal year ended November 30, 1995.
Directors who are not employees are compensated at the rate of $1,000 per
directors' meeting attended.
The Board has a Compensation Committee, consisting of three members,
which determines salaries, bonuses and other compensation to be paid to the
officers of the Company and administers all benefit plans (unless otherwise
specified in plan documents) affecting officers' direct and indirect
remuneration (other than the Company's Stock Option Plans). The Compensation
Committee met once during the fiscal year ended November 30, 1995.
The Board has a Stock Option Committee, consisting of four members, which
administers the Company's Stock Option Plans. The Stock Option Committee met
once during the fiscal year ended November 30, 1995.
The Board has an Audit Committee, consisting of three members, which
considers matters relating to internal controls and compliance with accounting
policy. It also recommends independent auditors to the Board and reviews the
<PAGE> 6
independence of such auditors, reviews the scope of the annual audit
activities of the independent auditors and the Company's internal auditor and
reviews the audit fee payable to the independent auditors and the audit
results. The Audit Committee met twice during the fiscal year ended
November 30, 1995.
The Board does not have a standing Nominating Committee.
The Board will consider stockholders' recommendations with regard to the
two directors to be elected at the 1997 Annual Meeting of the Stockholders.
Such recommendations should set forth the qualifications of the proposed
nominees and should be addressed to the Company's Vice President, Finance,
2001 South Mt. Prospect Road, P.O. Box 5065, Des Plaines, Illinois 60017-5065,
and must be received before February 25, 1997. See also "Stockholder
Proposals" above regarding certain provisions of the Company's By-laws
relating to stockholder nominations for directors.
Executive Compensation
The following Summary Compensation Table includes individual compensation
information regarding all compensation awarded to, earned by, or paid during
the fiscal years ended November 30, 1995, 1994 and 1993 to Mr. Fremont and the
five other most highly compensated executive officers of the Company in all
capacities in which they served during the years in which they have been
executive officers.
As reflected in the following table, Mr. Fremont and the five other most
highly paid executive officers of the Company currently participate in the
Company's 401(k) Plan. In addition, the named executives participate in, and
(except for Mr. Fremont) have received grants under, the Company's Stock
Option Plans, effective July 18, 1983 (the "1983 Stock Option Plan") and
December 2, 1993 (the "1993 Stock Option Plan").
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Long-Term
Compensation Compensation
---------------------- ----------------
Awards All
Options Other
(# of Compen-
Name & Principal Position Year Salary Bonus Shares) sation<F1>
- ------------------------- ---- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Robert S. Fremont 1995 $504,400 - - $15,786<F2>
Chairman of the Board and 1994 504,400 - - 17,755
Chief Executive Officer 1993 447,052 - - 18,231
Ronel W. Giedt 1995 $282,238 $ - 25,000 $11,250
President and Chief Operating 1994 177,303 36,216 50,000 17,695
Officer
Thomas W. Tomsovic 1995 $214,859 $ - 10,000 $11,250
Vice President, Operations 1994 203,271 11,680 10,000 15,090
1993 181,835 10,652 - 13,639
<PAGE> 7
Glenn R. Bordfeld 1995 $155,452 $ - 10,000 $11,250
Vice President, Sales 1994 139,211 11,680 10,000 11,262
1993 123,564 10,652 - 8,268
George J. Bilek 1995 $154,673 $ - 10,000 $11,250
Vice President, Finance and 1994 138,519 11,680 10,000 11,230
Treasurer 1993 122,952 10,652 - 8,178
Charles F. Huber 1995 $158,742 $ - 10,000 $11,250
Vice President, Corporate 1994 141,956 11,680 10,000 11,449
Development 1993 131,455 10,652 - 9,860
<FN>
<F1> Includes the Company's matching and discretionary contributions under the
401(k) Plan. Amounts are included without regard to vesting of any Company
discretionary contributions.
<F2> Includes $4,536 for miscellaneous personal expenses.
</FN>
</TABLE>
Stock Option Plan Exercises and Year-End Value Table
The following table discloses, for each of the executive officers listed on
the next page, information regarding stock options exercised during, or held at
the end of, the fiscal year ended November 30, 1995 pursuant to the Company's
1983 and 1993 Stock Option Plan.
<PAGE> 8
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
<CAPTION>
Total Value of
Total Number of Unexercised In-the-
Number of Unexercised Options Money Options Held
Shares Held at Fiscal Year End<F1> Fiscal Year<F1><F2>
Acquired on Value ----------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------- ------------ -------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Fremont 0 $ 0 0 0 $ 0 $ 0
R. Giedt 12,500 140,625 18,500 65,000 73,313 35,937
T. Tomsovic 6,000 63,000 10,000 16,000 51,750 14,375
G. Bordfeld 4,800 50,413 8,800 17,600 37,600 24,375
G. Bilek 6,300 54,810 13,900 16,000 76,762 14,375
C. Huber 3,200 27,400 9,800 16,000 50,025 14,375
<FN>
<F1> All options outstanding at the end of the fiscal year ended November 30,
1995, are incentive stock options, except for Mr. Giedt who held 50,000
Non-Qualified Options. All options were granted at 100% of the fair market
value of the Company's Stock on the date of the grant. For all such
options, up to 20% of the shared covered by each option may be purchased
commencing on the first anniversary of the date of the grant and the amount
increases by 20% on each anniversary thereafter. Such options cannot be
exercised after the expiration of six years from grant of date. For
Incentive Stock Options granted after December 31, 1986, the aggregate
fair market value of Stock with respect to which Incentive Stock Options
become exercisable for the first time by any individual grantee during
any calendar year may not exceed $100,000.
<F2> Total value of options is based on the difference between the fair market
value of Company Stock of $15.875, as of November 30, 1995, and the
exercise price per share of the options.
</FN>
</TABLE>
<PAGE> 9
<TABLE>
Stock Opton Grants During Fiscal 1995
<CAPTION>
Potential Realizable
Value At Assumed
Annual Rates of Stock
Price Appreciation
% of Total for Option Term
Options
Options Granted to Exercise Market Expiration ------- -------
Name Granted Employees Price Price Date 5% 10%
<F2> in 1995<F1>
- ----------- ------- ------------ ------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
R. Fremont 0 0 $ - $ - - $ - $ -
R. Giedt 25,000 17.18% 14.4375 14.4375 10/26/95 99,713 220,363
T. Tomsovic 10,000 6.87% 14.4375 14.4375 10/26/95 39,885 88,145
G. Bordfeld 10,000 6.87% 14.4375 14.4375 10/26/95 39,885 88,145
G. Bilek 10,000 6.87% 14.4375 14.4375 10/26/95 39,885 88,145
C. Huber 10,000 6.87% 14.4375 14.4375 10/26/95 39,885 88,145
<FN>
<F1> Based on 145,500 options granted to all employees in 1995.
<F2> Options granted for Messrs. Tomsovic, Bordfeld, Bilek and Huber during l995
are Incentive Stock Options. Mr. Giedt received 25,000 Non-Qualified
Options. All options were granted at 100% of the fair market value of the
Company's Stock on the date of the grant. For all these options, up to 20%
of the shares covered by each option may be purchased commencing on the
first anniversary of the date of the grant and the amount increases by 20%
on each anniversary thereafter. These options cannot be exercised after
the expiration of ten years from grant of date. For Incentive Stock Options
granted after December 31, 1986, the aggregate fair market value of Stock
with respect to which Incentive Stock Options become exercisable for the
first time by any individual grantee during any calendar year may not
exceed $100,000.
</FN>
</TABLE>
<PAGE> 10
Compensation Committee and Stock Option Committee Reports on Executive
Compensation
The Company's executive compensation policy is designed to maintain a
competitive compensation program in order to attract and retain well qualified
management and to provide management with the incentive to accomplish the
Company's financial and operating objectives. Compensation for executives
generally consists of cash compensation in the form of annual base salary and
performance-based bonuses, and long term incentive compensation in the form of
stock options.
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors and, with respect to stock
options and stock appreciation rights ("SARs") under the Company's Stock
Option Plans, by the Stock Option Committee. The Stock Option Committee has
four members (consisting of the CEO and three outside directors), and in
fiscal 1995 met together once. The Compensation Committee has three members
(consisting of the three outside directors), and in fiscal 1995 met once.
In setting cash compensation levels for executive officers (including the
CEO), the Compensation Committee considers the performance of the Company and
of the individual officer, including the assumption of new duties by the
officer. While the Company's overall financial performance, particularly
operating income, is taken into account, base salaries for executive officers
are primarily determined by the Compensation Committee's subjective assessment
of the executive's individual performance. The Compensation Committee does not
set target bonuses or target performance goals in setting cash compensation
levels for executive officers.
In addition to base salary, the Compensation Committee adopted an
incentive bonus plan for fiscal 1994 for Ronel W. Giedt who at the beginning
of the fiscal year was President of Indy Lighting, the Company's wholly-owned
subsidiary and the following Vice Presidents of the Company: Thomas W.
Tomsovic, Glenn R. Bordfeld, George J. Bilek and Charles F. Huber. The
incentive bonus plan provided for the payment of cash bonuses to these
executives pursuant to a formula based on increases in operating income of the
Company. Bonuses were calculated using the Company's fiscal 1994 audited
financial statements and have been paid to each of the five executives named
above.
In determining the salary to be paid to the CEO in any fiscal year, in
addition to the factors set forth above which are applicable to all executive
officers, the Compensation Committee also compares base salaries of chief
executive officers of other companies of similar size and engaged in
manufacturing businesses to that of the Company's CEO and considers the
performance of the Company's Stock. Some, but not all, of the companies used
for salary comparison purposes are companies listed in the NASDAQ Electrical
Component Index for which cumulative total return information is provided in
the "Performance Graph" section below. Although the Compensation Committee
takes into account all of the factors described above in determining an
appropriate base salary for Mr. Fremont, it does not engage in any particular
weighing of these factors (other than the emphasis placed on individual
performance). The Compensation Committee does not consider the success of the
Company in meeting its financial goals to be one of the factors that it
considers in determining the CEO's base salary. It should be noted that
<PAGE> 11
Mr. Fremont does not participate in Compensation Committee discussions or
decisions regarding his compensation.
With respect to Mr. Fremont's base salary in the 1992 fiscal year, the
Compensation Committee accepted Mr. Fremont's request that he receive no
increase in salary. During the 1993 fiscal year, however, the Compensation
Committee increased Mr. Fremont's base annual salary from $393,953 to $504,400
annually. In deciding to raise the amount of Mr. Fremont's base salary in the
1993 fiscal year, the Compensation Committee assessed Mr. Fremont's overall
performance as CEO as excellent, and noted that Mr. Fremont had not received
an increase in his base salary during the 1990, 1991 and 1992 fiscal years.
Also, the Compensation Committee believes that Mr. Fremont's base salary
(after taking into account the fiscal 1993 raise) is below the average of the
other companies used for comparison purposes.
Pursuant to the authority delegated by the Board of Directors, the Stock
Option Committee is responsible for granting and administering stock options
and SARs under the Company's Stock Option Plans. Stock options and SARs are
designed to align the interests of executives with those of the stockholders.
No member of the Stock Option Committee (including Mr. Fremont) is eligible to
receive stock options or SARs.
Under the Company's 1993 Stock Option Plan, stock options have been
awarded to certain key employees, including the Company's executive officers.
All currently outstanding stock options were granted with an exercise price
equal to the market price of the Stock on the date of grant and vest over a
period of time. This approach is designed to encourage the creation of
stockholder value over the long term since the full benefit of the
compensation package cannot be realized unless stock price appreciation occurs
over a number of years. The Stock Option Committee determines the size of
awards of stock options and SARs to executives based on similar factors as are
used to determine base salaries.
In addition to salary, stock options and SARs, the Company's compensation
package includes Company matching and discretionary contributions to a 401(k)
plan, medical and life insurance, and other benefits.
Finally, the Compensation Committee has reviewed the possible effect on
the Company of the new limitations on deductibility of executive compensation
under Section 162(m) of the Internal Revenue Code. The Compensation Committee
does not believe that such section will be applicable to the Company in the
foreseeable future but will review the Company's compensation practices as
circumstances warrant.
Compensation Committee Stock Option Committee
Julius Lewis Robert S. Fremont
Allan Coleman Julius Lewis
George M. Ball Allan Coleman
George M. Ball
Compensation Committee Interlocks and Certain Relationships
Mr. Fremont, Mr. Tomsovic and Mr. Giedt are members of the Board and are
executive officers of the Company. Mr. Lewis is a Board member and an officer
<PAGE> 12
of the Company but not an executive officer. Other than the Compensation
Committee members and Mr. Fremont, who attends meetings of the Compensation
Committee at the request of the Compensation Committee and makes
recommendations regarding the compensation level of executive officers other
than himself, no current or former officer or employee of the Company or its
subsidiaries participated in the deliberations of the Board concerning
executive compensation during the fiscal year ended November 30, 1995.
Mr. Lewis is a partner of the law firm of Sonnenschein Nath & Rosenthal, which
provided legal services to the Company in the fiscal year ended November 30,
1995, and Mr. Ball is the Chairman of Philpott, Ball & Co., an investment
banking firm which provided investment banking services to the Company in such
fiscal year.
In June of 1995, Ronel W. Giedt, President and Chief Operating Officer of
Juno and a member of Juno's Board of Directors, received a loan in the
aggregate amount of $400,000 for temporary financing of his purchase of a new
residence. The loan is interest-free and is payable on demand. As of
February 15, 1996, the amount of the loan outstanding was $176,000.
<TABLE>
Comparison of Five-Year Cumulative Return
Among Juno Lighting,Inc., NASDAQ Stock Market Index
(U.S. Companies) and NASDAQ Electrical Component
Stock Index<F1>
Juno NASDAQ Stock NASDAQ Electrical
Fiscal Year Lighting,Inc. Market Index (U.S.) Component Index
- --------------- -------------- ------------------- -----------------
<S> <C> <C> <C>
11/30/90 $ 100.00 $ 100.00 $ 100.00
11/30/91 134.62 149.29 126.59
11/30/92 237.08 188.04 198.59
11/30/93 282.74 217.75 304.69
11/30/94 248.67 218.13 342.71
11/30/95 223.01 310.74 632.72
<FN>
<F1>Cumulative return assumes reinvestment of dividends. This table assumes
$100.00 was invested in Juno Common Stock, the NASDAQ Stock Market Index
(U.S.) and the NASDAQ Electrical Component Index on November 30,1990.
</FN>
</TABLE>
2. JUNO LIGHTING, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
EMPLOYEE STOCK PURCHASE PLAN. On March 1, 1996, the Company adopted the
Juno Lighting, Inc. 1996 Employee Stock Purchase Plan (the "Company ESPP"),
effective as of July 1, 1996 (the "Effective Date"), subject to shareholder
approval. The purpose of the Company ESPP is to encourage and assist employees
of the Company and certain of its subsidiaries to acquire a personal equity
interest in the Company by the purchase of the common stock of the Company
("Common Stock"). Approval of the Company ESPP requires the affirmative vote
of a majority of the shares of the stock of the Company present in person or
by proxy and entitled to vote at a meeting of the stockholders at which the
Company ESPP is presented for approval.
ELIGIBILITY. All employees who have completed one year of employment with
the Company or a participating subsidiary shall be eligible to participate in
the Company ESPP, except employees owning or holding options to acquire 5% or
more of the value or voting power of all outstanding shares of all classes of
stock of the Company or any subsidiary of the Company; certain part-time and
part-year employees; Officers of the Company and participating subsidiaries at
<PAGE> 13
the level of vice president and above; certain union members; and employees
who are prohibited from participating in the Company ESPP by law. As of the
Effective Date, employees of the Company and of Indy Lighting, Inc. will be
eligible to participate in the Plan. Employees of other subsidiaries may be
added at the discretion of the Compensation Committee. Approximately 840
employees will be eligible to participate in the Company ESPP as of
July 1, 1996.
GRANT, EXERCISE AND EXPIRATION. Each eligible employee who timely elects
to participate in the Company ESPP shall be granted an option to purchase
Common Stock which is exercisable on the date (the "Exercise Date") occurring
twelve months after the date the option is granted and which expires on that
date if not exercised. Options shall be granted to participating employees
under the Company ESPP on July 1, 1996 and on July 1 of each of the succeeding
four years.
NUMBER OF SHARES THAT MAY BE PURCHASED. An option granted to an employee
under the Company ESPP will give such employee the right to purchase any
number of whole shares of Common Stock which is not less than ten (10) and not
more than the number of whole shares which may be purchased with the
employee's accumulated payroll deductions (which may not exceed the lesser of
$5,000 or 10% of base compensation for any option) at the purchase price
determined as of the applicable grant date. The aggregate number of shares of
Common Stock which may be purchased pursuant to options granted under the
Company ESPP is 400,000 shares. In the event of a stock dividend,
recapitalization, stock split, merger or similar transaction, the number, kind
and/or purchase price of the shares of Common Stock available for purchase
under the Company ESPP shall be adjusted, as appropriate.
PURCHASE PRICE. The purchase price per share of Common Stock under the
Company ESPP is 85% of the lower of (a) the fair market value of a share of
Common Stock on the date the option is granted, or (b) the fair market value
of a share of Common Stock on the Exercise Date. The fair market value of
shares of Common Stock for this purpose generally shall be the mean of the
high and low prices of the security as reported on the NASDAQ NMS on the date
for which a determination of fair market value is made.
WITHDRAWAL OR TERMINATION OF EMPLOYMENT. An employee's termination of
employment or election to withdraw from further participation in the Company
ESPP prior to the exercise or expiration of an outstanding option held by such
employee shall cause an immediate cancellation of such option and shall
require the Company to make a cash distribution of the employee's accumulated
payroll deductions at that time.
ADMINISTRATION. The Company ESPP will be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"). The
Committee has the power to construe the Company ESPP to determine all
questions thereunder, to designate which subsidiaries' employees will be
eligible to participate in the Company ESPP and to adopt and amend such rules
and regulations for the administration of the Company ESPP and to amend the
Company ESPP to facilitate its tax-effective use for non-U.S. subsidiaries as
it may deem desirable.
CURRENT MARKET PRICE OF COMMON STOCK. The fair market value of a share of
Common Stock as of February 15, 1996, is $16.50.
<PAGE> 14
FEDERAL INCOME TAX CONSIDERATIONS. The Company ESPP is intended to
quality as an "Employee Stock Purchase Plan" within the meaning of Section 423
of the Code. Participants will have no taxable income when an option is
granted under the Company ESPP or when such participants purchase Common Stock
pursuant to the exercise of the option. If a participant disposes of Common
Stock more than two years after the date on which the options were granted and
more than one year after the date the participant exercises the option, the
participant will have taxable ordinary income in the amount of the excess of
the fair market value of the option shares at the time of disposition over the
purchase price paid by the participant to acquire such shares, or, if less,
the excess of the fair market value of the option shares at the time the
option was granted over the price paid to acquire the shares. If the amount
the participant realizes on such disposition is less than the amount paid to
acquire the option shares, then the participant will have a long-term capital
loss. If a participant disposes of shares of Common Stock either two years or
less after the options were granted or one year or less after the exercise of
an option (a "disqualifying disposition"), the participant generally will have
taxable ordinary income equal to the difference between the fair market value
of the option shares at the time the shares were purchased and the amount
paid to acquire the shares. The Company is not entitled to any deduction in
connection with the purchase or sale of shares of Common Stock, other than in
connection with a disqualifying disposition, in which case the Company is
entitled to a deduction equal to the amount of ordinary income required to be
recognized by the participant.
AMENDMENT AND TERMINATION. The Board of Directors may amend the Company
ESPP to comply with the rules or regulations of any governmental authority, or
to be eligible for tax benefits under the Internal Revenue Code, or for any
other reasons, provided that no amendment may adversely affect the rights of
any participant, nor may any amendment increase the number of shares of
Company Common Stock authorized for sale under the Company ESPP without the
approval of the Company's shareholders. The Compensation Committee may amend
the Company ESPP, subject to the foregoing proviso, in order to facilitate its
tax-effective use for non-U.S. subsidiaries. The Company ESPP will terminate
on the fifth anniversary of its effective date.
3. OTHER MATTERS
At this time, the Board of Directors is not aware of any matters not
referred to herein which might be presented for action at the meeting.
However, if any other business should come before the meeting, votes may be
cast with respect to such matters in accordance with the best judgment of the
person or persons acting under the Proxy. See also "Stockholder Proposals"
above regarding certain provisions of the Company's By-laws relating to the
ability of stockholders to submit proposals at a meeting of stockholders.
By Order of the Board of Directors
Julius Lewis
Des Plaines, Illinois Secretary
March 12, 1996
<PAGE> 15
APPENDIX A
JUNO LIGHTING, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
I. Purpose and Effective Date
1.1 The purpose of the Juno Lighting, Inc. 1996 Employee Stock Purchase Plan
(the "Plan") is to provide an opportunity for eligible employees to
acquire a proprietary interest in Juno Lighting, Inc. (the "Company")
through the purchase of shares of common stock of the Company. It is
the intent of the Company to have the Plan qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code. The
provisions of the Plan shall be construed to extend and limit
participation in a manner consistent with the requirements of Section
423 of the Internal Revenue Code.
1.2 The Plan shall be effective on the Effective Date stated below, subject
to the approval of the Company's stockholders within one year before or
one year after the date the Plan is approved by the board of directors
of the Company (the "Board"). No option shall be granted under the Plan
after the earlier of (a) the day before the fifth (5th) anniversary of
the Effective Date, or (b) the date on which the Plan is terminated by
the Board in accordance with Section 12.7 of the Plan.
II. Definitions
The following words and phrases, when used in this Plan, unless their
context clearly indicates otherwise, shall have the following respective
meanings:
2.1 "Account" means a recordkeeping account maintained for a Participant to
which payroll deductions are credited in accordance with Article VIII of
the Plan.
2.2 "Article" means an Article of this Plan.
2.3 "Accumulation Period" means, as to the Company or a Participating
Subsidiary, a period of 12 months commencing on each successive July 1,
beginning with July 1, 1996.
2.4 "Base Earnings" means base salary and wages received by a Participant
from the Company or a Participating Subsidiary, excluding bonuses and
overtime pay.
2.5 "Board" means the board of directors of the Company.
2.6 "Code" means the Internal Revenue Code of 1986, as amended.
2.7 "Committee" means the committee of the Board described in Section 3.1 of
the Plan.
<PAGE> 16
2.8 "Common Stock" means the Company's common stock, $.01 par value.
2.9 "Company" means Juno Lighting, Inc., a Delaware corporation.
2.10 "Cut-Off Date" means the date established by the Committee from time to
time by which enrollment forms must be received prior to an Enrollment
Date.
2.11 "Effective Date" means July 1, 1996.
2.12 "Eligible Employee" means an Employee eligible to participate in the
Plan in accordance with Article V.
2.13 "Employee" means an individual who performs services for the Company or
a Participating Subsidiary pursuant to an employment relationship
described in Treasury Regulations Section 31.3401(c)-1 or any successor
provision.
2.14 "Enrollment Date" means the first trading day of an Accumulation Period.
2.15 "Exchange Act" means the Securities Exchange Act of 1934.
2.16 "Fair Market Value" means, as of any applicable date:
(a) if the security is listed for trading on the New York Stock
Exchange, the mean between the high and low prices of the security as
reported on the New York Stock Exchange Composite Tape, or if no such
reported sale of the security shall have occurred on such date, on the
latest preceding date on which there was such a reported sale, or
(b) if the security is not so listed, but is listed on another
national securities exchange or authorized for quotation on the National
Association of Securities Dealers Inc.'s NASDAQ National Market
("NASDAQ/NMS"), the closing price, regular way, of the security on such
exchange or NASDAQ/NMS, as the case may be, or if no such reported sale
of the security shall have occurred on such date, on the latest
preceding date on which there was such a reported sale, or
(c) if the security is not listed for trading on a national
securities exchange or authorized for quotation on NASDAQ/NMS, the
average of the closing bid and asked prices as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ")
or, if no such prices shall have been so reported for such date, on the
latest preceding date for which such prices were so reported, or
(d) if the security is not listed for trading on a national
securities exchange or is not authorized for quotation on NASDAQ/NMS or
NASDAQ, the fair market value of the security as determined in good
faith by the Board.
2.17 "Grant Date" means a date on which an Eligible Employee is granted
options under the Plan.
<PAGE> 17
2.18 "Participant" means an Eligible Employee who has enrolled in the Plan
pursuant to Article VI.
2.19 "Participating Subsidiary" means a Subsidiary which has been designated
by the Committee in accordance with Section 3.3 of the Plan as covered
by the Plan. As of the Effective Date, Indy Lighting, Inc. is a
Participating Subsidiary of this Plan.
2.20 "Purchase Date" means the specific trading day during an Accumulation
Period on which shares of Common Stock are purchased under the Plan in
accordance with Article IX. For each Accumulation Period, the Purchase
Date shall be the last day of such Accumulation Period, or, if such day
is not a trading date, the next day which is a trading day.
2.21 "Rule 16b-3" means Rule 16b-3 under the Exchange Act.
2.22 "Section" means a section of this Plan, unless indicated otherwise.
2.23 "Securities Act" means the Securities Act of 1933, as amended.
2.24 "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Company if, as of the applicable Enrollment Date,
each of the corporations other than the last corporation in the chain
owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain.
III. Administration
3.1 The Plan shall be administered by the Compensation Committee appointed
by the Board. Membership on the Compensation Committee shall be subject
to such limitations as the Board deems appropriate to permit
transactions in Common Stock pursuant to the Plan to be exempt from
liability under Section 16(b) of the Exchange Act pursuant to Rule 16b-3
of the Securities and Exchange Commission thereunder.
3.2 The Committee may select one of its members as chairman and may appoint
a secretary. The Committee shall make such rules and regulations for
the conduct of its business as it shall deem advisable; provided,
however, that all determinations of the Committee shall be made by a
majority of its members.
3.3 The Committee shall have the power, subject to and within the limits of
the express provisions of the Plan, to construe and interpret the Plan
and options granted under it; to establish, amend and revoke rules and
regulations for administration of the Plan; to determine all questions
of policy and expediency that may arise in the administration of the
Plan; and, generally, to exercise such powers and perform such acts as
the Committee deems necessary or expedient to promote the best interests
of the Company, including, but not limited to, designating from time to
time which Subsidiaries of the Company shall be Participating
Subsidiaries. The Committee's determinations as to the interpretation
and operation of this Plan shall be final and conclusive.
<PAGE> 18
In exercising the powers described in the foregoing paragraph, the
Committee may adopt special or different rules for the operation of the
Plan including, but not limited to, rules which allow employees of any
foreign Subsidiary to participate in, and enjoy the tax benefits offered
by, the Plan; provided that such rules shall not result in any grantees
of options having different rights and/or privileges under the Plan nor
otherwise cause the Plan to fail to satisfy the requirements of Section
423 of the Internal Revenue Code and the regulations thereunder.
3.4 This Article III relating to the administration of the Plan may be
amended by the Board from time to time as may be desirable to satisfy
any requirements of or under the federal securities and/or other
applicable laws of the United States, or to obtain any exemption under
such laws.
IV. Number of Shares
4.1 Four hundred thousand (400,000) shares of the Company's Common Stock are
reserved for sales and authorized for issuance pursuant to the Plan.
Shares sold under the Plan may be newly-issued shares, outstanding
shares reacquired in private transactions or open market purchases, or
both. If any option granted under the Plan shall for any reason
terminate without having been exercised, the shares not purchased under
such option shall again become available for the Plan.
4.2 In the event of any reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, acquisition of property or shares, separation, asset
spin-off, stock rights offering, liquidation or other similar change in
the capital structure of the Company, the Committee shall make such
adjustment, if any, as it deems appropriate in the number, kind and
purchase price of the shares available for purchase under the Plan. In
the event that, after a Grant Date, there occurs a dissolution or
liquidation of the Company, except pursuant to a transaction to which
Section 424(a) of the Code applies, each option to purchase Common Stock
of the Company shall terminate, but the Participant holding such option
shall have the right to exercise his option prior to such dissolution or
liquidation.
V. Eligibility Requirements
5.1 Except as provided in Section 5.2, each individual who is an Employee of
the Company or a Participating Subsidiary shall become eligible to
participate in the Plan in accordance with Article VI on the first
Enrollment Date following the individual's completion of one year of
employment by the Company or a Subsidiary, provided that the individual
is an Employee on such Enrollment Date. Participation in the Plan is
entirely voluntary.
5.2 The following Employees are not eligible to participate in the Plan:
(a) Employees who, immediately upon enrollment in the Plan, would
own directly or indirectly, or hold options or rights to acquire, an
aggregate of 5% or more of the total combined voting power or value of
all outstanding shares of all classes of stock of the Company or any
<PAGE> 19
Subsidiary (and for purposes of this paragraph, the rules of Code
Section 424(d) shall apply, and stock which the Employee may purchase
under outstanding options shall be treated as stock owned by the
Employee);
(b) Employees who are customarily employed by the Company or a
Participating Subsidiary for not more than five months in any calendar
year;
(c) Employees who are customarily employed by the Company or a
Participating Subsidiary for 20 hours or less per week;
(d) Employees who are prohibited by the laws of the nation of
their residence or employment from participating in the Plan;
(e) Employees who are officers of the Company and participating
Subsidiaries at the level of vice president or at any more senior level;
and
(f) Employees who are members of a collective bargaining unit
covered by a collective bargaining agreement; provided that
participation in the Plan has been specifically considered (after review
of the terms of the Plan) and rejected by the collective bargaining
representative representing such employees.
5.3 Notwithstanding anything to the contrary in Section 5.1, Employees who
are directors or "officers" of the Company (as defined in Rule 16a-1(f)
under the Exchange Act, as such rule may be amended from time to time)
may participate in the plan only in accordance with the requirements of
Rule 16b-3 under the Exchange Act. The Plan is intended to conform to
the extent necessary with all provisions of the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder, including without
limitation Rule 16b-3. Notwithstanding anything herein to the contrary,
the Plan shall be administered, and the options shall be granted and may
be exercised, only in such a manner as to conform to such laws, rules
and regulations. To the extent permitted by applicable law, the Plan
and the options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
VI. Enrollment
6.1 Any Eligible Employee may enroll in the Plan for an Accumulation Period
by completing and signing an enrollment form (which authorizes payroll
deductions during such Accumulation Period in accordance with Section
8.1) and submitting such enrollment form to the Company on or before the
Cut-Off Date immediately preceding the Accumulation Period. Such
enrollment form (and the authorization therein) shall be effective as of
the Enrollment Date occurring within the Accumulation Period to which
the enrollment form relates, and shall continue in effect until the
earliest of:
(a) the end of the last payroll period in the Accumulation
Period;
<PAGE> 20
(b) the date during the Accumulation Period that the Employee
elects to change his enrollment in accordance with Section 8.3; and
(c) the date during the Accumulation Period that the Employee
withdraws from the Plan or has a termination of employment in accordance
with Article X.
VII. Grant of Options on Enrollment
7.1 Enrollment by an Eligible Employee in the Plan as of an Enrollment Date
will constitute the grant by the Company to such Participant of an
option to purchase shares of Common Stock from the Company pursuant to
the Plan.
7.2 An option granted to a Participant pursuant to this Plan shall expire,
if not terminated for any reason first, on the earliest to occur of
(a) the end of the Purchase Date with respect to the Accumulation Period
in which such option was granted; (b) the completion of the purchase of
Common Stock under the option under Article IX; or (c) the date on which
participation of such Participant in the Plan terminates for any reason.
7.3 An option granted to a Participant under the Plan shall give the
Participant a right to purchase on a Purchase Date any number of whole
shares of Common Stock which is not less than ten (10) and not more than
one of the following three amounts, whichever is applicable:
(a) the number of whole shares of Common Stock designated in the
Participant's enrollment form in accordance with section 8.1;
(b) the dollar amount designated in the Participant's enrollment
form in accordance with Section 8.1, divided by 85% of the Fair Market
Value of a share of Common Stock as of the Grant Date for the option;
and
(c) the product of the percentage of Base Earnings designated in
the Participant's enrollment form in accordance with Section 8.1 and the
Participant's annualized Base Earnings at the rate in effect on the
applicable Enrollment Date, divided by 85% of the Fair Market Value of a
share of Common Stock as of the Grant Date for the option.
VIII. Payroll Deductions
8.1 An Employee who files an enrollment form pursuant to Article VI shall
elect and authorize in such form to have deductions made from his pay on
each payday during the Accumulation Period to which the enrollment form
relates, and he shall designate in such form the total amount or
percentage of pay to be deducted during such Accumulation Period, or, if
the Committee so permits, a specific whole number of shares of Common
Stock to be purchased on the Purchase Date with respect to such
Accumulation Period, from which the appropriate amount of payroll
deductions shall be determined. The maximum an Employee may elect and
authorize to have deducted is the lesser of (a) 10% of Employee's Base
Earnings for such Accumulation Period, or (b) $5,000. In authorizing
<PAGE> 21
such deduction, if the Employee designates a percentage of Base
Earnings, the percentage shall be a whole percentage of Base Earnings up
to 10%. For these purposes, the Base Earnings of an hourly-paid
Employee shall be determined by multiplying such Employee's hourly rate
of base pay as of the beginning of the Accumulation Period by the number
of regularly scheduled hours the Employee is expected to work during the
Accumulation Period, excluding overtime hours. If, instead of
designating an amount or percentage of pay to be deducted during an
Accumulation Period, an Employee designates on an enrollment form a
specific whole number of shares of Common Stock to be purchased on the
Purchase Date with respect to such Accumulation Period, then the total
deductions to be taken from the Employee's Base Earnings during such
Accumulation Period shall equal the lesser of (a) the product of (i)
85%, (ii) the Fair Market Value of a share of Common Stock on the date
the Employee elects to participate in the Plan, and (iii) the number of
shares of Common Stock designated for purchase in the Employee's
enrollment form, or (b) the maximum payroll deductions permitted under
this section.
8.2 Payroll deductions for a Participant shall commence as soon as
administratively practicable on the date on which the Participant's
authorization of such payroll deductions in an enrollment form becomes
effective in accordance with Article VI, and shall continue until the
date on which such authorization ceases to be effective in accordance
with Article VI. The amount of each payroll deduction made for a
Participant shall be credited to the Participant's Account as soon as
administratively feasible after the Participant's pay is withheld. The
Account shall also be credited with interest in accordance with Section
12.1. All payroll deductions received or held by the Company may be
used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.
8.3 During an Accumulation Period, a Participant may elect to reduce or to
cease (but not to increase) payroll deductions made on his behalf for
the remainder of such Accumulation Period by delivering the applicable
forms to the Company in such manner and until such time as permitted by
the Committee. A Participant may elect to reduce payroll deductions no
more than once during an Accumulation Period, but may cease payroll
deductions at any time. A Participant who has ceased payroll deductions
may voluntarily withdraw from the Plan pursuant to Section 10.1.
8.4 A Participant may not make any separate or additional contributions to
his Account under the Plan, except when on leave of absence and then
only as provided in Section 10.3. Neither the Company nor any
Participating Subsidiary shall make separate or additional contributions
to any Participant's Account under the Plan.
IX. Purchase of Shares
9.1 Unless a Participant makes an election to receive a cash distribution of
the accumulated balance in his Account in accordance with Section 9.2,
any option held by the Participant which was granted under this Plan and
which remains outstanding as of a Purchase Date shall be deemed to have
<PAGE> 22
been exercised on such Purchase Date for the purchase of the number of
whole shares of Common Stock which the funds accumulated in his Account
as of the Purchase Date will purchase at the applicable purchase price
(but not in excess of the number of shares for which options have been
granted to the Participant pursuant to Section 7.3), or, if the
Participant so elected in accordance with Section 8.1, the specific
whole number of shares of Common Stock designated in the Participant's
enrollment form for purchase on such Purchase Date.
9.2 A Participant who holds an outstanding option as of a Purchase Date
shall not be deemed to have exercised such option if, no less than 10
days before such Purchase Date and in accordance with procedures
prescribed by the Committee, the Participant elected not to exercise the
option and to receive a cash distribution of all funds accumulated in
his Account. If the Participant elects a cash distribution as described
in the preceding sentence, then all funds accumulated in his Account as
of the Purchase Date on which his option is exercisable shall be
distributed to him as soon as administratively feasible after such
Purchase Date.
9.3 If, after a Participant's exercise of an option under Section 9.1, an
amount remains credited to the Participant's Account as of a Purchase
Date, then the remaining amount:
(a)shall be carried forward in the Account for application to the
purchase of Common Stock on the next following Purchase Date provided,
however, that if a Participant so elects within ten (10) days prior to
the Purchase Date on which he exercises the option, he shall receive a
distribution of such remaining amount in cash as soon as administratively
feasible after such Purchase Date.
9.4 The purchase price for each share of Common Stock purchased under any
option shall be 85% of the lower of:
(a) the Fair Market Value of a share of Common Stock on the
Grant Date for such option; or
(b) the Fair Market Value of a share of Common Stock on the
Purchase Date.
9.5 If Common Stock is purchased by a Participant pursuant to Section 9.1 or
Section 9.3, then, within a reasonable time after the Purchase Date, the
Company shall deliver or cause to be delivered to the Participant a
certificate or certificates for the number of shares purchased by the
Participant unless the Company has made arrangements to have the shares
held at a bank or other appropriate institution in non-certificated
form. If any law or applicable regulation of the Securities and
Exchange Commission or other body having jurisdiction shall require that
the Company or the Participant take any action in connection with the
shares being purchased under the option, delivery of the certificate or
certificates for such shares shall be postponed until the necessary
action shall have been completed, which action shall be taken by the
Company at its own expense, without unreasonable delay.
Certificates delivered pursuant to this Section 9.5 shall be
registered in the name of the Participant or, if the Participant so
<PAGE> 23
elects, in the names of the Participant and one or more such other
persons as may be designated by the Participant, as joint tenants with
rights of survivorship or as tenants by the entireties, to the extent
permitted by law.
9.6 In the case of Participants employed by a Participating Subsidiary, the
Committee may provide for Common Stock to be sold through the Subsidiary
to such Participants, to the extent consistent with Section 423 of the
Code.
9.7 If the total number of shares of Common Stock for which an option is
exercised on any Purchase Date in accordance with this Article IX, when
aggregated with all shares of Common Stock previously granted under this
Plan, exceeds the maximum number of shares reserved in Section 4.1, the
Company shall make a pro rata allocation of the shares available for
delivery and distribution in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable, and the balance
of payroll deductions (and interest, if any) credited to the Account of
each Participant under the Plan shall be returned to him as promptly as
possible.
9.8 If a Participant or former Participant sells, transfers, or otherwise
makes a disposition of Common Stock purchased pursuant to an option
granted under the Plan within two years after the date such option is
granted or within one year after the Purchase Date to which such option
relates, such Participant or former Participant shall notify the Company
in writing of such sale, transfer or other disposition within 10 days of
the consummation of such sale, transfer or other disposition, and shall
remit to the Company or authorize the Company to withhold from other
sources such amount as the Company may determine to be necessary to
satisfy any federal, state or local tax withholding obligations of the
Company or Participating Subsidiary. The Committee may from time to
time establish rules and procedures (including but not limited to
postponing delivery of shares until the earlier of the expiration of the
two-year or one-year period or the disposition of such shares by the
Participant) to cause the withholding requirements to be satisfied.
X. Withdrawal From the Plan; Termination of
Employment and Leave of Absence
10.1 Withdrawal from the Plan. A Participant may withdraw from the Plan in
full (but not in part) during any Accumulation Period by delivering a
notice of withdrawal to the Company (in a manner prescribed by the
Committee) at any time up to but not including the 10 days prior to the
Purchase Date occurring in such Accumulation Period, or at such shorter
time in advance of the Purchase Date as the Committee may permit. If
notice of withdrawal is timely received, all funds then accumulated in
the Participant's Account shall not be used to purchase Common Stock,
but shall instead be distributed to the Participant as soon as
administratively feasible. An Employee who has withdrawn during an
Accumulation Period may not return funds to the Company during the same
Accumulation Period and require the Company to apply those funds to the
purchase of Common Stock. Any Eligible Employee who has withdrawn from
the Plan may, however, re-enroll in the Plan on the next subsequent
<PAGE> 24
Enrollment Date following withdrawal in accordance with the provisions
of Article VI.
10.2 Termination of Employment. Participation in the Plan terminates
immediately when a Participant ceases to be employed by the Company for
any reason whatsoever or otherwise ceases to be an Eligible Employee,
and such terminated Participant's outstanding options shall thereupon
terminate. As soon as administratively feasible after termination of
participation, the Company shall pay to the Participant or his
beneficiary or legal representative all amounts accumulated in the
Participant's Account at the time of termination of participation.
10.3 Leave of Absence. If a participant takes a leave of absence without
terminating employment, such participant shall have the right, at the
commencement of the leave of absence and in accordance with procedures
prescribed by the Committee, to elect: (a) to withdraw from the Plan in
accordance with Section 10.1; (b) to discontinue contributions to the
Plan but remain a Participant in the Plan through the balance of the
Accumulation Period in which his leave of absence begins; or (c) to
remain a participant in the Plan during such leave of absence,
authorizing deductions to be made from payments by the Company to the
participant during such leave of absence and undertaking to make
contributions to the Plan at the end of each payroll period to the
extent that amounts payable by the Company to such participant are
insufficient to meet such participant's authorized Plan deductions.
XI. Designation of Beneficiary
11.1 Each Participant may designate in writing one or more beneficiaries to
receive the amount in his Account in the event of death and may, in his
sole discretion, change such designation in writing at any time. Any
such designation shall be effective upon receipt by the Company and
shall control over any disposition by will or otherwise.
11.2 As soon as administratively feasible after the death of a Participant,
amounts accumulated in his Account shall be paid in cash to the
designated beneficiaries or, in the absence of a valid designation, to
the executor, administrator or other legal representative of the
Participant's estate. Such payment shall relieve the Company of further
liability with respect to the Plan on Account of the deceased
Participant. If more than one beneficiary is designated, each
beneficiary shall receive an equal portion of the Account unless the
Participant has given express contrary instructions.
11.3 No beneficiary shall, prior to the death of the Participant by whom he
has been designated, acquire any interest in the amounts credited to the
Participant's Account under the Plan.
XII. Miscellaneous
12.1 Interest. On each Purchase Date, the Company shall credit (at such
short-term rate as it shall determine to be appropriate) interest to the
Account of any person who is a Participant of the Plan as of such
<PAGE> 25
Purchase Date, in such manner as the Committee determines in its sole
discretion. For purposes of Section 7.3 and the provisions of Articles
IX, X, and XI, funds accumulated in a Participant's Account as of a
Purchase Date shall include the interest credited to such account
pursuant to this Section 12.1.
12.2 Restrictions on Transfer. The rights of a Participant under the Plan
shall not be assignable by such Participant, and an option granted under
the Plan may not be exercised during a Participant's lifetime other than
by the Participant.
12.3 Administrative Assistance. If the Committee in its discretion so
elects, it may retain a brokerage firm, bank or other financial
institution to assist in the purchase of shares, delivery of reports or
other administrative aspects of the Plan. If the Committee so elects,
each Participant shall (unless prohibited by applicable law) be deemed
upon enrollment in the Plan to have authorized the establishment of an
account on his behalf at such institution. Shares purchased by a
Participant under the Plan shall be held in the account in the
Participant's name, or if the Participant so indicates in the enrollment
form, in the Participant's name together with the name of one or more
other persons, in joint tenancy with right of survivorship or spousal
community property, or in certain forms of trusts approved by the
Committee.
12.4 Costs. All costs and expenses incurred in administering the Plan shall
be paid by the Company, except that any stamp duties, transfer taxes and
any brokerage fees applicable to participation in the Plan shall be
charged to the Account of such Participant by the Company.
12.5 Equal Rights and Privileges. All Eligible Employees shall have equal
rights and privileges with respect to the Plan so that the Plan
qualifies as an "employee stock purchase plan" within the meaning of
Section 423 or any successor provision of the Code and the related
regulations. Notwithstanding the express terms of the Plan, any
provision of the Plan which is inconsistent with Section 423 or any
successor provision of the Code shall without further act or amendment
by the Company or the Board be reformed to comply with the requirements
of Code Section 423. This Section 12.5 shall take precedence over all
other provisions in the Plan.
12.6 Applicable Law. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of Illinois.
12.7 Amendment and Termination. The Board may amend, alter or terminate the
Plan at any time; provided, however, that no amendment which would amend
or modify the Plan in a manner requiring stockholder approval under Code
Section 423, Rule 16b-3, or the requirements of any securities exchange
on which the Common Stock is traded shall be effective unless, within
one year after it is adopted by the Board, it is approved by the holders
of a majority of the voting power of the Company's outstanding shares.
In addition, the Committee may amend the Plan as provided in Section
3.3, subject to the conditions set forth therein and in this Section
12.7.
<PAGE> 26
If the Plan is terminated, the Board may elect to terminate all
outstanding options either prior to their expiration or upon completion
of the purchase of shares on the next Purchase Date, or may elect to
permit options to expire in accordance with their terms (and
participation to continue through such expiration dates). If the
options are terminated prior to expiration, all funds accumulated in
Participants' Accounts as of the date the options are terminated shall
be returned to the Participants as soon as administratively feasible.
12.8 No Right of Employment. Neither the grant nor the exercise of any rights
to purchase shares under this Plan nor anything in this Plan shall
impose upon the Company any obligation to employ or continue to employ
any employee. The right of the Company to terminate any employee shall
not be diminished or affected because any rights to purchase shares have
been granted to such employee.
12.9 Requirements of Law. The Company shall not be required to sell, issue,
or deliver any shares of Common Stock under this Plan if such sale,
issuance, or delivery might constitute a violation by the Company or the
Participant of any provision of law. Unless a registration statement
under the Securities Act is in effect with respect to the shares of
Common Stock proposed to be delivered under the Plan, the Company shall
not be required to issue such shares if, in the opinion of the Company
or its counsel, such issuance would violate the Securities Act.
Regardless of whether such shares of Common Stock have been registered
under the Securities Act or registered or qualified under the securities
laws of any state, the Company may impose restrictions upon the
hypothecation or further sale or transfer of such shares (including the
placement of appropriate legends on stock certificates) if, in the
judgment of the Company or its counsel, such restrictions are necessary
or desirable to achieve compliance with the provisions of the Securities
Act, the securities laws of any state, or any other law or are otherwise
in the best interests of the Company. Any determination by the Company
or its counsel in connection with any of the foregoing shall be final
and binding on all parties.
If, in the opinion of the Company and its counsel, any legend
placed on a stock certificate representing shares of Common Stock issued
under the Plan is no longer required in order to comply with applicable
securities or other laws, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing a
like number of shares lacking such legend.
The Company may, but shall not be obligated to, register or qualify
any securities covered by the Plan. The Company shall not be obligated
to take any other affirmative action in order to cause the grant or
exercise of any right or the issuance, sale, or deliver of shares
pursuant to the exercise of any right to comply with any law.
<PAGE> 27
12.10 Gender. When used herein, masculine terms shall be deemed to include
the feminine, except when the context indicates to the contrary.
Executed this 1st day of March, 1996.
Juno Lighting, Inc.
By: _________________________________
Title: ________________________________
<PAGE> 28
JUNO LIGHTING, INC.
2001 South Mount Prospect Road
P.O. Box 5065
Des Plaines, IL 60017-5065
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Robert S. Fremont and George J. Bilek, or
either of them, with full power of substitution (the action of one, if only
one be present and acting, to be in any event controlling), as proxies to
represent the undersigned at the Annual Meeting of Stockholders of Juno
Lighting, Inc. to be held on April 30, 1996, and at any and all adjournments
thereof, and to vote all shares which the undersigned would be entitled to
vote thereat.
COMMENTS: (change of address)
Election of Directors, Nominees: -------------------------------
George M. Ball, Thomas W. Tomsovic _______________________________
________________________________
________________________________
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card.)
You are encouraged to specify your choices by marking the appropriate boxes ON
THE REVERSE SIDE. If you do not mark any boxes, your proxy will be voted in
accordance with the Board of Director's recommendations. The Proxies cannot
vote your shares unless you sign and return this card.
(SEE REVERSE SIDE)
<PAGE> 29
Please mark your votes
/X/ as in this example.
This proxy when properly executed will be voted in the
manner directed herein. If no direction is made,
this proxy will be voted FOR proposals 1 and 2.
The Board of Directors recommends a vote FOR proposals 1 and 2.
FOR WITHHELD
1. Election of Directors
(see reverse) / / / /
For, except vote withheld from the following nominee(s):
______________________________________________________
FOR AGAINST ABSTAIN
2. Approval of Juno Lighting, Inc.
1996 Employee Stock Purchase Plan / / / / / /
3. In their discretion on any other matters that may properly come
before the meeting.
Change of Address/
Comments on Reverse Side. / /
Please mark this box if
you will personally be
attending the meeting / /
Please date and sign exactly as name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
____________________________________
____________________________________
SIGNATURE(S) DATE 1996
